When liquidation of the company, goods remained. How to get rid of the commodity residue in the liquidation of the LLC, with minimal taxes. Intermediate liquidation balance

At the enterprise there was a refirmation. Products manufactured earlier were specific, the warehouse remained implications (components). Some part was implemented. What to do with the remnants? Whether it is possible to write off the balances in accounting, and make adjustment to the amount of write-off residues for tax accounting?

Having considered the question, we came to the following conclusion:

In accounting, the unquidal IPUs can be written off on other expenses of the organization as a morally obsolete property. As for tax accounting, in our opinion, the cost of the writable materials can be taken into account for the purposes of taxation of profits in the cost of production costs, not given products.

Accounting

Increased components are part of the organization's material and industrial reserves (p. 2 PBU 5/01 "Accounting for material and production reserves" (hereinafter - PBU 5/01)), that is, the rules of their accounting are regulated by PBU 5/01 and methodical instructions by accounting material and industrial reserves approved by the Order of the Ministry of Finance of the Russian Federation of December 28, 2001 N 119n (hereinafter - Methodical instructions).

In accordance with paragraph 124 of the methodological instructions, the write-off of materials from accounting accounts can be carried out, in particular, in case they are morally outdated. The decision to write down the MPZ as a result of their moral obsolescence is adopted by the head of the organization, and the preparation of the necessary information for the adoption of such a decision is carried out by a specially created (by order of the head) with the participation of financially responsible persons, the Commission (p. 125 of the methodological instructions).

The obligation of this commission includes, in particular:

Direct inspection of materials;

Establishing the causes of unsuitability to the use of materials;

Determination of the possibility of using materials on other purposes or their sales;

Conducting jointly economic services (specialists) evaluation organization market value materials;

Then, for each division of the organization on financially responsible persons, an act on the write-off of the MPZ is compiled in which it is necessary to indicate:

The name of the writable materials and their distinctive features;

Number;

Actual cost;

Set storage period;

Date (month, year) of the receipt of materials;

The cause of writing off.

This act is approved by the head of the organization or face, they are authorized.

If the Commission establishes that the use of materials purchased earlier for the purposes of the production of specific products are not possible, these materials are subject to disposal. The disposal control is also carried out by the Commission.

In accounting, utilized morally obsolete MPS are included in other expenses of the organization (paragraph 11 of PBU 10/99 "organization expenses", approved by the Order of the Ministry of Finance of the Russian Federation of 06.05.1999 N 33N) and are reflected in the account, subaccount 2 "Other expenses":

Debit 91-2 credit - written off morally obsolete materials.

However, after the write-off of illiquid materials, it may turn out that the company will lose the property of one species (components), but acquires the property of another species - recycling (for example, scrap metal). In this case, the received redemption must be taken to account at the current market value defined on the date of adoption of accounting records (paragraph 9 of PBU 5/01).

The cost of recovered MPS subject to further implementation is taken into account as part of other revenues (paragraph 7 of PBU 9/99 "Revenues of the Organization", approved by the Order of the Ministry of Finance of the Russian Federation of 06.05.1999 N 32N). Accounting is recorded:

Debit 10-6 Credit 91-2 - recruited MPZ for the price of possible implementation (at current market value).

For your information:

In accordance with paragraph 25 of PBU 5/01, material and production reserves that are morally outdated, fully or partially lost their initial quality Either the current market value of which decreased, reflected in the balance sheet at the end of the reporting year minus the reserve for the reduction of the value of material values. The reserve for reducing the value of material values \u200b\u200bis formed by the financial results of the organization by the amount of the difference between the current market value and the actual cost of material and production reserves, if the last above the current market value.

Thus, in case the decision to write off the moral outdated MPS. It was not accepted during the year, that is, these materials remained in stock at the end of the year, the organization needs to create an appropriate reserve. The procedure for its formation is set forth in paragraph 20 of the methodical instructions. WHERE it is said that the calculation of the current market value of the MPZ is made by the organization on the basis of information available before the date of signing of accounting reporting.

In accordance with the account plan and instructions for its application (approved by order of the Ministry of Finance of the Russian Federation of 31.10.2000 N 94N), the formation of a reserve for a decrease in the cost of the MPZ is recorded in accounting on a credit account of 14 "reserves for reducing the value of material values" and the debit of an account, subaccount 2 " Other expenses":
Debit 91-2 Credit - Created a reserve for reducing the cost of the MPZ.

In subsequent reporting periods as the materials are written off, for which the reserve is formed, reserved amount Restored by reverse wiring:

Debit Credit 91-1 - reserved amount restored.

It should be borne in mind that the Tax Code of the Russian Federation does not provide for the possibility of creating a reserve under consideration and for tax purposes, the amount of deductions is not recognized.

As a result, by virtue of clause 4 of PBU 18/02 "Accounting for income tax calculations", approved by the Order of the Ministry of Finance of the Russian Federation of 19.11.2002 N 114n, when creating a reserve at the end of the year, a reserve for a decrease in the value of material values \u200b\u200barises permanent differencethat entails recognition in accounting permanent tax obligations (FNO) on the basis of paragraph 7 of PBU 18/02.

The amount of the restored reserve under the reduction of the value of material values \u200b\u200bin order to calculate the income tax income is not recognized, therefore, as write off the MPZ. and recovery of the recruitment will be reflected permanent tax Active (PNA) (p. 7 PBU 18/02):

Debit a loan - the amount of reserve is accrued so

Debit a loan - reflected PNA in part of the recovered reserve.

Tax account

In accordance with PP. 11 p. 1 Art. 265 of the Tax Code of the Russian Federation to non-dealerization costs of the taxpayer include the costs of canceled production orders, as well as production costs that have not granted products. At the same time, the recognition of such expenses is carried out on the basis of taxpayer acts approved by the head or by the person authorized by him, in the amount of direct costs defined in accordance with Art. 318 and Art. 319 Tax Code of the Russian Federation.

The above rule does not put the validity of recognizing the corresponding costs dependent on the reasons why products were not produced. However, according to the tax authorities, to use PP. 11 p. 1 Art. 265 of the Tax Code of the Russian Federation the taxpayer is entitled only if the products, for the manufacture of which they need written off the MPZ, passed all stages of processing or several stages of treatment, but the production did not give the result in the form of finished products.
However, according to paragraph 1 of Art. 252 of the Tax Code of the Russian Federation expenses are recognized as reasonable (economically acquitted, having a monetary assessment) and documented costs. Any costs are recognized as expenses, provided that they are made to carry out activities aimed at receiving income.

That is, the focus of the taxpayer's activities for income is important to recognize the costs of taxpayer for income, and not its actual receipt.

In the definitions of the Constitutional Court of the Russian Federation dated 04.06.2007 N 320-O-P and 366-O-P, it is indicated that the validity of the costs taken into account when calculating the tax base should be assessed taking into account the circumstances indicating the intentions of the taxpayer to get economical effect As a result of real entrepreneurial or other economic activity. At the same time, it is about the intentions and purposes (orientation) of this activity, and not about its result.

The validity of expenses that reduce the obtained income cannot be assessed from the point of view of their feasibility, rationality, efficiency or result.

The same point of view is also contained in the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of 12.10.2006 N 53 "On the assessment of the arbitration courts for the validity of the taxpayer of the tax benefit."

Taking into account the fairly clear position of the Constitutional Court of the Russian Federation, as well as the Plenum of the Court of the Russian Federation regarding the criteria for validity of costs, in our opinion, the cessation of production is subject to para. 11 p. 1 Art. 265 NK RF.

However, it should be borne in mind that in the case of accounting for the costs under consideration for tax purposes, there is a possibility that the legality of such a decision of the organization will have to be proved in court.

Concerning judicial practice On this issue, the judges often support taxpayers. For example, in the Resolution of the FAS of the Ural District of 04.04.2005 N F09-1126 / 05ak, the court recognized the cost of the taxpayer for the purchase of labels for production, the production of which was discontinued. In the resolution of the FAS of the North-West District of September 11, 2008 No. A56-3652 / 2007, the court also agreed that the cost of morally obsolete materials can be attributed to a decrease in taxable profit.

In fairness it is worth noting that in arbitration practice there are examples of solutions not in favor of taxpayers. Thus, in the resolution of the FAS of the Volga district of 26.07.2005 N A72-6739 / 04-7 / 50, considering a dispute for recognition in the composition nonealization expenses 2001 The cost of the finished product produced by the company (spare parts), the judges supported the tax authorities. The plant in confirmation of his position explained that the write-off of spare parts for aviation engines is associated with the impossibility of their implementation, since these engines were removed from production. However, when considering the case, the judge indicated that the termination of the outdated engine model in itself does not exclude the release of parts to old engines, since the sale of spare parts for them is still possible until the engines are in operation in consumers. In addition, the arbitrators focused on the fact that expenses in this case cannot be identified with the costs of canceled production orders: the termination of the outdated model is not a type of cancellation of the production order accompanied by the termination of the relevant economic contracts. It should also be noted that if a redemption was obtained as a result of the write-off of the MPZ, the tax accounting should reflect the non-degree income (paragraph 8, paragraph 13 of Art. 250 Tax Code of the Russian Federation). The amount of income in this case is determined on the basis of market prices, taking into account the provisions of Art. 40 NK RF (clause 5 and paragraph 6 of Art. 274 of the Tax Code of the Russian Federation).

We repeat that if the organization creates a reserve in accounting to reduce the value of material reserves, then in order to tax return, the amount of deductions to the reserve is not recognized. So, acting tax legislation There is a limited list of reserves, the deductions to which are accepted for tax purposes (, reserve for warranty repair and warranty service and other). However, among such reserves, the reserve is not named under the cost of material values.

In accordance with paragraph 7 of Art. The 250 Tax Code of the Russian Federation as part of non-revenue income is taken into account in the form of the amounts of recovered reserves, the costs of the formation of which were adopted as part of the costs in the manner and on the conditions established by Articles 266, 267, 292, 294, 294.1, 300, 324, 324.1 of the Tax Code of the Russian Federation .

Therefore, when restoring the reserve as the materials (or write-offs) of the materials are implemented, the amount of the restored reserve under the reduction of the value of material values \u200b\u200bfor the purpose of calculating income tax income is not recognized.

