Procedure for the liquidation of a LLC with a zero balance sheet

The closure of a “zero” company is the process of liquidating a legal entity that has not actually carried out any business activities. 

What is the difference between a LLC with a zero balance sheet and a traditional legal entity?

• The company is not involved in the main business processes, including not concluding contracts with counterparties. 
• The company does not operate a bank account in a bank, does not accept funds into a cash account and does not spend funds. 
• The firm has no debts to creditors, tax authorities or counterparties. 

However, it is important to understand here that even a “zero” LLC must submit its accounting and tax accounts in time for a desk audit by the Federal Tax Service before 31 March each year, as well as maintain its accounts with the Social Insurance Fund and the Pension Fund of Russia. In this case the accounts will contain the amount of the share capital which was deposited in the company’s accounts when the legal entity was registered. 

In any case, the differences available allow for the liquidation of a “zero” LLC in a special order, which we will examine in detail in this article. 

How to choose the way to close a firm with a zero balance?

The Russian legal system allows for three methods of LLC liquidation:  

• Voluntary. Allows to close a legal entity at the wish of the founders within the procedures established by law. 
• Through bankruptcy. Since companies with a zero balance sheet have no debts either to commercial entities or to state authorities, this method cannot be called legitimate for such organizations.  
• Firm reorganisation. This method can be used by an organisation filing a zero balance sheet, but the method is the most time-consuming compared to liquidation. 

Experience shows that the most acceptable way of closing a “null” LLC is voluntary liquidation by the decision of the company’s management. 

The procedure for closing of the company with null reporting

The procedure of voluntary winding-up of a legal entity is specified in Article 61 of the Civil Code of the RF. In general it consists of the following steps:

1. organisation of general meeting of the company owners in order to choose a liquidation commission or one person responsible for the whole procedure. At this stage, the minutes of the meeting of owners signed by all founders shall be necessarily drawn up. 
2. Fill in and send to the tax office the application form P15016. It is important to note that in the case of standard company liquidation by decision of the founders, only the title page and sheet B are enough. However, in the case of a special liquidation commission, sheet A must also be filled in. It is important to submit the application within three working days of the decision to close the company. 
3. Receive a positive decision on the liquidation of the company from the Federal Tax Service. This is usually the Unified State Register of Legal Entities, form P50007. 
4. publish the decision on closure of the company received from the tax authorities in the State Registration Bulletin. For this purpose, it is necessary to submit an application via the Vestnik’s website with the required information attached. 
5. Form, accept and send the interim liquidation balance sheet to the tax authorities. In the case of a zero balance sheet only the amount of the share capital held in the bank account must be entered as the total assets of the company. Together with the interim liquidation balance sheet in form P15016 with sign 4 “Compilation of interim liquidation balance sheet”.
6. The territorial body of the Pension Fund of Russia must receive data on all the employees hired. Such information is transferred within a month after the intermediate liquidation balance sheet is adopted. 
7. Make changes to the Unified State Register of Legal Entities. To do this it is necessary to send to the Federal Tax Service an application according to form P15016 with attribute 7 “Completion of legal entity liquidation”, the final liquidation balance sheet, a receipt for state duty in the amount of 800 roubles, and data on the insured persons.

As a result of all of the above, the company will be officially considered to be closed, subject to the changes made in the Unified State Register of Legal Entities.  

Tax audit before closing a LLC with a zero balance sheet

As we mentioned above, in case of voluntary liquidation of a company, the management of any company shall submit a corresponding notification to the tax authorities within three business days from the day of making the decision on closure. It is prescribed by Article 20 of Federal Law No. 129-FZ of 08.08.2001 “On state registration of legal entities and individual entrepreneurs”. At this moment, employees of Federal Tax Service will know about the beginning of closing the company, and accordingly they can make a decision on starting the inspection. 

In the case of closing a company with a zero balance sheet, there may not be an on-site liquidation audit. This is because there are no business entities or individuals whose interests may be adversely affected by the impending closure.

However, more often than not, the tax office may conduct a desk audit when the final liquidation balance sheet is submitted, which will consist of checking documents and tax returns.

If any questions arise when closing a “zero” company or compiling a liquidation balance sheet, you need to seek professional help. VALEN lawyers are ready to provide legal assistance to companies in liquidation. 

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