Business for various reasons is no longer needed by its owners. Sometimes they prefer to “forget” about it, hoping for the “liquidation” of the LLC by decision tax authority on the exclusion of the company from the Unified State Register of Legal Entities. When such an exception is possible and what consequences await the owner, we will consider further.

Why tax authorities can "close" the company

Everyone understands the reasons why the owner seeks to get rid of the business that has become unnecessary. But sometimes the "closure" occurs not at his will, but at the behest of the regulatory authorities. We list when it is possible to liquidate an LLC on the initiative tax office:

• the organization does not report to the inspection in accordance with the established forms for more than 12 months, and operations are not carried out on its bank accounts. In this case, the organization is considered to have terminated its activities;
• the organization does not have the funds to carry out a voluntary “closure”, and it is impossible to recover funds from the owners for these purposes;
• the organization within 6 months does not correct the false information contained in it about itself in the Unified State Register of Legal Entities. This happens when the inspection, having not received answers to its questions from the organization, made an entry in the register about the presence of unreliable information.

Note that the last two grounds have been in force since September 2017.

When it is impossible to start the forced liquidation of a tax LLC

Controllers, even if there are grounds for that, cannot always start the procedure for deleting a company from the state register of legal entities. The exclusion process will not start if:

• the court decided to start bankruptcy proceedings against such an organization. From June 28, 2017, information on the initiation of a bankruptcy case is included in the Unified State Register of Legal Entities, as well as information on all stages of bankruptcy;
• the organization has debts to the budget, the term limitation period which have not been passed yet. In connection with the new powers of the tax authorities in relation to the collection of debts on insurance premiums, this is also true if the company has outstanding debts to funds.

The courts believe that the presence of "budgetary" debts is not an obstacle to the liquidation of an LLC at the initiative of the tax authorities, but controllers believe that in this case the order of the exclusion procedure itself will be violated.

How to exclude from the state register

When controllers have reasons to exclude an organization from the register of legal entities, they make an appropriate decision. The message about it is published in the specialized media. The order in which interested parties can submit their objections is also reported here. This can be done within 3 months.

If there are applications from interested parties, then the process of "liquidation" of the LLC by the tax authority through deletion from the register is terminated. Under such circumstances, "closing" can occur either as a result of voluntary liquidation or as a result of bankruptcy proceedings.

Therefore, if the tax authority decides to exclude a company that has debts to the budget from the Unified State Register of Legal Entities, it must immediately file an application as a creditor and thereby terminate the exclusion process. Those. “Tax liquidation” of an LLC in the case of debtors to the budget is impossible.

If no applications are received, the legal entity is excluded from the register.

Can the debts of the excluded company be recovered from the founder?

Since June 28, 2017, the norm has been legally fixed, according to which the exclusion of a company from the Unified State Register of Legal Entities, initiated by the tax authorities, creates the same consequences for its owner as during liquidation. If the company is declared inactive and the company is “closed” tax service, and creditors were able to prove that this happened through the fault of the owners of the organization, then the owners will be required to pay off unpaid debts.

The liquidation of FNS LLC is carried out if the company's activities were carried out in violation of the law or were not carried out at all. In this article, the reader will find information on the procedure for liquidating an LLC at the initiative of the tax authorities, as well as on the specifics of implementing this procedure in practice.

Liquidation of LLC by the decision of the tax authority (tax inspections): reasons

The reasons for the liquidation of an LLC at the initiative of the tax authority are:

• failure to provide reporting documents to regulatory authorities and the absence of transactions on the bank accounts of the organization within 12 months preceding the moment the Federal Tax Service initiated the procedure for the liquidation of the company (clause 1, article 21.1 of the law "On state registration... "dated 08.08.2001 No. 129-FZ);
• violations of the law committed during the registration of the LLC (subclause 1, clause 3, article 61 of the Civil Code of the Russian Federation);
• the legal entity does not have a license to carry out a certain type of activity (subclause 2, clause 3, article 61 of the Civil Code of the Russian Federation);
• repeated violation by the company of the requirements of the current legislation (subclause 3, clause 3, article 61 of the Civil Code of the Russian Federation);
• a number of other reasons.