Question: Due to low demand for products, the company ahead of time ceased to issue. Inspectors indicated that the costs associated with the production of products cannot be recognized in order to calculate the income tax on the basis of paragraph 49 of Art. 270 NK RF. For the argument that PP. 11 p. 1 Art. 265 of the Tax Code of the Russian Federation is allowed to include production costs of production, not given products, controllers objected: this article is designed to make products all stages of processing or several stages of treatment, but production has not made the result in the form of finished products. Tell me how to justify the wrongness of inspectors ("Food Industry: Accounting and Taxation", N 2, February 2009).

The answer prepared:
Expert Service Legal Consulting Guarant
Timukina Ekaterina

The answer checked:
Reviewer of legal consulting service Garant
auditor Melnikova Elena
COMPANY "GARANT", MOSKVA

Inventory of property. In accordance with paragraph 2 of Art. 12 of Law No. 129-ФЗ In the elimination of the Organization, it is necessary to carry out an inventory for the liquidation of the Organization before drawing up a liquidation (separation) balance. Procedure inventory property and financial obligations Organizations and registration of its results are established by the methodological instructions on the inventory of property and financial obligations, approved by the order of the Ministry of Finance of Russia of June 13, 1995 No. 49. The main objectives of the inventory in the liquidation of the organization - identifying the actual property availability, comparison of the actual availability of property with accounting data and verification of the completeness of reflection In registering commitments.

Methodical instructions established inventory rules. According to these rules of inventory, all property of the organization is subject to independently of its location and all types of financial obligations.

In addition, inventories are subject to production reserves and other types of property that are not owned by organizations, but those who are listed in accounting (in charge of storage, rented, obtained for processing), as well as property not taken into account for any reasons.

Inventory of property is carried out at its location.

Inventory rules include:

Inventory of property and financial obligations;

Inventory of fixed assets;

An inventory of intangible assets;

Inventory of financial investments;

Inventory of commodity and material values;

Inventory of incomplete production and expenses of future periods;

Inventory of animals and young;

Inventory money, monetary documents and blanks of strict reporting documents;

Inventory of settlements (calculations with banks and credit institutions for loans, settlements with budget, buyers, suppliers, accountable persons, employees, depositors, other debtors and creditors), which is to verify the validity of the amounts listed on accounting accounts;

Inventory of reserves of upcoming expenses and payments, estimated reserves (It is checked by the correctness and validity of the reserves created in the organization: for the upcoming payment of holidays to employees; the costs of repairing fixed assets; production costs According to preparatory work in connection with the seasonal nature of production).

The property is inventory for its location and on a material and responsible person. For property, with the inventory of which deviations from credentials are revealed, accurate statements are drawn up. They reflect the results of inventory, i.e. Discrepancies between accounting indicators and data of inventory describing.

The identified discrepancies between the actual availability of property and accounting data are reflected in accounting accounts in the following order.

Surplus property arrives at market value at the date of the inventory, and the relevant amount is credited to the financial results of a commercial organization or an increase in income from non-profit organization - Debit account account accounts (01, 03, 04, 08, etc.) Credit account. 91.1.

The shortage of property and its damage include:

1) on the costs of production or circulation (expenses) within the limits of natural loss - debit sch. 20 (25, 26, 44, etc.) Credit account. 10, 41;

2) due to the perpetrators (above the norm) - the debit of sch. 94 Credit account. 10, 41;

3) If the perpetrators are not established or the court refused to recover losses with them, then these losses are discharged to financial results from a commercial organization or an increase in expenses in a non-profit organization - the debit of sch. 91.2 Credit account. 94.

If surplus, taken into account at market value in accordance with paragraph 5 of Art. 274 NK RF, increase tax base on income tax as non-revenue income (paragraph 20 of Art. 250 Tax Code of the Russian Federation), then costs in the form of a shortage of material values \u200b\u200bin production and in warehouses, in trade enterprises in the absence of perpetrators, as well as damages from theft, whose perpetrators are not Established, can be recognized in a decrease in the tax base only if the fact of the absence of perpetrators is documented by an authorized body of state power (paragraph. 5 of paragraph 2 of Art. 265 of the Tax Code of the Russian Federation).

With the further implementation of the Izlishkov TMC, as a result of an inventory, an organization will be able to recognize costs in the amount of income tax calculated from income, which was reflected in tax accounting when the identified surplus identified (paragraph 2 of Article 254 of the Tax Code of the Russian Federation).

Example. As a result inventory TMC. The warehouse revealed a shortage of 50 meters of cotton fabric at a price of 100 rubles. For meter and excess flax fabric in the amount of 40 meters at a price of 150 rubles. for meter. Persons guilty of shortage, not established, on the basis of the order of the liquidation commission, the shortage refers to the loss of the organization. Documents authorized bodies State power confirming the lack of perpetrators is not. Revealed excess fabrics are implemented in the liquidation process. In accounting, the inventory results are reflected in the following records: the debit of sch. 94 Credit account. 10 - 5000 rubles. - The shortage of cotton tissue tissue is reflected. 19 loan account. 68.2 - 900 rubles. - Restored by VAT, adopted earlier than the sch reader. 94 Credit account. 19 - 900 rubles. - VAT is attributed to the scope of the SC. 91.2 Credit account. 94 - 5900 rubles. - The shortage is related to the county council. 10 loan account. 91.1 - 6000 rubles. - Called excess linen tissue tissue. 62 credit account. 91.1 - 7080 rubles. - Exalted excess linen tissue tissue. 91.2 Credit account. 10 - 6000 rubles. - Written by the cost of the realized tissue tissue. 91.2 Credit account. 68.2 - 1080 rubles. - Accrued VAT. In a decrease in the tax base for income tax in the implementation of speakers, only 6000 rubles can be accepted. x 24% \u003d 1440 rubles.

Inventory is subject to not only the property of the organization, but also its obligations (calculations with the budget, with accountable persons, with personnel on wage, with debtors and creditors, etc.). The procedure for the reconciliation of payments for taxpayers for taxes and fees was established by order of the Federal Tax Service of Russia of 09.09.2005 No. SAE-3-01 / [Email Protected] "On approval of the regulation of the organization of work with taxpayers, payers of fees, insurance premiums for compulsory pension insurance and tax agents. " The rules of reconciliation of payments set forth in this document are applied from 01.11.2005.

Write off the cost of fixed assets. The procedure for liquidation and write-off from the balance of fixed assets is established by paragraph 94 - 97 of the methodological instructions on accounting of fixed assets approved by the Order of the Ministry of Finance of Russia of July 20, 1998 No. 33N.

1. Creation of the Commission.

To determine the feasibility and unsuitability of the objects of fixed assets to further use, the impossibility or inefficiency of their recovery, as well as for registration of documentation for the write-off of these facilities in the organization (if the presence of fixed assets is essential) the executive order can be created by the permanent commission, which includes Relevant officials, including chief Accountant (Accountant) and persons on which the responsibility for the safety of fixed assets is entrusted. Representatives of the relevant inspections may be invited to participate in the work of the Commission.

2. Drawing up an act to write-off of fixed assets.

results adopted Commission Decisions are issued as an act to write-off of fixed assets. Resolution of the State Statistics Committee of Russia dated January 21, 2003 No. 7 approved new forms of primary accounting documentation on the accounting of fixed assets.

For registration and accounting for the write-off of the fundamental funds, the following forms apply:

Act on the write-off of the facility of fixed assets (except for motor vehicles) - form No. OS-4;

Act on the write-off of motor vehicles - Form No. OS-4A;

The act on the write-off of groups of fixed assets (except for motor vehicles) - form No. OS-4B.

The act is drawn up in two copies, signs by members of the Commission appointed by the head of the organization, and is approved by the head or authorized by him. The first copy is transmitted to the accounting department, the second remains at the person responsible for the safety of fixed assets, and is the basis for putting on the warehouse and the implementation of material values \u200b\u200band scrap metal, which remained as a result of the write-off. When detecting a vehicle in the accounting department together with the act, a document confirming his removal from accounting in the State Traffic Safety Inspection of the Ministry of Internal Affairs of the Ministry of Internal Affairs of Russia (traffic police) is transferred.

The costs of writing off the facilities of fixed assets, as well as the cost of material values \u200b\u200breceived from the disassembly of fixed assets, are reflected:

a) in Section.3 "Information on the costs associated with the write-off of the facility of fixed assets from accounting, and the admission of material values \u200b\u200bfrom their write-off" (form No. OS-4);

b) in Section.5 "Information on the costs associated with the write-off of motor vehicles from accounting, and the receipt of material values \u200b\u200bfrom their write-off" (form No. OS-4A);

c) in Section.2 "Information about the receipt of material values \u200b\u200bfrom the write-off of fixed assets" (form No. OS-4B).

3. Calling material values.

Details, nodes and units of disassembled and dismantled equipment, suitable for repairing other facilities of fixed assets, as well as other materials come as scrap or duck at market value, and unsuitable parts and materials come as secondary raw materials and are reflected in the debit of accounting accounts in correspondence with accounting account of financial results.

4. Mark in the inventory card (book).

Based on acts to write off the main or vehicles transferred to the accounting service of the organization, in the inventory card (inventory) is made from the label about the disposal of the object. Relevant entries on the disposal of the facility of fixed assets are also produced in the document discovered at the place of its location.

Reception, moving facilities of fixed assets within the organization, including reconstruction, upgrades, overhaulAlso, their disposal or write-off is reflected in the inventory card (book) on the basis of relevant documents.

Inventory cards for retired facilities are stored during the period determined by the head of the organization.

According to paragraph 101 of methodical instructions on accounting of fixed assets, the cost of the cost of fixed assets is reflected in the accounting records deployed: on the debit of accounting account (implementation) of fixed assets - initial cost the object, taking into account the accounting of fixed assets, and the costs associated with the disposal of fixed assets that are previously accumulated in the accounting account for the costs of auxiliary production (accrued wages and deductions for social insurance employees involved in the operations on the disposal of fixed assets, taxes and fees paid from revenue in the implementation of fixed assets, etc.), and on the loan of the specified account - the amount of accrued depreciation deductions, the amount of revenue from the sale of values \u200b\u200brelating to fixed assets.

