Liquidation of LLC through sale: step-by-step instruction

Liquidation of the LLC in accordance with the general rules implies the procedure for the termination of the activities of the organization without the transfer of rights and obligations to another person. The liquidation process itself is rather complicated and multi-stage, but it can be greatly simplified by using alternative methods to terminate the business. This may be the reorganization or liquidation of LLC through sale.

If you choose between these two ways, then you should choose a sale, since this is the fastest and easiest way to eliminate it. In addition, it is possible to liquidate a business through sale in two ways.

Features of alternative elimination

• The organization does not stop its activities. When selling the LLC is not closed, its rights, obligations and work with counterparties are not terminated. Only the membership changes.
• The staff does not change. The new owner of the organization decides on the appointment of the head, but no rules oblige him to dismiss the current director. The same goes for officials and other employees: they do not lose their jobs after the sale of the LLC, if this is not necessary.
• Liquidation of the LLC through the sale is carried out rather quickly. The entire process takes less than a month, and the conclusion of an agreement on buying and selling is faster than the replacement of owners.
• The company is not subjected to any checks, including tax, as with full disbandment. As the organization continues its activities, there is no need to conduct verification activities for payment of taxes and compliance with legislation.
• At the end of the sale process, it is necessary to register changes in the Unified State Register of Legal Entities. Any steps are subject to mandatory state registration, including the change of owners and the general director.

An alternative way of liquidating a business, as it may seem at first glance, is much easier than complete disbanding, but there are also some nuances here: first of all, it is necessary to find an interested buyer and know how to sell the company competently.

Elimination conditions

Liquidation of LLC by sale is possible provided that the following conditions are met:

• The owners of the organization must draw up a competent agreement indicating all the necessary information. The contract should indicate the market value of the enterprise and list all assets. For the correct preparation of this item, an inventory is required, after which both sides need to be informed of the results. If both parties agree on all points, then the agreement on sale and purchase can be signed.
• In the presence of debts, the company must notify its creditors of its plans, since liquidation of LLC with debts through sale can be carried out only with their consent. If the owners ignore this condition, then in the future the transaction can be canceled, and the creditors can collect the debts through the court. Even if the time has passed after the sale, the creditor has the right to make claims.
• If the owner is legally married, then the consent of the spouse will be required to sell the business. If the founder is not married, he will need to present an identity document.
• All co-owners of LLC must write consent to waive the pre-emptive right to acquire a business.

Only after compliance with all the above conditions, you can proceed with the processing of documents for the sale of LLC.

Liquidation of LLC through sale: advantages and disadvantages

The main advantages of an alternative elimination method are in the profitability and speed of the process. This method is very popular today, however, it is extremely difficult to conduct a transaction without the help of competent legal support. It is almost impossible to sell a business independently. Accordingly, it will take a lot of money, but when compared with debt, spending is quite small.

The legality of the procedure is a controversial issue. If it is a deliberate liquidation of LLC with debts through fictitious transactions - of course, such a method is illegal. But if you carry out the sale in accordance with the norms of the law, then there is no prohibition for changing owners or selling a legal entity, and the amount of debt obligations does not matter. The only thing that can not be avoided, if acting according to the law is the presentation of claims by credit organizations in the early stages of the procedure.

Risks and consequences

The main risks of liquidation through the implementation of business stem from the shortcomings of the method itself:

• Having sold the company, and thus getting rid of debt obligations, the businessman will not insure himself from responsibility for those obligations and violations that arose when he was the owner.
• When carrying out the process of sale and purchase of an institution as a property complex, it is necessary to notify the sale of creditors, otherwise the transaction can be recognized as null and void. And this means that we will either have to "circumvent" the law, or pay off debts in the process of conducting the transaction.
• Since the liquidation of the LLC through sale is conducted with the involvement of an intermediary, it is highly likely that not all procedures will be complied with or some legal norms will be violated. Refer to the selection of specialists who will carry out the liquidation operation, extremely carefully.