The liquidation of an LLC out of court is carried out only in the event of the occurrence of circumstances provided for in paragraph 1 of Art. 21.1 of Law 129-FZ, - in all other cases, the Federal Tax Service can act as the initiator of the excitation court proceedings aimed at liquidating the company.

The procedure for the liquidation of IFTS LLC out of court

The sequence of actions carried out by the tax service in order to abolish the legal entity is determined by the provisions of paragraphs. 3 and 4 art. 21.1 of Law 129-FZ, according to which it looks like this:

• The Federal Tax Service makes a decision to exclude the company from the Unified State Register of Legal Entities in connection with its recognition as inactive.
• The decision is published in the journal "Bulletin of State Registration", and the publication must be carried out within three days from the date of its adoption.
• Simultaneously with the publication decision the tax authority must publish information on the procedure for receiving applications from creditors of the enterprise, whose rights and interests may be affected as a result of the liquidation of the company.
• Applications are accepted from creditors and other contractors of the enterprise. The procedure is carried out within three months from the date of publication of the relevant notification in the press. In the event that such applications were sent to the tax authority, the decision to exclude the company from the Unified State Register of Legal Entities is not made, and the liquidation of the company is carried out in the manner prescribed by Art. 61 of the Civil Code of the Russian Federation.

Liquidation of an LLC by a court decision

The procedure initiated by the tax authorities for the liquidation of a legal entity in a judicial proceeding consists of the following stages:

• Representative government agency sends to the Arbitration Court statement of claim demanding the liquidation of the company. It must be accompanied by a package of documents confirming the validity of the tax initiative.
• Arbitration checks the company for signs that allow it to be assigned the status of inactive (clause 7 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation “On Some ...” dated July 30, 2013 No. 61).
• A liquidation commission is being created, which, in accordance with the provisions of Art. 63 of the Civil Code of the Russian Federation publishes in the journal "Bulletin of State Registration" information about the upcoming abolition of the company, and also notifies the creditors of the enterprise about this fact.
• After the expiration of the period given to creditors for nomination financial requirements(in accordance with paragraph 1, clause 1, article 63 of the Civil Code of the Russian Federation, it can be two or more months), an interim liquidation balance sheet is drawn up.
• If the funds available to the enterprise are sufficient to satisfy all the claims made against it, the debts are repaid, the liquidation commission draws up a liquidation balance sheet and transfers it to the tax office, after which an entry is made in the Unified State Register of Legal Entities on the termination of the existence of the legal entity.
• If own funds the company does not have enough to pay all its debts, the liquidation procedure is carried out by assigning the company the status of bankrupt in the manner prescribed by the provisions of the Law "On Insolvency ..." dated October 26, 2002 No. 127-FZ.

So, the forced liquidation of a tax LLC can be carried out both extrajudicially and judicially. In the first case, the actual absence of activity becomes the basis for the abolition of the company, and in the second, gross and repeated violations of the current legislation.

At the legislative level, a whole range of grounds has been identified under which it is possible to carry out the forced liquidation of an organization. These include:

• detection of violations of the current legislation;
• entrepreneurial activity without a license, if it is necessary for this area;
• competition that violates the norms of the current legislation;
• identification of the fact of the absence of any activity on the LLC.

The absence of actual activity can be identified by operations on the current account. In accordance with the requirements of the current legislation, if no actions were taken on the current account for fourteen months, this may be the basis for the forced liquidation of the LLC.

Separately, it is worth noting violations of the law, in accordance with which a procedure for the forced liquidation of an LLC can be carried out (for example, if the presence of harmful emissions into the atmosphere is revealed, interested parties have the right to apply to the court with a corresponding application).

STAGES OF THE PROCEDURE FOR FORCED LIQUIDATION OF A LLC

IN Russian practice instructions have already been developed, including step by step plan on carrying out all procedures aimed at the liquidation of the LLC. In general, enforcement consists of several stages.

At the first stage, the interested person applies to the court with a demand for the forced liquidation of the LLC. In such a situation, the same interested person has the right to submit an appropriate application to start the process of forced liquidation of the LLC.