Income, expenses and losses from write-off with accounting balance fixed assets are reflected in accounting in reporting periodto which they relate. Revenues, expenses and losses from write-off of fixed assets with accounting balances are subject to enrollment from accounting accounting (implementation) on the financial results of the organization (p.103 of methodological instructions).

According to P.75 of the methodological recommendations on the procedure for the formation of indicators of the accounting reporting of the Organization, approved by the Order of the Ministry of Finance of Russia of 28.06.2000 No. 60N, the costs associated with the write-off of fixed assets, including their residual value, are taken into account as part of some expenses:

- in case of write-off in the moral and physical wear of fixed assets;

- in case of writing off as a result of accidents, natural disasters and other emergencies.

Revenues in the form of material values \u200b\u200bleft after the write-off of fixed assets are reflected according to other revenues.

In accounting, the write-off of the facility object is reflected in the following wiring:

Debit 01 "Disposal of fixed assets" Credit 01 - the initial (restorative) cost is reflected in the case of a written facility of fixed assets;

Debit 02 Credit 01 "Disposal of fixed assets" - the amount of accrued depreciation is written off;

Debit 91-2 Credit 01 "Disposal of fixed assets" - written off residual value facility of fixed assets;

Debit 91-2 credit 23 (25, 69, 70, other accounts) - the costs associated with the liquidation (cancellation) of the facility of fixed assets are written off;

Debit 10 Credit 91-1 - Called material valuesremaining from writing off the facility of fixed assets (at market value).

In accordance with Article 61 Civil Code Russian Federation (Civil Code of the Russian Federation) The elimination of the organization entails its termination without transition of rights and obligations in order of succession to other persons.

The liquidation of the organization can occur in the following forms:

1) voluntary liquidation;

2) forced liquidation;

3) bankruptcy.

The reasons for the termination of the company's activities at the founders may be many, but the most common is the availability of payables to suppliers and budget.

Voluntary liquidation is carried out by decision of the founders legal entity, Forced - by court decision.

The legal entity can be eliminated:

1) by decision of its founders (participants) or a legal entity authority authorized by constituent documents, including:

a) due to the expiration of the period on which a legal entity was created;

b) due to the achievement of the target for which it was created;

2) by court decision in cases if:

(a) When creating an organization, gross violations of the law were admitted and these violations are irreparable;

b) the activities of the organization are carried out without proper permit (license);

c) the organization of the organization is prohibited by law;

d) the organization's activities are carried out with repeated or rude violations of the law or other legal acts;

e) a public or religious organization (association), a charitable or other fund systematically carry out activities contrary to their statutory goals, etc.

The requirement for the liquidation of a legal entity on the above grounds may be brought to court by the state body or body of local self-government, which the law is given the right to present such a claim.

There are also certain conditions of the organization The failure to comply with its liquidation:

1) If the number of participants in the LLC (CJSC) exceeds 50 people, society is subject to transformation to JSC during the year. After this period, the Company is subject to liquidation in judicial orderif the number of his participants does not decrease to the limit established by law (paragraph 3 of Article 7 Federal Law dated December 26, 1995 No. 208-FZ "On joint Stock Company", Paragraph 3 of Article 7 of the Federal Law of 08.02.1998 No. 14-FZ" On Limited Liability Societies ");

2) in case of incomplete payment authorized capital Societies for a year from state registration Society should or declare a decrease in its authorized capital to the actual amount of its size and register its decrease in the prescribed manner, or decide on the liquidation of the Company (paragraph 2 of Article 20 of Law No. 14-FZ);

3) if at the end of the second and each subsequent fiscal year the cost pure assets Societies will be less minimum size The authorized capital established by law at the date of state registration of the Company, the society is subject to liquidation (clause 3 of article 20 of Law No. 14-FZ).

By the decision of the court on the liquidation of a legal entity at its founders (participants) or to the body authorized to eliminate the legal entity by its constituent documents, duties may be assigned to implement the liquidation of a legal entity.

A legal entity, which is a commercial organization or operating in the form of a consumer cooperative, charitable or other fund, is liquidated in accordance with Article 65 of the Civil Code of the Russian Federation as a result of its recognition insolvent (bankrupt).

If the value of the property of a legal entity is not sufficient to meet the claims of creditors, it can be eliminated only in order to recognize it insolvent (bankrupt) (Article 65 of the Civil Code of the Russian Federation).

Regulations on the elimination of legal entities due to insolvency (bankruptcy) do not apply to government enterprises.

Voluntary liquidation begins with the decision to decide on it. It is accepted by the highest legal entity body (usually this is the general meeting of participants or shareholders) and is issued by the Protocol. No other body (board of directors or the Board) cannot accept such a decision, but it is entitled to put on the discussion of the meeting of the participants the issue of liquidation. This can make the Board of Directors in Joint Stock Company, in a limited liability company - the Board of Directors (Supervisory Board), cEO or even a member.

If the decision on voluntary liquidation is made by LLC participants, then for its adoption, the consent of all participants is required (paragraph 1 of Art. 92 of the Civil Code of the Russian Federation). If the decision is made by an authorized body of the Office, then the procedure for making decisions of such an organ established by law and constituent documents should be observed. According to paragraph 3 of Art. 55 of the Tax Code of the Russian Federation, if the organization was liquidated until the end of the calendar year, the last tax period for taxes, for which the tax period is not a calendar month or quarter, is the period from the beginning of the year to the end of the elimination of liquidation.

Basic regulatory documentsestablishing the procedure for voluntary liquidation of legal entities, are:

Civil Code, Art. Art. 61 - 64;

Law of the Russian Federation dated 19.04.1991 No. 1032-1 "On employment of the population in the Russian Federation";

Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies", Art. 21;

Federal Law of July 21, 1997 No. 119-FZ "On Enforcement Proceedings";

Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Societies", Art. 57;

Federal Law of 08.08.2001 No. 129-FZ "On State Registration of Legal Entities and individual entrepreneurs", Ch. VII;

Federal Law of October 26, 2002 No. 127-FZ "On Insolvency (Bankruptcy)";

Accounting Regulation " Financial statements Organizations »PBU 4/99, approved by the Order of the Ministry of Finance of Russia of 06.07.1999 No. 43N.

The decision to eliminate the organization is made by the General Assembly of the founders (participants). At the general meeting of the founders, the composition of the liquidation commission is approved and approved, the draft of the liquidation procedure, the periods of liquidation. Since its appointment of the liquidation commission, it is transferred to all the authority to manage the organization and liquidation of a legal entity. If a participant (shareholder) of an eliminated organization is a state or municipality, a representative of the relevant committee for property management or the relevant local government authority is included in the liquidation commission.

The composition of the liquidation commission must be coordinated with the registering authority. Currently, the state registration of legal entities in liquidation is carried out tax authorities. The decision on liquidation is necessary to bring to the attention of the tax inspectorate within three days, in which the organization is registered (Article 20 of the Federal Law of August 8, 2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs"). Since its inception, the liquidation commission becomes the only legal authority of the legal entity, and the powers of the former bodies (head, the board of directors, the general meeting) are terminated.

The liquidation commission develops and approves plan of liquidation of the organization In which must be included:

Inventory of the property of the organization;

Drawing up a detailed characteristic financial state organizations at the time of liquidation;

Reconciliation of settlements for all federal and territorial payments with tax authorities and extrabudgetary funds;

Analysis and evaluation of receivables and development of measures to recovery;

Analysis and characteristics of payables;

Preparation of information on the size and composition of assets of the organization;

Determination of the procedure for the sale of the property of the organization being liquidated;

Determination of the procedure for calculations with creditors belonging to one request to meet the requirements of creditors;

Establishment of information on participants entitled to obtain the share of property of the organization remaining after calculations with creditors;

A list of dismissed personnel eliminated organization;

The establishment of all organizations whose founder is a legal entity and withdrawing it from the founders; If the liquidated organization is the only founder of another organization, then this organization must also be eliminated;

Determination of the procedure for the distribution between the founders of monetary and other funds remaining after meeting the requirements of creditors;

Preparation of documents to exclude an organization from the state register of legal entities;

Closing accounts in banks;

Transfer to the archive of documents on the personnel of the Company (orders, accounting cards, charts of personal accounts on salary accrual), protocols of general meetings of the Company; Receiving documents to the archive is certified by the certificate, a copy of which is transmitted to the registering authority.

The absence of debts before the budget is confirmed as a result of the tax audit. Often the real cause of liquidation is the unsatisfactory state of accounting and the desire of the organization's officials to avoid responsibility for the commission of tax, customs or other offenses. When liquidating the organization, a guaranteed tax check is obtained.

Special formal form No. P15001 "Notice of decision on the liquidation of a legal entity", which is provided in Appendix No. 8 to the Decree of the Government of the Russian Federation of 19.06.2002 No. 439 "On approval of forms and requirements for issuing documents used in state registration of legal entities, as well as individuals as individual entrepreneurs. "

In addition to the decision on liquidation in the Protocol, which records this decision, the formation of the liquidation commission and its composition should be provided. On the appointment of the Commission should notify tax inspection In the form in accordance with Appendix No. 9 to Decree No. 439. The notification should make documents on the formation of the liquidation commission, on the appointment of the liquidator or on the appointment of the competitive manager.

For state registration of the liquidation of a legal entity in the registering authority the following documents are submitted :

1) Signed by the applicant a statement on state registration of a legal entity in connection with its liquidation in form No. P16001 (Appendix No. 5 to the Decree of the Government of the Russian Federation No. 439). The statement confirms that the procedure for eliminating a legal entity established by the Federal Law, the calculations with its creditors completed and the issues of liquidation of the legal entity are agreed with the relevant government agencies and (or) municipal authorities in cases established by federal law;

2) liquidation balance;

3) a document on the payment of state duty.

In accordance with paragraph 4 of the Decree of the Government of the Russian Federation No. 439, methodological explanations were developed in order to fill individual forms of documents used in state registration of a legal entity approved by the Order of the Ministry of Education and Science of Russia of 04/18/2003 No. BG-3-09 / 198.

Based on this order, MNS of Russia, the documents used in the state registration of legal entities (statements, notifications and communications, as well as applications to them) are filled from hand in print ink or ballpoint handle of blue or black or machine-written text.

If any section or section of the application section is not filled in, the corresponding graphs are affected by a dash.