Ways of sale LLC: step-by-step instruction

The implementation of the LLC to other persons is not a liquidation in the direct meaning of this word, as the organization has not ceased its activities, only the management has changed. This method of so-called liquidation takes only a few hours and is carried out by a notary. After the end of the sale and purchase transaction, all liabilities for the company are transferred to the new owner.

The law provides for various methods of liquidation by sale:

• Liquidation of an organization by selling a stake in LLC to a third party.
• Sale by the way of change of the owner and the general director.

Elimination of the organization by selling a stake

Liquidation of the LLC through the implementation is much faster than the process of complete disbanding of the company, but in this case it is necessary to perform certain procedures and adhere to a sequence of actions.

Necessary steps:

• Organize a meeting at which the decision of the founder of the LLC to sell the organization and prepare an appropriate protocol.
• Coordinate all actions of the parties.
• Notify the sale of credit institutions.
• Prepare and agree on an agreement on purchase and sale.
• Fill in and notarize the application form.
• Notarize to assure the contract of sale of LLC.
• To issue an act of acceptance and transfer of the company's property, including debt obligations and statutory fund.
• Register an agreement with the relevant authorities and file an application with the tax authorities (this must be done before the expiry of the three-day period after the signing of the sale agreement).

The application should be accompanied by a contract and minutes of the meeting on the sale of the LLC. After submitting documents to the Inspectorate within a week, the employees of the service will make changes to the change of managers in the Unified State Register of Legal Entities.

Change of leadership

Do not know how to sell the company? This method can be considered an alternative, it is carried out by two methods:

• Conclusion of an agreement on sale or purchase of a share gift agreement to a new owner or owners. This sale can be considered urgent, the process takes place in one stage and does not require large expenditures.
• Create an application for withdrawal from the LLC by distributing shares between the parties. This method occurs in two stages:

1. New members are being introduced into the company's management.
2. Former participants voluntarily leave the LLC, the new owner or owners receive their share.

The CEO appointed by the new participants assumes all responsibility for the company's further actions. If the order of sale of the LLC was observed, all procedures were carried out without violations and with observance of all conditions, claims to former owners should not be.

In parallel with the business liquidation procedure, it is necessary to re-register it, which means making changes to the relevant information on the founders and the head of the relevant state registers.

Timing

Liquidation through the sale of LLC is considered urgent, since it takes a minimum period. If you correctly approach the process, it will take no more than two weeks.

• Studying of documents of owners, preparation of the agreement of purchase and sale and other documentation occupies - 1-2 days.
• Registration of documents at the notary - 1 day.
• Registration of changes by employees of tax inspection - not less than 12 days.

Liquidation of LLC through the sale takes 2-3 weeks, while the process of complete disbandment takes about six months.

Required documents

The list of documents for notarial certification includes:

• Contract of sale.
• Statement of the owners.
• Certificate of Incorporation.
• Constituent documentation.
• List of owners.
• Articles of association.
• Reference from the statistics bodies with the code of OKVED.
• Passports of all participants in the transaction.
• The consent of the spouses for the sale of LLC or the marriage contract, with this paragraph.
• Extract from the URGYUL (valid for no more than 3 days).
• Receipt for payment of state duty.

Legal risks

Liquidation of business through sale is a legal procedure that involves certain risks. Because, the organization remains on record with the current TIN, only information about the founders and the name of the executive body change. After the end of the purchase and sale transaction of LLC, all responsibility is shifted to the new management. In order to make changes in any aspect of the organization's activities, change the name or legal address, the new owner will need to spend a lot of money and time.

Conclusion

The sale of business as a method of liquidation is a simple and very fast procedure, however, in the presence of large debts and internal problems, it is better for company owners to think about voluntary bankruptcy. Do not forget that even after the sale of a legal entity, over time, unclosed obligations to creditors may surface. Before making a final decision on the sale of the LLC, think again, is this method appropriate for you.