Immediately before filing an application with the court, the interested party collects evidence that confirms the existence of grounds for the forced termination of the LLC. In the event that the judge makes a decision on the validity of the stated requirements, he announces the start of procedures for the liquidation (forced liquidation of the LLC).

After such a decision is made, a special liquidation commission is convened. The organization is carried out in accordance with the decisions taken by the judiciary. In the course of exercising its functions, the liquidation commission:

• draws up accounting;
• performs an audit of the operation of the liquidated enterprise;
• accepts claims submitted by creditors of the liquidated LLC;
• draws up an interim balance sheet;
• closes bank accounts.

Immediately after the liquidation commission performs the functions assigned to it, the LLC is liquidated by force.

To carry out this procedure, it is required to prepare a certain package of documents, which consists of:

• decisions of the bodies having the authority to do so;

• evidence confirming the fact that there are grounds for the forced liquidation of an LLC (for example, the results of a prosecutorial audit of this organization);

• statement of claim;
• interim and final balances.

Bodies acting as initiators of forced liquidation of LLC

Based judicial practice, we can single out a whole list of bodies that may be interested in the forced liquidation of an LLC. These include:

• bodies carrying out registration in cases where there is an incomplete payment of the established capital or non-compliance of the existing constituent documents with the requirements stated in the law;

• the prosecutor's office, if the forced liquidation of the LLC is carried out in the interests of protecting the rights of citizens, the state and society as a whole;

• tax authorities, if during the audit of the enterprise a gross violation of the current tax legislation is revealed;

• antimonopoly authorities, if the LLC conducts activities that are aimed at restricting competition in a certain area;

• central bank Russian Federation if the organization carries out various Bank operations for which she is not licensed;

• a state body whose tasks include control over the activities of non-state pension funds in the event that an LLC operates without an appropriate license;

• any organization or citizen interested in this, if we are talking about cases where the enterprise has a debt in an amount sufficient for liquidation.

FORCED LIQUIDATION OF LLC: CONSEQUENCES

After the completion of the procedures for the forced liquidation of the LLC, the company will not have any rights to carry out any kind of commercial activity. After that, all existing debts that were not covered before the liquidation of the LLC are written off.

The requirement to write off the debt is due to the fact that after the procedures for the forced liquidation of the LLC, the organization does not have property that can be used to pay off debts. The property belonging to the founders is considered inviolable.

The third day, he cleaned up the tails of a closed publishing business and liquidated one limited liability company. Due to a number of circumstances, I did everything myself, and looking at how the same poor fellows suffer and how much money they wring for a simple process, I decided to generalize the experience.

So, let's decide on the initial data, there is a "clean" and "zero" OOO, with the following characteristics:

1. LLC is registered in Moscow, at a real address, applied the USN 6%;


2. Authorized capital was formed by the contribution of the property of the founders (office equipment);


3. The legal entity actually worked for many years, employees were registered, operations, accounting, reporting, etc. were carried out;


4. There was no crime in the activity;


5. Over the past 3 years, no activity has been carried out, there are no employees, but all reporting has been submitted, of course, zero;


6. There are no debts to partners, contractors and the budget;


7. The decision to liquidate was taken by the founders unanimously, there are no disputes about property.

The whole liquidation process took me about 4.5 months from mid-January 2015 to June 1, 2015, there were no failures (failures), but still, some stages could have been completed faster.

The legislation regulating the state registration and liquidation of legal entities is fragmentary and sometimes contradictory, so where I had to make a choice in favor of one of the ways, I will try to justify my actions.

The material is presented in the style of an akyn, for me it is for complete dummies in legal matters, which I am also. I tried to make the steps as atomic as possible.

So, with the introductory over, let's get down to practice:

Step 1. Preparatory

I strongly recommend that you initially create a package of documents so that it is constantly at hand and thereby avoid unnecessary disputes with notaries and tax authorities.

For this case, you will need the originals of the following documents:

1. Memorandum of association,


2. charter,


3. Certificate of state registration legal entity, with the assignment of PSRN,


4. Certificate of registration with the tax authority, with the assignment of TIN and KPP,


5. Power of attorney for representation or documents for a person acting on behalf of a legal entity without a power of attorney (for example, an appointment order, minutes of a general meeting, an extract from the Unified State Register of Legal Entities).