The application, notification or the message is filled in one instance and is submitted to the registering authority directly by the applicant or sent by the mail with the announced value when sending it and the investment describing. On the envelope it is recommended to make a note "Registration".

The authenticity of the applicant's signature on the statement, notification and communication is required notaries.

Each document containing more than one sheet is submitted to the registering authority in a firmware, numbered. The number of sheets is confirmed by the applicant's signature or notary on the turnover of the last sheet at the firmware site.

3.2 Accounting for property in the liquidation of the enterprise

Inventory property. In accordance with paragraph 2 of Art. 12 of Law No. 129-ФЗ In the elimination of the Organization, it is necessary to carry out an inventory for the liquidation of the Organization before drawing up a liquidation (separation) balance. The procedure for inventory of property and financial obligations of the organization and registration of its results is established by the methodological instructions on the inventory of property and financial obligations, approved by the order of the Ministry of Finance of Russia of June 13, 1995 No. 49. The main objectives of the inventory in the liquidation of the organization - identifying the actual property availability, comparison of the actual availability of property with data Accounting and verification of completeness of reflection in accounting of obligations.

Inventory of property is carried out at its location.

Inventory rules include:

Inventory of property and financial obligations;

Inventory of fixed assets;

An inventory of intangible assets;

Inventory of financial investments;

Inventory of commodity and material values;

Inventory of incomplete production and expenses of future periods;

Inventory of animals and young;

Inventory of cash, monetary documents and blanks of strict reporting documents;

The inventory of reserves of the upcoming costs and payments, evaluation reserves (the correctness of the reserves created in the organization is checked: to the upcoming payment of holidays to employees; the costs of repairing fixed assets; production costs for preparatory work in connection with the seasonal nature of production).

The identified discrepancies between the actual availability of property and accounting data are reflected in accounting accounts in the following order.

Surplus property arrives at market value at the date of inventory, and the relevant amount is credited to the financial results from a commercial organization or an increase in income from a non-profit organization - debut account account accounts (01, 03, 04, 08, etc.) Credit Credit. 91.1.

The shortage of property and its damage include:

1) on the costs of production or circulation (expenses) within the limits of natural loss - debit sch. 20 (25, 26, 44, etc.) Credit account. 10, 41;

2) due to the perpetrators (above the norm) - the debit of sch. 94 Credit account. 10, 41;

If surplus, taken into account at market value in accordance with paragraph 5 of Art. 274 of the Tax Code of the Russian Federation, increase the tax base for income tax as non-realization income (paragraph 20 of Art. 250 Tax Code of the Russian Federation), then costs in the form of a shortage of material values \u200b\u200bin production and in warehouses, in trade enterprises in the absence of perpetrators, as well as Losses from theft, the perpetrators of which are not established can be recognized in a decrease in the tax base only if the fact of the absence of perpetrators is documented by an authorized body of state power (paragraphs 5 of paragraph 2 of Art. 265 of the Tax Code of the Russian Federation).

Example. As a result of the inventory of the TMC in the warehouse, a shortage of 50 meters of cotton fabric was revealed at a price of 100 rubles. For meter and excess flax fabric in the amount of 40 meters at a price of 150 rubles. for meter. Persons guilty of shortage, not established, on the basis of the order of the liquidation commission, the shortage refers to the loss of the organization. Documents of authorized state authorities confirming the lack of perpetrators, no. Revealed excess fabrics are implemented in the liquidation process.
In accounting, the inventory results are reflected in the following records:
Debit sch. 94 Credit account. 10 - 5000 rubles. - reflected shortage of cotton fabric
Debit sch. 19 loan account. 68.2 - 900 rubles. - the VAT has been restored earlier to deduct
Debit sch. 94 Credit account. 19 - 900 rubles. - VAT is attributed to the net
Debit sch. 91.2 Credit account. 94 - 5900 rubles. - The shortage is expected to expenses
Debit sch. 10 loan account. 91.1 - 6000 rubles. - Called excess linen fabric
Debit sch. 62 credit account. 91.1 - 7080 rubles. - Exalted excess linen fabric
Debit sch. 91.2 Credit account. 10 - 6000 rubles. - Written the cost of realized fabric
Debit sch. 91.2 Credit account. 68.2 - 1080 rub. - Accrued VAT.
In reducing the tax base for income tax in the implementation of speakers, only 6,000 rubles can be accepted. x 24% \u003d 1440 rubles.

Inventory is subject to not only the property of the organization, but also its obligations (calculations with the budget, with accountable persons, with personnel on wage, with debtors and creditors, etc.). The procedure for the reconciliation of payments for taxpayers for taxes and fees was established by order of the Federal Tax Service of Russia of 09.09.2005 No. SAE-3-01 / [Email Protected] "On approval of the regulations for organizing work with taxpayers, payers of fees, insurance premiums for compulsory pension insurance and tax agents." The rules of reconciliation of payments set forth in this document are applied from 01.11.2005.

Write off the cost of fixed assets. The procedure for liquidation and write-off from the balance of fixed assets is established by paragraph 94 - 97 of the methodological instructions on accounting of fixed assets approved by the Order of the Ministry of Finance of Russia of July 20, 1998 No. 33N.

1. Creation of the Commission.

To determine the feasibility and unsuitability of the objects of fixed assets to further use, the impossibility or inefficiency of their recovery, as well as for registration of documentation for the write-off of these facilities in the organization (if the presence of fixed assets is essential) the executive order can be created by the permanent commission, which includes Relevant officials, including the chief accountant (accountant) and the persons responsible for the safety of fixed assets. Representatives of the relevant inspections may be invited to participate in the work of the Commission.

2. Drawing up an act to write-off of fixed assets.

The results of the decision taken by the Commission are issued as an act to write-off of fixed assets. Resolution of the State Statistics Committee of Russia dated January 21, 2003 No. 7 approved new forms of primary accounting documentation for the accounting of fixed assets.

For registration and accounting for the write-off of the fundamental funds, the following forms apply:

Act on the write-off of the facility of fixed assets (except for motor vehicles) - form No. OS-4;

Act on the write-off of motor vehicles - Form No. OS-4A;

The act on the write-off of groups of fixed assets (except for motor vehicles) - form No. OS-4B.

The costs of writing off the facilities of fixed assets, as well as the cost of material values \u200b\u200breceived from disassembling fixed assets, reflected :

b) in Section.5 "Information on the costs associated with the write-off of motor vehicles from accounting, and the receipt of material values \u200b\u200bfrom their write-off" (form No. OS-4A);

c) in Section.2 "Information about the receipt of material values \u200b\u200bfrom the write-off of fixed assets" (form No. OS-4B).

3. Calling material values.

4. Mark in the inventory card (book).

Reception, moving facilities of fixed assets within the organization, including reconstruction, modernization, overhaul, and their disposal or write-off is reflected in the inventory card (book) on the basis of relevant documents.

Inventory cards for retired facilities are stored during the period determined by the head of the organization.

According to paragraph 101 of methodological instructions on accounting of fixed assets, the cost of funding facilities is recorded in accounting deployed: the debit of accounting account (implementation) of fixed assets - the initial cost of the object, taken into account on the account of fixed assets, and the costs associated with the disposal fixed assets that are pre-accumulated on the account of accounting for the costs of auxiliary production (accrued wages and the contributions for social insurance of workers involved in the operations on the disposal of fixed assets, taxes and fees paid from revenue in the implementation of fixed assets, etc.), and The loan of the specified account is the amount of accrued depreciation deductions, the amount of revenue from the sale of values \u200b\u200brelating to fixed assets.

Revenues, expenses and losses from writing off from the balance sheet of fixed assets are reflected in accounting in the reporting period to which they relate. Revenues, expenses and losses from write-off of fixed assets with accounting balances are subject to enrollment from accounting accounting (implementation) on the financial results of the organization (p.103 of methodological instructions).

According to P.75 of the methodical recommendations on the procedure for the formation of indicators of the accounting reporting of the Organization, approved by the Order of the Ministry of Finance of Russia of 28.06.2000 No. 60N, the costs associated with the write-off of fixed assets, including their residual value, considered as part of some expenses :

- in case of write-off in the moral and physical wear of fixed assets;

- in case of writing off as a result of accidents, natural disasters and other emergencies.

Revenues in the form of material values \u200b\u200bleft after the write-off of fixed assets are reflected according to other revenues.

Debit 01 "Disposal of fixed assets" Credit 01 - reflected initial (restorative) cost of a writable object of fixed assets;

Debit 02 Credit 01 "Disposal of fixed assets" - the amount of accrued depreciation is written off;

Debit 91-2 Credit 01 "Disposal of fixed assets" - written off the residual value of the object of fixed assets;

Debit 91-2 credit 23 (25, 69, 70, other accounts) - the costs associated with the elimination (cancellation) of the facility of fixed assets are written off;

Debit 10 Credit 91-1 - Called material values \u200b\u200bleft to write off the object of fixed assets (at market value).

3.3 Intermediate Liquidation Balance

After the creditors identified and the registry of their requirements is formed, and the inventory and assessment of the property of the bankrupt organization, the presentation comes intermediate liquidation balance.

The intermediate balance is compiled on the date of discovery of competitive production in order to reflect the property's property status before the implementation of its assets and production of any expenditures by the liquidation commission. In this case, the intermediate balance must reflect the results of consideration of creditors 'claims, therefore, the preparation of its possibly no earlier closure of the register of creditors' claims, i.e. Not earlier than the expiration of the period established by the Competition Manager for the presentation of claims. During this period, an inventory and assessment of the property of the debtor, which took place at the time of bankruptcy was held.

When drawing up an intermediate liquidation balance, you must comply with the requirements set position In accounting "Accounting reporting of the organization" (PBU 4/99), approved by the Order of the Ministry of Finance of Russia dated July 6, 1999 No. 43n.

