Ways to liquidate an LLC with debts

Very often, novice businessmen think that the most difficult thing is to start, take the first step, unwind. However, practice shows that business is unpredictable, and it is necessary to calculate all options for the development of events, including the possible closure or liquidation of the company. In order not to get new difficulties, it is recommended to study the mechanism of the procedure and understand the intricacies.

There are a lot of reasons that can lead to the liquidation of a company. Ideally, this happens with a positive balance. Then the losses for the founders and shareholders will be minimal. But in the vast majority of cases, it is debts that are the reason for closing.

Even if there are no claims or suits against the company, a number of steps and measures must go through from the decision to liquidate the enterprise to the actual liquidation with the corresponding entry in the Unified State Register of Legal Entities. The liquidation process is a complex and labor-intensive procedure from a legal point of view, especially if the company has debts. Naturally, every company owner is interested in reducing costs and minimizing losses. How to do it?

Below we will take a closer look at the procedure for liquidating an LLC with debts and the methods by which this is done.

• Article 61 p. 1 of the Civil Code of the Russian Federation;
• Federal Law No. 129-FZ dated August 8, 2001;
• Federal Law No. 14-FZ dated February 8, 1998.

First, the authorized body, indicated in the Charter of the company, makes a decision on liquidation.

The financial and economic indicators of the company at the time of the decision determine which methods will be used.

This method is used if the company is small, with no debts or debts are not significant, but at the same time a significant share of the property is owned.

The scheme of the procedure is as follows:

• A general meeting is called and a decision is made directly to close the company;
• An application is submitted to the tax office in the prescribed form;
• A liquidation commission is being created;
• An announcement is placed in the State Registration Bulletin about the closure of the company;
• Creditors must be notified without fail of the decision;
• All obligations to the counterparty must be repaid;
• Financial documents of the company are submitted to the tax office.

When all of the above points are met, the authorized body makes a decision on liquidation. At this stage, the company ceases to exist.

Another option is the actual change of founders. It is used when the company is sold, and its legal address and owner change. That is, the transfer of the authorized capital, property and the right to dispose of them in the prescribed manner is initiated. Since the procedure takes no more than two weeks, this method is advisable to use when you need to save time.

As in the case of voluntary liquidation, in order to use this method, a number of conditions must be met:

• All documents must be executed by a notary;
• A meeting of founders, shareholders, members of the board must be convened;
• Documents drawn up in accordance with the current legislation must be submitted to the registration authority where the company was registered;
• In addition, an obligatory condition is the placement of an announcement of liquidation in the press.

This option is the most time consuming. The whole process can take up to six months, and on condition that all documents are executed correctly. In addition, finding a firm that will be able to take over the obligations of the company in a merger can be difficult.

How does the liquidation proceed if the enterprise has budget debts.

If the company has debts to budgetary organizations, liquidation can be carried out in accordance with one of the scenarios.

• Transfer to non-residents, change of governing body or withdrawal of the company to another region.
• Reorganization on the place of registration of the company, followed by a change in the composition of the founders.
• Involvement of a legal successor for the reorganization.

Liquidation of the enterprise in connection with the established bankruptcy is the longest and most laborious option. First, the company’s liabilities must be transferred to another firm. At the same time, the remaining funds will not cover obligations to creditors, that is, it will be impossible to repay debts. On this basis, the beginning of the bankruptcy procedure is announced.

If the liquidation of the company will be carried out using this option, you need to be extremely careful to ensure that the “bankruptcy procedure” is carried out correctly and within the existing legal framework. Otherwise, you may be charged with avoiding obligations with the subsequent consequences. Therefore, we highly recommend entrusting control over compliance with all norms and rules to specialists.

If the LLC has tax debts, then the best option is reorganization with a subsequent merger. Thus, the legal successor will act as an authorized representative. The company will be deleted from the Unified State Register of Legal Entities. In fact, this will be liquidation.

One of the important points is the price of liquidating an LLC with such debts. The answer is simple – the price directly depends on which of the three scenarios above will be initiated.

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