Useful links:
Termination of the activity of a legal entity ( short description process on the official website of the Federal Tax Service of Russia),
Reorganization and liquidation section on the regforum.ru forum,
Section Registration of the klerk.ru forum.

Step 2. Extract from the Unified State Register of Legal Entities about LLC

To perform a number of notarial actions, you will need a "fresh" extract from the register of legal entities, the expiration date in the understanding of notaries is 1 month. I heard about such notaries who do not need an extract, but I have never met such notaries. An extract request can be made over the Internet (if you have the appropriate key), through numerous intermediary services, or independently through the territorial tax office. In relation to "their" LLC, obtaining an extract is free of charge, within a week, and urgently "tomorrow" will cost 400 rubles.

When we submit a request, have a copy of the request with you, they will put a stamp on the surrender, and, as always, a passport and a power of attorney. If the request is urgent, we attach a receipt for payment of the state duty. I recommend that you look at the schedule for issuing documents at the tax office when submitting them, specifically in my ready-made statements they were previously issued only after 16:00, so ...

When we receive an extract, have a copy of the request, passport and power of attorney with you.

Step 8. Extract from the Unified State Register of Legal Entities about LLC

At the next stages of the process, we will again need the services of a notary, and he, in turn, will need a fresh extract from the Unified State Register of Legal Entities, since the previous extract has already "spoiled" in the eyes. We repeat step 2.

Step 9. Preparation of the Interim Liquidation Balance Sheet

What is the purpose of preparing an Interim Liquidation Balance Sheet? Let us quote paragraph 2 of Article 63 of the Civil Code:

2. After the deadline for submitting claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information about the composition of the property of the legal entity being liquidated, the list of claims submitted by creditors, the results of their consideration, as well as the list of claims satisfied by a court decision that has entered into legal force, regardless on whether such demands were accepted by the liquidation commission.

So, the period established by law has passed, for the presentation of external claims and we have proof of the notification measures we have taken - publication in the Bulletin, we proceed to draw up an interim liquidation balance sheet.

There is no approved form of the PLB, there is not even a general opinion about whether it should really be a balance sheet (i.e. asset and liability are equal to each other), usually it is done on the basis of the usual balance sheet and contains the following details:

1. Information about the approval at the OSU: Approved Decision General Assembly participants of LLC "___________" dated "__" ________ 2015, Minutes No. _____


2. Name: Interim liquidation balance sheet.


3. Publication details: This Interim Liquidation Balance Sheet was drawn up at the end of the period for the presentation of claims by creditors, including after 2 months after the publication in the journal "State Registration Bulletin" No. ___ dated ____________ 2015 of the message on the liquidation of the Company and the measures taken to identify creditors and their claims, claims satisfied by a valid court decision, identification and receipt accounts receivable, as well as determining the composition of the Company's property.


4. Information about the identified requirements: At the moment of drawing up this Interim Liquidation Balance Sheet, no claims were made by creditors against the Company. The liquidation commission did not reveal any creditor and debtor obligations. There are no court decisions that have entered into force and satisfy the requirements of creditors.

As for the distribution of money in accounts, it is better to consult an accountant. If, by the time the balance sheet is drawn up, there is only the Authorized Capital and its property expression, then we write the corresponding amount in the Asset / Fixed Assets and Liabilities / Authorized Capital.

The Interim Balance Sheet is signed by the Chairman of the Liquidation Commission. The document is numbered and stapled.

The PLB is approved at the General Meeting of Participants.

Document templates:
Interim liquidation balance sheet (.rtf format),
Minutes No. 2 of the General Meeting of Participants of the LLC (.rtf format).

Step 10. Preparation of a notice on the preparation of an interim liquidation balance sheet

With the help of the program "Preparation of documents for registration of a legal entity", we are preparing the form P15001 already familiar to us, only for title page note paragraph 2.3 "Compilation of an interim liquidation balance sheet", the rest is similar to step No. 4.