The intermediate liquidation balance contains information about the composition of the property, namely:

List of buildings and structures indicating inventory number object, object name and its location, year commissioning, actual wear, residual value;

A list of machines, equipment and other fixed assets with an indication of the inventory number of the object, the name of the object and its location, brand, the year of commissioning, actual wear, residual value;

List of unfinished objects capital construction and unspecified equipment indicating the name of the object and its location, the beginning of construction, actually made volume, book value;

A list of long-term financial investments with the indication of long-term financial investments and costs on the assets of the balance;

A list of intangible assets with an indication of intangible assets and costs for the assets of the balance;

List of reserves, costs, cash and other financial assets indicating production reserves, animals on growing and fattening, incomplete production, expenditure of future periods, finished products, goods, VAT on acquired values, other stocks and costs, cash, settlements and other assets (including goods shipped); Calculations with debtors for goods, work and services, on promissory benefits received, with subsidiaries, with a budget, with personnel, on other operations, with other debtors; advances issued by suppliers and contractors; Short-term financial investments; Cash: cash desk, settlement accounts, currency accounts;

The list of requirements submitted by creditors to the legal entity to the legal entity indicating the name of the lender (in order of priority), the amount of debt, the decision on satisfaction.

Let us give an example of compiling an intermediate liquidation balance. The decision on the liquidation was made on October 5. The publication on the liquidation was held on October 20. The intermediate liquidation balance is compiled on December 20.

In the balance sheet of the enterprise, most often there is a great loss and there is no profit, the current account is "reset" (is on the card file), there are practically no liquid assets at the cash office (materials and goods), and there are non-current assets that want to divide among themselves Founders, receivables cannot be obtained.

The organization of the organization can be divided into two stages - before deciding on the liquidation and after the decision is made. At the first stage in the organization there is an ordinary production activity: production costs are made; salary issued; paid taxes.

At the second stage, it is allocated: the cost of renting a hall for the meeting; Inventory results; the cost of publishing on liquidation; constant organization expenses; salary of members of the liquidation commission; Adjustment of the calculations after reconciliation with the budget and counterparties.

At the same time, the incoming residues are transferred from the balance of the debtor to the last reporting date or from the last tax of the tax authorities. In the intermediate liquidation balance, there should be no division of receivables and commitments to short-term and long-term, since since the opening of the competitive production, the deadline for the execution of all obligations is considered to have come, and the period of their appeal will always be less than 12 months (the term of competitive production in the general case cannot exceed one of the year).

Assets reflect in terms of value, realization or implementation, which must be confirmed by the assessment act or a report of an independent appraiser. This is especially important if the inventory and assessment of assets indicate a significant reduction in their value compared with the balance sheet value. With value assessment of assets in order to compile an intermediate balance, it is necessary to take into account the position of PBU 7/98, allowing to give the most objective picture of the property position of the enterprise. For example, if the sale of a part of assets showed that the calculation of the pricing of the implementation was not justified, then it is necessary to revise the results of the assessment. Securities are reflected taking into account quotations.

The occurrence of events that make the recovery of receivables doubtful (recognition of debtor bankrupt, the impossibility of debt collection of cash), allows you to show receivables taking into account the discount, which contributes to the real assessment of the impact of this event on the results of competitive production. Receivables, unreal to recovery, is not taken into account in the intermediate liquidation balance. However, subsequently, the liquidation commission should take all possible measures for its recovery (judicial and pre-trial order) before receiving the act bailiff - the performer about the impossibility of recovery or the emergence of circumstances that make the claim impossible. An incoming account of debt should be organized to ensure completeness.

In the preparation of an intermediate liquidation balance must be closed accounts for accounting additional capital, reserve capital, funds, reserves, retained earnings, the use of profits, income and expenses of future periods, the reason for the appearance of which was not able to establish, as well as an account of 19 "Value Added Tax on Acquired Values". Are written off illiquid and depreciated securities, Overdue receivables, taking into account previously created reserves. The amounts of these write-offs, as practice shows, simply will not have a significant impact on the debit balance of the account 99 "Profit and losses". VAT, accountable on account 19 "Value Added Tax Tax on Acquired Values", on credentials, but unpaid values \u200b\u200bis not made to refund out of the budget due to the fact that the payment of received values \u200b\u200bcannot be made, as it will be an extraordinary satisfaction of creditors' claims .

Although the intermediate liquidation balance (in contrast to the liquidation balance) is drawn up to the satisfaction of creditors' claims, in it, on the basis of paragraph 2 of Article 63 of the Civil Code of the Russian Federation, the amount of debts submitted and written off both both before and after the expiration of the term established by the liquidation commission will be reflected. Reflect in the liquidation balance of payables, which is fully repaid at the stage of compiling an intermediate liquidation balance at the expense of cash (without selling property), no need.

When the intermediate liquidation balance is compiled, it is approved by the founders (participants) of the organization. The liquidation balance is coordinated with the authority that has registered this legal entity.

To do this, the tax inspectorate is notification of the compilation of the interim liquidation balance of a legal entity with the application of the balance itself (the form of notification approved by the Decree of the Government of the Russian Federation No. 439).

3.4 Satisfying creditors' claims

After the intermediate liquidation balance is approved and agreed with the registering authority, you can proceed to repay debts.

The liquidation commission appointed to eliminate the organization's liquidation is obliged to place in the press bodies, which publiate data on the registration of legal entities, a message on the liquidation of the organization, the manner and timing to present the requirements of its creditors (paragraph 1 of Article 63 of the Civil Code of the Russian Federation). The term for presentation of creditors cannot be less than two months from the date of publication of the Company's liquidation report.

Order of the Ministry of Education and Science of Russia dated 09.29.2004 No. SAE-3-09 / [Email Protected] The media is established - the Magazine "Gulletin of State Registration", in which information should be published under the legislation of the Russian Federation on state registration of legal entities.

Methodical recommendations were developed on the publication of information on state registration in the journal "Bulletin of State Registration" and using it under state registration of legal entities (Letter of the Federal Tax Service of Russia dated July 13, 2005 No. ChD-6-09 / [Email Protected]) This is determined that the message confirmation is confirmed by the legal entity in the log can serve: the log number with published message, a copy of the message form with a place of receiving a message on receiving a message or a notification of the submission of a registered letter when sending a package of documents for publication by mail applied by federal postal office service.

Information for accommodation in the journal "Bulletin of State Registration" is made from legal entities both on paper and electronic media with an appointment of the accompanying letter, certified by the seal of the organization and the signature of the head. It can be transferred both personally and mailing.

It should be noted that in the applications to Methodical recommendations The form of a form-application form for publishing, approximate message text, sample payment documents are given. The document contains the contact numbers of the editorial board of the journal, ways to obtain information on the representatives of the editorial board on the constituent entities of the Russian Federation, etc. In addition, information about the magazine is posted on the Internet.

To publish liquidation information, the organization must provide an application for publishing a message that includes the full name of the legal entity; OGRN; INN / CAT; address (location) of a legal entity; Information about the decision on liquidation (for public associations is a decision on the use of the remaining property): by whom and when accepted; The procedure and deadlines for the claims of creditors (a method of communication with the liquidation commission (address, telephone).

In all cases, the original payment document is attached to the application form.

It should be noted that legal entities have the right to print compulsory reports in virtue of the law in any publications in addition to the "State Registration Bulletin", but the publication in this journal is obligatory.

In addition, the liquidation commission takes measures to identify creditors and receiving receivables, as well as in writing, notifies each of the lenders on the liquidation of the organization in accordance with paragraph 1 of Art. 63 of the Civil Code of the Russian Federation.

In the event of the liquidation of the branch of the organization, due to the fact that he is not the owner of the property transferred to him and is acting by proxy of the head organization, the claims of creditors can only be addressed on the property of the head organization. Consequently, notify the lenders of the branch of its liquidation is not necessary.

Proof The notifications of the creditors of the Organization are the written notifications of creditors and confirmation of the organization of communication on the liquidation, the manner and the deadlines for the requirements of creditors in the magazine "State Registration Bulletin".

Based on Article 63 of the Civil Code of the Russian Federation, the period during which creditors may impose their requirements, can not be less than two months from the moment when a message was published that this legal entity is eliminated.

In accordance with paragraph 4 of Article 64 of the Civil Code of the Russian Federation in the event of a refusal of the liquidation commission in meeting the requirements of the creditor or evasion from their consideration, the lender is entitled to approval of the liquidation balance of the legal entity to apply to the court to the liquidation commission. By the court decision, the creditor claims can be satisfied due to the remaining property of the liquidated legal entity.

The lender may submit its requirements. and after the expiration of the specified period . But in this case, the requirements will be satisfied at the expense of the property, which remained after the repayment of debt to other creditors who applied on time.

In addition to the publication on the liquidation of the organization, the counterparties notice can occur in any other way and is not directly related to the work of accounting. In fact, there is a reconciliation of mutual settlements with all third-party organizations. At this stage, the liquidated organization has the right to identify the inaccuracy of its accounting and change the amount of debt to creditors and debtors. After drawing up an intermediate liquidation balance, the change in the amount of payables can occur only on the basis of a court decision.

In the elimination of banks or other credit institutions that attract the funds of citizens, primarily (paragraph 1 of Article 64 of the Civil Code of the Russian Federation) are satisfied by the requirements of citizens who are bank creditors or other such credit institutions, as well as the requirements of the organization that performs the functions of mandatory insurance deposits, in connection with the payment of compensation on deposits in accordance with the Law on Insuranceing Citizens in Banks.

Priority to meet the requirements of creditors In the liquidation of a legal entity, Article 64 of the Civil Code of the Russian Federation was established, including:

First of all, the requirements of citizens, in front of which the liquidated legal entity be responsible for causing harm to life or health, by capitalizing the corresponding time-based payments;

Secondar, settlements are made to pay output benefits and pay for labor with employment faces, including under the contract, and on the payment of remuneration on copyright agreements;

In the third place, the requirements of creditors for obligations, secured by the pledge of property of the liquidated legal entity are satisfied;

In the fourth place, debt on mandatory payments to the budget and extrabudgetary funds are repaid;

In the fifth, there are calculations with other creditors in accordance with the law.

The requirements of each queue are satisfied after fully satisfying the requirements of the previous queue.

In case of insufficiency of the property of the liquidated legal entity, it is distributed among the creditors of the relevant queue in proportion to the amounts of claims to be satisfied, unless otherwise established by law.

The debt to lenders of the first four queues is repaid after the approval of the intermediate liquidation balance, and before the creditors of the fifth queue - after the month of its allegation.

By general rule Creditors' claims should be met by the monetary funds of the organization.

In accordance with paragraph 3 of Article 63 of the Civil Code of the Russian Federation, if the organization has not enough funds to meet the claim of creditors, the liquidation commission must sell its property from public auctions.

Preparation, deadlines and procedures for conducting trading in execution court decisions Regulated Art. 62 and 63 of the Federal Law of July 21, 1997 No. 119-FZ "On Enforcement Proceedings".

By virtue of Article 62 of the Federal Law of July 21, 1997 No. 119-FZ, the auction of real estate is organized and carried out by specialized organizations that have the right to perform real estate transactions and with which the corresponding contract has been concluded.

The liquidation commission submits an application for trading to which everything is attached required documentsconfirming the ownership of the organization's liquidated organization on the property.

The following types of property are not subject to implementation:

a) leased property;

b) property, which is the subject of pledge;

c) property in responsible storage;

d) personal property of workers.

If the property is liquidated construction organization Incorrect construction objects include organizations need to determine who has ownership of them: customer or contractor.

In the case of construction from the contractor's materials, it is considered the owner of these materials, even if they are already used in work, that is, they took the form of construction object. The ownership of such an object is stored for the contractor until the object be passed to the customer. In this case, the object of unfinished construction is included in the property of the contractor and is registered as a real estate object, is implemented at the auction, and the customer receives the right to claim the amount paid by the Contractor.

If the customer provided its own materials for construction, attracted other contractors and took certain stages of the work performed, then the customer has more reason to be considered the owner of an unfinished construction object. Therefore, by eliminating the organization, the commission of an unfinished object reports to the customer, and the contractor either does not impose any requirements for the customer (if he already calculated for the completed part of the work), or requires repayment of receivables.

The following order is established:

a) primarily the property is implemented directly not participating in the production (securities, cash on deposit and other accounts of the debtor, currency values, passenger vehicles, office design items, etc.);

b) the second stage is implemented by finished products (goods), as well as other material values, which are not directly involved in production and not intended for direct participation in it;

c) in the third place objects are implemented real Estate, as well as raw materials and materials, machines, equipment, other fixed assets intended for direct participation in production.

The liquidation commission should decide on the priority of the implementation of the assets of the organization on the basis of economic feasibility.

Operations for the disposal of property are subject to all established taxes. The money received is received in the organization's cash register or on its current account; After that, the process of calculations with creditors continues.

If the property of the organization is not enough to fully calculate with creditors, the liquidation commission should apply to the arbitration court with a statement on the recognition of the organization by bankrupt.

The Arbitration Court decides on the recognition of the organization being liquidated by bankrupt and opens competitive production; Since that time, the claims of creditors will be satisfied in a special procedure provided for by the bankruptcy procedure.

3.5 Liquidation balance. Calculations with founders

Based on paragraph 5 of Article 63 of the Civil Code of the Russian Federation, after the completion of calculations with creditors, the liquidation commission is a liquidation balance, which is approved by the founders (participants) of a legal entity or the body that has decided to eliminate the legal entity. In cases established by law, the liquidation balance is approved by agreement with the authorized state body.

You can highlight situations in which the liquidation balance is required:

a) Termination of the organization's functioning (activity) as a subject of civil legal relations.

b) the elimination of a legal entity to solve its founders (participants) or the authority authorized on the constituent documents, or the courts on the grounds provided for in paragraph 2 of Article 61 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation);

c) voluntary or compulsory liquidation of a legal entity due to insolvency (bankruptcy).

Balance compared in each of these situations, compared with the operating accounting balance next features :

1. Liquidation balance, as any final balance, is inventory, i.e. Forms according to inventory data. In the event of the liquidation of a legal entity, the obligation of the inventory is directly provided for in Article 12 of the Federal Law of 21.11.1996 No. 129-FZ "On Accounting".

2. The balance should not contain residues according to regulators (02, 05, 13, 16, 42, 82) and budget and distribution (31, 89) accounting accounts due to the limited period of the existence of the enterprise.

3. Articles of the liquidation balance asset are estimated by methods other than those established in Article of the Federal Law "On Accounting", since in the liquidation process, the cost of property (market, liquidation, etc.) is determined, which will allow reporting users to participate in the enterprise , business partners, creditors - with maximum accuracy to calculate the most likely financial results Due to the cessation of the organization's existence.

By the liquidation balance, it is possible to judge the property, which should go to the founders (participants), which have real rights to it. If proceed from economic Sutty Elimination, then this is an absolute termination of activities that entails the simultaneous closure of all articles of the asset and the balance liability by the method of double recording using only those accounting accounts that correspond to the elimination balances.

In the assets of the liquidation balance, the residues can be on any rows if the property is not manufactured or partially produced. If all the property of society is implemented, then the balances will be only on page "Cash" (accounts 50 "Cashier" and 51 "Settlement accounts").

In the balance of the balance there will be no residues in the section " long term duties", And in the section" Short-term liabilities»There may be remnants of the following lines:" Debt participants (founders) on income payment "," Incomes of future periods "and" reserves of upcoming expenses ". The distribution of property of the liquidated organization between the founders (participants) is carried out last. At the same time, the sum of the balance sheet of the liability for a minus the balance on the line "Debt participants (founders) for income payment" should be distributed among all the founders (participants) in proportion to the share in the authorized capital or by other methods provided for by the Charter or decision of the General Meeting of the participants. After that, in the balance sheet passive, the entire amount accountable on account 75 will be reflected on page "Debt to participants (founders) on income payment". This amount must comply with the value of the assets of society to be distributed.

In accounting, the following entries must be issued:

Debit 80, 82, 83, 84, 98, 99, Credit 75, subaccount "Calculations for income pay" - on the amount of property value due to shareholder. If the remnants of other accounts were transferred to account 80, then only a record is used: debit 80, credit 75. In this case, the concentration of funds in the authorized capital is purely technical. Increasing the authorized capital and its registration in the prescribed manner does not occur, but only summarized in one account funds to be distributed among the founders (participants) of the Company,

Debit 75, subaccount "Calculations of income payment", Credit 51 (50) - in the amount of cash paid by the shareholder,

Debit 75, subaccount "Calculations of income pay", Credit 01 - The amount of property costs, if the participants decided to distribute property instead of its implementation.

Calculations with founders.After the liquidation balance of the property, which remained from the organization after all settlements with creditors, is subject to the distribution between its founders.

But first it is necessary to determine the total amount of capital that will be distributed.

To do this, it is necessary to calculate the size of pure assets and compare them with the authorized capital. If the authorized capital is less than net assets, then the "conditional authorized capital" is communicated to the size of net assets at the expense of the cost of the remaining property.

The property that remains from the organization after calculations with creditors is subject to the distribution between the participants in proportion to their share in the authorized capital of the Organization.

If according to the liquidation balance of the organization, the organization has remained, then this operation Reflected next wiring:

Debit 99 Credit 84, subaccount "Retained earnings of the reporting year" - reflected the profit of the reporting year;

Debit 84, subaccount "Retained earnings of the reporting year", Credit 80 - The profit of the organization is enrolled in the authorized capital.

If, according to the liquidation balance of the organization's organization, it is redeeming due to the authorized capital, while the unallocated loss of past years is translated into the losses of the reporting year.

Reflection of accounting operations:

Debit 84, subaccount " Unattached loss Reporting Year, Credit 84, subaccount "uncovered loss of past years" - uncovered loss of past years translated into a loss of the reporting year;

Debit 80 Credit 84, subaccount "Unfolded loss of the reporting year" - The authorized capital is reduced by a unlocked loss of the reporting year.

Thus, the real value of the authorized capital is determined, which will be distributed among the founders of the organization.

The accrual of the amounts that are subject to payment to the founders of a legal entity are recorded by the following entry:

Debit 80 Credit 75 - reflected the amount of the authorized capital of the organization to be distributed among the founders (participants).

The distribution of property between the founders is made on the basis of an act in which it should be indicated to whom and what is transmitted.

Act is necessarily signed by all participants in the organization, the payment of shares of participants in the organization is made in accounting by the appropriate record:

Debit 75 Credit 50, 51 - The share of authorized capital is paid to the participants.

Example. LLC "Sviyaga" is eliminated by decision of the founders. After meeting the claims of creditors, Sviyaga LLC remained: the office equipment is a residual value of 100,000 rubles. (initial cost of 120,000 rubles, depreciation 20 000 rubles) and cash in the amount of 21,000 rubles. Suppose that the balance (residual) cost of property corresponds to its market value excluding VAT. The authorized capital of Sviyaga LLC is 50,000 rubles, including:
the contribution of the 1st participant is 20,000 rubles;
the contribution of the 2nd participant - 20,000 rubles;
the contribution of the 3rd participant - 10,000 rubles.
All participants - individuals.
Net profit of Sviyaga LLC, reflected in the liquidation balance, is 71,000 rubles.
The liquidation balance of Sviyaga LLC has the following form:

The office equipment is distributed between the three founders - individuals of the Company in proportion to their deposits into share capital.
The disposal of fixed assets in accounting is reflected by the records:
Debit sch. 01 subaccount "Disposal OS" credit account. 01 - 120 000 rubles.
Debit sch. 02 Credit account. 01 subaccount "OS disposal" - 20,000 rubles.
Debit sch. 91 credit account. 01 subaccount "OS disposal" - 100,000 rubles (40,000 + 40,000 + 20,000).
The transfer of property (with the exception of cash) excess of the initial contribution is subject to VAT. Property is transmitted at the residual value.
The initial contributions of the participants are 50,000 rubles, the cost of the transferred property is over the initial contribution:
100 000 - 50 000 \u003d 50 000 rubles.
The amount of VAT, accrued during transmission: 50,000 rubles. x 18% \u003d 9000 rubles.
Consequently, the cost of the transferred property, taking into account VAT, will be: 100,000 + 9000 \u003d 109,000 rubles.
The distribution of property of the liquidated society between its participants followed by the cancellation of the share of participants, it is advisable to reflect in accounting using the SC. 81 "Own shares (shares)":
Debit sch. 81 credit account. 91.1 - 109 000 rubles. - reflected receiving office equipment at a price including VAT
Debit sch. 91.2 Credit account. 68.2 - 9000 rubles. - Accrued VAT.
In accordance with PP. 2 p. 3 Art. 170 of the Tax Code of the Russian Federation from part of the value of fixed assets transmitted to participants within their initial contribution, VAT is restored to pay to the budget - 9000 rubles. (50 000 x 18%).
Debit sch. 19 loan account. 68.2 - 9000 rubles. - Restored by VAT.
Debit sch. 91.2 Credit account. 19 - 9000 rubles. - Recovered VAT is taken into account in the cost of expenses.
Despite the fact that the instructions for account plan provides for the closure of the SC. 91 and sch. 99 Only at the end of the reporting year, in this case it is necessary to close these accounts to determine the amount of net profit to be distributed:
Debit sch. 99 loan account. 91.9 - 9000 rubles.
Debit sch. 84 credit account. 99 - 9000 rubles. - The loss formed during the transfer of property is written off.
Thus, the balance of the sch. 84 amounted to: 71,000 - 9000 \u003d 62,000 rubles. total cost own funds Organizations subject to distribution amounted to: 50,000 + 62,000 \u003d 112,000 rubles, including 50,000 rubles. - within the initial contributions of the participants.

3.6 The procedure for payment and tax calculation during the liquidation of the enterprise

Procedure for renting declarations. One of the gaps of the Tax Code of the Russian Federation is the lack of information on reporting during the liquidation or reorganization of the company. Therefore, in addition to the accountant, in this case, the problem arises when and for what period to represent the declaration. The case is complicated by the fact that officials in this issue will not come to a common opinion. The procedure for submitting tax reports in the reorganization and liquidation of the enterprise is demonstrated in the scheme (at the same time it is not specified, which declaration is meant: the rules are the same for all taxes).

The procedure for submitting tax reporting in the liquidation and reorganization of the company.

When compulsory liquidation, if the firm did not give the reporting within 12 months and in any one bank account During this period, no operations conducted any operations, the tax authorities independently exclude the organization from the EGRUL. On the one hand, it is very convenient: it is not necessary to donate reporting or engage in a tiring procedure of voluntary liquidation. On the other hand, there is a possibility that the tax authorities will apply penalties for non-represented reporting.

In addition, the decision of the Inspectorate on the exclusion of the company from the Registry should be published. Within three months from the date of publication, the owners of the organization, creditors or other interested persons may submit to the tax authorities a statement. In this case, the decision to exclude the firm from the registry will not be taken. But other liquidation procedures can be applied, such as bankruptcy. Accordingly, the owners of the Organization will have to decide what to do with this firm and how to deal with reporting. After all, the number of reporting periods for which reporting will not be passed will increase. The amount of fine will increase. Therefore, before throwing a firm, you need to think over all further risks and possible penalties.

The method of voluntary liquidation will require more labor costs than in case of compulsory liquidation. But it is confidence to avoid fines and close the company in a legitimate way.

When liquidating the firms, the last tax period will be the period from the beginning of the year to the day the process of eliminating the liquidation and removal of the record from the Incorption (Article 55 of the Tax Code of the Russian Federation). With respect to the same taxes for which the tax period is a month or quarter, the last tax period is determined by agreement with the tax inspectorate.

According to the norms of the Code, the tax returns must be submitted after the end of the tax period. However, the liquidated organization will no longer be, and it will be no papers. When should I submit a declaration in this case?

There are two opinions on this. The first thing is that the last declarations must be submitted at the time when the notification of liquidation is filed. Moreover, the declarations are filled in for the entire tax period no matter when it is completed. And the second opinion is last time It is necessary to report on the date of the liquidation balance.

In general, follow as follows . If the elimination is assumed in the current tax period and no calculations affecting taxes are not expected, it is better to submit a declaration with the notice. And all possible changes In the estimated taxes for this period will be reflected already in the "clarifieds".

If the liquidation balance you will be in the next period, then declaration for the current year hand over to its end in common order. Then, when passing the liquidation balance, you will need to submit a declaration for the tax period.

Checks by tax authorities. One of the stages of liquidation of the organization - exit tax auditwhich is carried out on the basis of the decision of the head of the tax authorities or its deputy, where the reason for the implementation of the control event (the liquidation of the taxpayer) is indicated. According to Art. 89 of the Tax Code of the Russian Federation Tax inspectors are not entitled to conduct two on-site inspections on the same taxes within one calendar year, but this restriction does not apply to verification of organizations that terminate their activities. Exit Check It can not last more than two months, but most often tax inspectors that check the liquidated organization are not stacked at such times.

Based on acts of reconciliation with tax authorities and acts of documentary checks, the amount of the debt of the organization is determined. The liquidation commission is obliged to submit to the tax authority of the Declaration for each of the taxes payable to the budget until the organization is liquidated. In case of non-fulfillment of the obligation to pay taxes in the time limits, which are established by the legislation on taxes and fees, according to Art. 75 Tax Code of the Russian Federation The taxpayer is obliged to pay the penalty worth arrears.

If the organization has implemented any assets, then it has an obligation to pay taxes (income tax, VAT). If the organization did not have a debt before the sale of assets and have already begun to pay with their counterparties, then after the sale of assets, the obligation to pay taxes. Clause 1 Art. The 49 Tax Code of the Russian Federation found that the obligation to pay taxes and fees (penalties, fines) is fulfilled by the liquidation commission at the expense of the organization's funds, including those obtained from the sale of its property. If the funds are eliminated by the Organization, including those obtained from the sale of its property, is not enough to fulfill the obligation to pay taxes and fees due to penalties and fines, the remaining debt must be repaid by the founders (participants) of the specified organization within and by the procedure established by the legislation of the Russian Federation (paragraph 2 of Art. 49 of the Tax Code of the Russian Federation). At the same time, the order of execution of duties on the payment of taxes and fees in the liquidation of the organization is determined by the civil legislation of the Russian Federation (paragraph 3 of Art. 49 of the Tax Code of the Russian Federation).

If the liquidated organization has the amounts of excessive taxes paid by this organization or fees and (or) penalties, fines, then the specified amounts are subject to a test account for the repayment of the debt of the Organization for taxes, fees (penalties, fines) by the tax authority in the manner prescribed by ch. 12 Tax Code of the Russian Federation, no later than one month from the date of filing the application of the taxpayer-organization (paragraph 4 of Art. 49 of the Tax Code of the Russian Federation). The amount of excessive paid taxes and fees (penalties, fines) is distributed to the budgets and (or) extrabudgetary funds proportionally total sums Tax debts and fees (penalties) before the relevant budgets and (or) extrabudgetary funds. In the absence of a liquidated organization of debt on the execution of obligations on the payment of taxes and fees, as well as the payment of penalties and fines, the amount of excessive taxes and fees paid by this organization (penalties) are subject to return of this organization no later than one month from the date of submission of the taxpayer-organization .

If the liquidated organization has the amount of excessive taxes or fees, as well as penalties and fines, then the specified amounts are subject to return of the taxpayer-organization in the manner prescribed by ch. 12 NK RF, no later than one month from the date of submission of the taxpayer-organization application.

NDFL. As a result of the organization's activities, the size of its authorized capital may increase or decrease. Thus, if due to an increase in the authorized capital of the organization, the participant in liquidation will receive, respectively, its share of property more than it was made in the formation of the organization, the difference between the property obtained at the exit and initial contribution will be considered an object of taxation income tax on individuals. Payments in monetary or natural form when eliminating the organization of its participant not exceeding the contribution of this participant to the authorized (share) capital of the organization, its income is not recognized (Article 43 of the Tax Code of the Russian Federation).

In accordance with paragraph 5 of paragraph 1 of Art. 208 of the Tax Code of the Russian Federation to income taxed by NDFL, from sources in the Russian Federation include income from the implementation of the implementation of participation in the authorized (share) capital of organizations in the Russian Federation. In the event of the liquidation of society, the shares of the participant - an individual are its income. The tax agent is the liquidated organization in the person of its executive body. By virtue of Art. 226 of the Tax Code of the Russian Federation, the Organization is obliged to calculate, keep at the taxpayer and pay the amount of NDFL.

A tax agent that does not have the opportunity to keep the amount of tax from the taxpayer is obliged to report in writing within one month from the moment of the emergence of the relevant circumstances in writing to the tax authority at the place of its accounting on the impossibility of holding personal income tax and the amount of the taxpayer's debt. Individuals, with the income of which when they received were not retained NDFL taxes Agents, calculate and pay NFFL based on the amounts of such income on their own by submission to the tax authority at the place of residence tax Declaration (paragraph 4 of paragraph 1 of Art. 228 of the Tax Code of the Russian Federation). Indicated revenues According to paragraph 1 of Art. 224 of the Tax Code of the Russian Federation are subject to a tax rate of 13%.

In the distribution of profits, which remained after the taxation of the organization, any income received by its participant in proportion to the participant's shares in the authorized (share) capital of this organization is recognized by dividend on the basis of paragraph 1 of Art. 43 NK RF. Dividends also include any income received from sources outside the Russian Federation relating to dividends in accordance with the legislation of foreign countries.

From January 1, 2005 tax rate With regard to income from participation in the activities of the organization received by individuals who are tax residents The Russian Federation, in the form of dividends, is established in the amount of 9% (clause 4 of Art. 224 of the Tax Code of the Russian Federation). Russian organization, which is the source of the taxpayer income received in the form of dividends, is recognized tax Agent, in this case, the amount of tax is determined separately for each taxpayer in relation to each payment of these revenues at a rate of 9%.

Profit tax. In order to calculate the income tax, it is necessary to be guided by Ch.25 of the Tax Code of the Russian Federation. According to paragraph 8 of paragraph 1 of Article 265 of the Tax Code of the Russian Federation as part of the non-realization costs that reduce the tax base for income tax, the costs of eliminating funds derived from the exploitation, including the amounts not subject to mental period Useful use of depreciation, as well as the cost of eliminating objects of unfinished construction and other property, the installation of which is not completed (the cost of dismantling, disassembling, export of disassembled property), the protection of subsoil and other similar works. At the same time, it is necessary to take into account the requirement of Article.252 of the Tax Code of the Russian Federation: the costs should be economically justified and documented.

Based on paragraph 13 of Article 250 of the Tax Code of the Russian Federation, income in the form of the value of the materials or other property obtained during the disassembly during the elimination of fixed assets derived from the operation. The exception is the income indicated in paragraph 18 of Article 251 of the Tax Code of the Russian Federation, namely income in the form of the value of materials and other property, which were obtained when disassembling, disassembly when eliminating the objects derived from the operation destroyed in accordance with Article 5 of the Convention on the Prohibition of Development , production, accumulation and applications of chemical weapons and about its destruction and from Ch.5 Annex to verify the Convention on the Prohibition of the Development, Production, Accumulation and Application of Chemical Weapons and its destruction. These revenues are not taken into account for tax purposes.

The date of recognition of income in the form of the value of the material values \u200b\u200bobtained is determined depending on the method of determining income and expenses.

Under the method of accrual, such revenues are recognized as a date for the implementation of the act of elimination of amortized property, issued in accordance with the requirements of accounting (PP.8 paragraph 4 of Article 271 of the Tax Code of the Russian Federation).

At the cash method, such income is recognized at the time of the recovery of property (paragraph 2 of Article 273 of the Tax Code of the Russian Federation).

There are some features in incoming income tax in the case when the founder of society is a foreign organization who does not operate through a permanent representation in the Russian Federation and receiving income from sources in the Russian Federation. Revenues obtained as a result of distribution in favor of foreign organizations of profits or property of organizations, other individuals or their associations, including if they are liquidated (taking into account the provisions of paragraph 1 and 2 of Art. 43 of the Tax Code, establishing the concept of dividends and interest) According to Art. 309 of the Tax Code of the Russian Federation relate to income foreign organization From sources in the Russian Federation and are subject to taxation withholders held at the source of payment of income.

VAT. In order to calculate value added tax It is necessary to be guided by Ch.21 of the Tax Code of the Russian Federation. The main question arising from the disposal of unfastened fixed assets: Do I need to restore VAT from the residual value of the departing fixed assets?

The position of the tax authorities is: paid when acquiring fixed assets and accepting them to account the amount of the tax on which the VAT is reduced to the budget should be restored to the VAT part of the VAT, which falls on the residual value of the object, which is not checked on the cost of production and appeal through depreciation.

but Tax Code RF is not provided that, when retireing fixed assets before their full depreciation, the taxpayer is obliged to return to the budget for the value added tax, which comes to the residual value of fixed assets. Thus, the disposal of fixed assets before their complete depreciation does not entail the occurrence of the obligation of the taxpayer to return to the budget of the value-added tax, which comes to the residual value of the retired funds.

When calculating the value added tax, it is also necessary to take into account that according to claims 2 of paragraph 1 of Article 146 of the Tax Code of the Russian Federation, the transfer of goods on the territory of the Russian Federation (execution of work, the provision of services) for their own needs, the costs of which are not accepted for deduction (including including through depreciation deductions) When calculating the tax on the profit of organizations, recognized as an inclusion of VAT.

Example.The organization eliminates equipment due to its full moral and physical wear. The initial cost of equipment is 30,000 rubles., The amount of accrued depreciation is 26,000 rubles. Elimination expenditures (disassembly) of equipment amounted to: wages and secrets of workers engaged in disassembling equipment - 1000 rubles, general production costs - 500 rubles. The cost of parts and nodes derived from liquidation - 2000 rubles.
In accounting, the write-off of the facility object is reflected in the following wiring:
Debit 01 "Disposal of fixed assets" Credit 01 - 30 000 rub. - reflected the initial cost of the writable equipment;
Debit 02 Credit 01 "Disposal of fixed assets" - 26,000 rubles. - the amount of accrued depreciation is written off;
Debit 91-2 Credit 01 "Disposal of fixed assets" - 4000 rubles. - written off the residual cost of equipment;
Debit 91-2 Credit 69, 70 - 1000 rub. - written off the costs of wages and the union of workers involved in the disassembly of equipment related to the liquidation (cancellation) of the object of fixed assets;
Debit 91-2 Credit 25 - 500 rubles. - the overall costs associated with the elimination of equipment are written off;
Debit 10 Credit 91-1 - 2000 rubles. - Called material values \u200b\u200bleft to write off the object of fixed assets (at market value).
Debit 99 Credit 91-9 - 3500 rub. - in the amount of loss from the elimination of equipment.
For tax accounting purposes:
the amount of other expenses will be: 4000 + 1000 + 500 \u003d 5500 rubles.
the amount of other income - 2000 rubles.

Clause 1 of Article 49 of the Tax Code of the Russian Federation found that the obligation to pay taxes and fees (penalties) of the liquidated organization is fulfilled by the liquidation commission at the expense of the organization's funds, including those obtained from the sale of its property.

If the funds are eliminated by the Organization, including those obtained from the sale of its property, is not enough to fulfill the obligation to pay taxes and fees due to penalties and fines, the remaining debt must be repaid by the founders (participants) of the above organization within and by the procedure established by the legislation of the Russian Federation (paragraph 2 of Article 49 of the Tax Code of the Russian Federation).

At the same time, the order of execution of duties on the payment of taxes and fees in the elimination of the organization among settlements with other creditors of such an organization is determined by the civil legislation of the Russian Federation (paragraph 3 of Article 49 of the Tax Code of the Russian Federation).

The order of repayment tax debt The organization is liquidated by paragraph 4 of Article 49 of the Tax Code of the Russian Federation.

According to paras, paragraph 4 of Article 49 of the Tax Code of the Russian Federation, if the liquidated organization has the amounts of excessively paid by this organization taxes and fees and (or) penalties, fines, then the above amounts are subject to a test account for repayment of the debt of the liquidated tax organization, fees (foam Finments) by the tax authority in the manner prescribed by Ch.12 of the Tax Code of the Russian Federation, no later than one month from the date of filing the application of the taxpayer-organization.

From the provisions of paragraph. In the absence of an elimination debt organization, the obligation to pay taxes and fees, as well as on the payment of penalties and fines, the amount of excessive taxes and fees charged by this organization (penalties) are subject to return of this organization no later than one month from the date of submission of the taxpayer application Organizations.

Clause 5 of Article 78 of the Tax Code of the Russian Federation provides that the tax authorities are entitled to independently make a credit of the amounts of excessive tax paid if there is an arrears for other taxes.

3.7 Liquidation of branches

The branch is not a legal entity, therefore, the responsibility for its obligations is borne by a headquarters. Therefore, the requirements imposed by the Civil Code of the Russian Federation to liquidated legal entities, in the liquidation of the branch do not work.

In the event of the liquidation of a legal entity under the provisions of the Civil Code of the Russian Federation, lenders of the organization should be notified. But, since the branch is not the owner of the property transferred to him and acts by proxy of the head organization, the claims of creditors can only be addressed on the property of the head organization. Consequently, notify the lenders of the branch of its liquidation is not necessary.

The procedure for eliminating the branch is similar to the liquidation of a legal entity But first it is necessary to make changes to the constituent documents of the main organization in which this branch is absent. Next, the organization is removed from accounting in the IFNS at the location of the branch, coordinates the intermediate and liquidation balance, closes the current account. Removed from accounting extrabudgetary funds, Printing is destroyed, documents are transmitted to the archive. After receiving a notice of removal from accounting in the IFTS at the location of the branch, changes in the tax reporting of the main company.

The liquidation of the branch is made by the United Nations by the liquidation commission, and in cases of termination of the branch of the court or the Arbitration Court, the liquidation commission appointed by these bodies.

When eliminating the branch, dismissed employees are guaranteed to respect their rights and interests in accordance with the legislation. When the employees are released in connection with the liquidation of the branch, they are guaranteed to respect their legal rights and interests, including the rights to benefits and compensation.

The property of the liquidated branch after paying for the remuneration of his employees and fulfilling obligations to budget, credit institutions and creditors is distributed in accordance with the decision of the Members of the Shareholders Meetings main Organization. When liquidating the branch, property and finance branches remaining after the calculations of the main organization with the budget and creditors, it is returned to it.

The procedure for satisfying the claims of creditors in the event of liquidation of the branch is also determined in accordance with the legislation of the Russian Federation. The liquidation of the branch is carried out by the liquidation commission appointed by members of the meeting of shareholders of this organization, or (in accordance with law) by the court.

It should be noted that branches as structural divisions of the organization may have or not have a separate balance sheet. The procedure for accounting records depends on this.

If the branch has a separate balance, then the calculations with it, the headquarters reflects in the account 79 "Intra-economic calculations", to which subaccounts can be opened: 79-1 "Calculations for the dedicated property" and 79-2 "Calculations on current operations".

In the accounting record of the head organization on account 79 there must be a debit balance, and in the accounting records of the branch - credit.

If the branch does not have a separate balance, then the operations that it performs are reflected in the individual sub-accounts of accounting accounts for production costs (20 "Basic Production", 23 "Auxiliary Production" or 29 " Serving production and farm ").

Legally, the branch elimination is reflected in the constituent documents. Changes are made and in accounting policies Organizations.

During his activities, the branch purchases the necessary materials, raw materials, fuel for the production, uses the works and services of other organizations, i.e. Keeps calculations with suppliers and contractors. After eliminating the branch, debt on paying material and industrial values \u200b\u200b(works, services) proceeds to the head organization. However, before it occurs, a head organization is advisable to pay creditors with creditors at the expense of cash on the current account, special accounts in banks and at the branch office.

Example. At the date of decision to eliminate the branch on its balance sheet, debit balances on the accounts: 50 "Cashier" - 5000 rubles, 51 "Settlement account" - 35,000 rubles., 55 "Special accounts in banks" - 3000 rubles.
There are also credit balances on accounts 60 "Calculations with suppliers and contractors" - 25,000 rubles., 68 "Calculations for taxes and fees" - 7000 rubles, 70 "Calculations with wage personnel" - 15,000 rubles.
Thus, the branch has money in the amount of 43,000 rubles. (5000 + 35,000 + 3000).
Also the branch has accounts payable in the amount of 47 000 rubles. (25 000 + 7000 + 15 000).
To repay payable debt funds of the branch not enough. Therefore, first of all, it is best to produce the necessary payments to the budget and settle with the dismissed employees.
Cash stored in special accounts in banks, if it is impossible to use them must be returned to the current account.
Reflection of branch accounting operations:
Debit 51, Credit 55 - 3000 rubles. - enrolled on the bill account of the branch funds in special accounts in the bank;
Debit 50, