What the service includes
We support the liquidation of an LLC from the founders’ decision to the USRLE entry recording the termination of its activities. We prepare the package of documents, handle communication with the tax authority and creditors, and monitor the deadlines at every stage. Voluntary liquidation is possible only if the company can settle its obligations in full, and this is what we assess at the first meeting, before the first notification is filed with the Federal Tax Service.
We prepare the interim and final liquidation balance sheets, support settlements with creditors in the order of priority set by law and, where necessary, represent the company in a field tax audit. The Federal Tax Service may order one on liquidation regardless of the schedule of earlier audits.
We also deal separately with situations where voluntary liquidation is formally possible but risky: incomplete settlements with the budget, unclosed obligations to counterparties, disagreements between founders over the distribution of the remaining property. If the analysis shows that the assets are not enough to settle all debts, we say so plainly and move the process to the bankruptcy of the legal entity. That is a separate service on the site with its own rules, but the only lawful one in such a situation.
What the service includes:
Who it is for
The situations clients most often bring to us on this topic.
How we work
A fixed cost and a clear plan of action, agreed before work begins. The timeframes below are indicative and depend on the number of creditors and the response of the tax authority.
Liquidation decision and notification to the Federal Tax Service
We prepare the founders’ decision on voluntary liquidation, appoint a liquidation commission or liquidator, and file the notification with the tax authority on Form R15016. Timeframe: 3 working days.
Publication and dealing with creditors
We publish the liquidation notice in the “State Registration Bulletin” and notify known creditors in writing. Claims are accepted for 2 months from the date of publication. Timeframe: 2 months.
Interim balance sheet and settlements
We draw up the interim liquidation balance sheet, support any field tax audit and settle with creditors in the order of priority set by law. Timeframe: 1-2 months.
Final balance sheet and USRLE entry
We prepare the final liquidation balance sheet, distribute the remaining property among the participants and file the documents for the liquidation entry in the USRLE. Timeframe: up to 2 weeks.
What you will need at the start
We confirm the exact list for your situation at the consultation. This is a guide so that you arrive at the first meeting prepared.
Key figures
Experience in this practice area specifically, not in practice as a whole.
Common mistakes
Liquidation without checking real solvency. Founders start voluntary liquidation without first assessing whether the company’s assets will be enough to settle all its obligations. If the interim balance sheet shows a shortfall of property, the procedure has to be stopped and moved into bankruptcy. Delay increases the risks for the liquidator and the founders.
A formal approach to creditors’ claims. The liquidation commission rejects or disregards some of the claims submitted without proper examination. This gives the creditor grounds to challenge the liquidation balance sheet in court and prolongs the procedure by months.
Underestimating the field tax audit. Founders treat the audit on liquidation as a formality and do not prepare the documents in advance, while the inspectorate may order an out-of-schedule audit precisely because of the liquidation. Being unprepared for the audit disrupts the agreed timetable and increases the risk of additional assessments.
What you get
An officially liquidated company with no loose ends. The client receives a legal entity that has been deregistered with all funds and registers, with no outstanding obligations that could surface years later.
Protection of the founders and director against subsidiary liability. The procedure is conducted so that settlements with creditors and the budget are documented, which removes grounds for later claims against the controlling persons.
Support through a field audit, if one is ordered. If the Federal Tax Service initiates an audit in connection with the liquidation, we represent the company at every stage, from document requests to objections to the audit report.
The final liquidation balance sheet and the USRLE entry. The client receives the approved final balance sheet, the remaining property distributed among the participants and the record sheet confirming that the legal entity has ceased to exist.
Related
Frequently asked questions
How long does it take to liquidate an LLC?+
The standard period is 4 to 6 months from the founders’ decision to the entry in the USRLE. Most of the time is taken up by the mandatory two-month period for creditors to submit claims and, where necessary, a field tax audit.
How does voluntary liquidation differ from compulsory liquidation?+
Voluntary liquidation is initiated by the founders themselves, by their own decision. Compulsory liquidation is ordered by the court, for example on a claim by the tax authority, and the company chooses neither the timing nor the composition of the liquidation commission.
Can an LLC be liquidated if it has debts to creditors?+
Only if the company is able to settle all its obligations in full. This is the key condition for voluntary liquidation. If the assets are not enough to repay the debts, the only lawful route is the bankruptcy of the legal entity.
Will a field tax audit definitely take place on liquidation?+
Not necessarily, but the Federal Tax Service may order one regardless of when the company was last audited. We assess the tax risks in advance and prepare the documents before the liquidation notice is filed.
What should I do if a creditor submits a claim after the two-month period has expired?+
Formally, the liquidation commission may refuse to satisfy such a claim, but the creditor can apply to the court. We assess the merit of each claim in advance so that the final liquidation balance sheet is not challenged later.
Does a director or founder bear personal liability after an LLC is liquidated?+
Not where the procedure is carried out correctly. The risk arises if liquidation is carried out as a formality while the company is in fact unable to pay its creditors. In that case subsidiary liability can be imposed even after the company has been removed from the USRLE.