Step 11. Signature authentication and verification of credentials by a notary

We visit the notary again, with a new notification, an interim liquidation balance sheet (?), Protocol No. 2 (on the preparation of the PLB), Protocol No. 1 (on the formation of a liquidation commission), a package of constituent documents, a passport and money. The rest is the same as step #5.

Step 12. Submit documents to the 46th tax office

1. Interim liquidation balance sheet,


2. Minutes of the General Meeting of Participants No. 2,


3. Notice of liquidation of a legal entity in the form P15001, certified by a notary.

Step 13

See step #7.

Step 14. Preparation of the Closing Balance Sheet

After receiving the record sheet of the Unified State Register of Legal Entities on making an entry in the register on the preparation of the PLB, we proceed to the preparation of the liquidation balance sheet. There is an opinion among practicing registrars that the liquidation balance sheet and, accordingly, the Application for state registration of a legal entity, in connection with its liquidation in the form P16001, can be submitted simultaneously with the Notice of Compilation of the PLB. I know about cases of successful implementation of this option, but there is also a risk, in case of failure with the registration of the PLB, to make a second visit to the notary.

By the time the liquidation balance sheet is drawn up, all settlements with creditors must be made, and one more question remains - distribution Money and property between LLC members. This issue must be approached responsibly, since within the framework of tax law, individuals there is income on which the corresponding tax must be paid. There are different points of view regarding tax base, for example, is it possible to subtract the sum down payment participant.

For my participants, there was no interest in distributing non-working office equipment that had worked for more than 10 years and getting involved in tax proceedings. Therefore, it was decided to write off this property from the balance sheet of the LLC. By order of the Chairman of the liquidation commission, an inventory of the LLC's property was initiated and a decision was made to write off fixed assets. Thus, in the Asset we get zeros, and in the Liabilities the Authorized capital - 15 and Retained earnings (uncovered loss) - (15), the result is a zero balance.

In form, the Liquidation Balance Sheet is similar to the intermediate one (see step No. 9), only the name is changed and an entry is added: At the time of drawing up this Liquidation Balance Sheet, there is no property (including that to be distributed among the participants).

Document templates:
Liquidation balance sheet (.rtf format),
Order on inventory of property and write-off of fixed assets (.rtf format),
Act on the write-off of OS objects (format.xls).

Step 15. Preparation of the Application for Liquidation of a Legal Entity

We prepare form Р16001 using the program "Preparation of documents for registration of a legal entity", the rest is similar to step No. 4.

Step 16. Payment of the state duty

The state duty for registration of a legal entity in connection with its liquidation is 800 rubles. On the official website of the tax there is a service that generates a payment, you can also make cashless payment card.

Step 17. Submission of documents to the 46th tax office

We go to the 46th tax office and submit the following package of documents:

1. liquidation balance sheet,


2. Minutes of the General Meeting of Participants No. 3,


3. Application for state registration of a legal entity, in connection with its liquidation in the form P16001, certified by a notary,


4. Order on inventory of property and write-off of fixed assets,


5. Act on the write-off of an object of fixed assets in the form of OS-4,


6. Receipt of payment of state duty.

Do not forget your passport, and a document confirming your authority (OSU Protocol No. 1 on the formation of a liquidation commission). The rest is the same as step #6.

Step 18

See step #7.

That's all, if we have reached this point, the LLC is considered liquidated. There are a couple of related points.

What to do with a bank account?

I closed the current account before the start of the liquidation procedure, so as not to pay the subscriber. Some lawyers recommend closing the current account as a last resort, before approving the liquidation balance sheet, arguing that if the tax or funds find a arrears / fine, then payment will be accepted only from the current account. But in my case, there were no debts, and as they told me in tax payment will also be accepted on behalf of the Chairman of the Liquidation Commission.

What we DO NOT do

We do not notify the PF and FSS funds about the beginning of the liquidation procedure.
We do not receive in Pension Fund certificate of absence of debt.
We do not reconcile in the territorial tax.
We do not hand over the interim liquidation balance sheet to the territorial tax office.
We do not order a copy of the Bulletin, nor a copy of the page with our publication.

Issue price

Notary services: 1500 + 1500 + 1400 = 4400 rubles,
Publication in the State Registration Bulletin: 1760 rubles,
State duty: 800 rubles,
Transportation costs (approximately): 700 rubles,
Office expenses (approximately): 300 rubles.

Total: about 8000 rubles.

Liquidation of an LLC by decision of the tax authority quite possible, but this requires a number of conditions. We will tell you more about what legislation regulates the procedure for liquidating a company by decision of the Federal Tax Service, and what is the liquidation procedure, in the article.

Forced liquidation of a tax LLC - legislative framework

Most often, the participants themselves liquidate the company, but this is only a general procedure. The current legislation provides for other ways to terminate the activities of the organization, one of which is the liquidation of LLC FTS.

The procedure for the liquidation of an organization at the initiative of the tax authority is enshrined in Art. 21.1 of the Federal Law "On state registration ..." dated 08.08.2001 No. 129.

A feature of the considered method of liquidating a company is that the LLC actually stops working, despite the fact that the participants in the company did not make a decision to terminate the activity.

Here are three main criteria according to which the Federal Tax Service can determine that an LLC is not actually operating:

1. The organization does not transfer payments to the budget.
2. There is no account movement.
3. The organization has ceased to hand over the reporting provided by the law.

Thus, the company exists only on paper, that is, formally. For the state, the existence of such organizations is inappropriate, and that is why the law establishes a special procedure for their liquidation.

Liquidation of an LLC by the tax office - procedure

In order for the tax authorities to understand that the organization, formally existing, ceased its activities, clause 1 of Art. 21.1 of Federal Law No. 129 provides for two criteria:

1. The company did not provide any financial statements for the whole year.
2. The settlement accounts of the organization are not used in any way during the whole year, that is, there is no movement on any of them.

These criteria must be met together, in the aggregate. If the company submits reports, but there are no account transactions, then this does not entitle the Federal Tax Service to exclude the LLC from the register. Similarly, if a firm does not report, but uses bank accounts, this indicates its functioning.

Let's analyze the stages of exclusion of a company from the Unified State Register of Legal Entities by decision of the Federal Tax Service:

1. The FTS can exclude an organization from the Unified State Register of Legal Entities by making an appropriate decision about this. If there is information that the organization is at the stage of bankruptcy, the Federal Tax Service is not entitled to initiate liquidation under the scenario under consideration. In addition, the decision itself does not mean that the process of exclusion from the Unified State Register of Legal Entities will be completed. This only indicates that the process has begun.
2. After the FTS makes a decision, information about the upcoming liquidation should be published in the State Registration Bulletin. The tax inspectorate has 3 days to do this. Data for creditors and participants of the company are also published there for them to send applications in connection with the upcoming liquidation of the company. Such statements should not be unfounded, but motivated. The application form No. Р38001 was approved by the Order of the Federal Tax Service of Russia dated February 11, 2016 No. ММВ-7-14/72@. Download it to fill in Adobe Reader ( PDF format) Can .
3. You have 3 months to submit applications. If applications are received, the process is terminated, and the decision of the Federal Tax Service is canceled. In this case, the liquidation procedure can take place only in the order of bankruptcy, or in another way provided by law.
4. If no applications are received, the organization is excluded from the Unified State Register of Legal Entities.

Liquidation of an LLC by a court decision (at the initiative of the tax authority)

Tax authorities can become the initiators of the liquidation of an LLC not only according to the procedure described above, which is easy to interrupt, but also in a different order - through the court.

The grounds for this are provided in paragraph 3 of Art. 61 of the Civil Code of the Russian Federation. The Federal Tax Service may apply to the court if:

1. The company's registration has been invalidated.
2. The company operates without a license, although such a license is required.
3. The LLC is not a member of the SRO, although such membership is required by law.
4. The company is not admitted to a certain type of activity (there is no certificate issued by the SRO).
5. The company operates in violation of the laws of the Russian Federation.

Thus, according to the decision of the Federal Tax Service, the liquidation of an LLC is quite possible if the organization has not been operating for more than a year. In addition, the Federal Tax Service has the right to apply to the court with a requirement to liquidate any company if the above grounds exist.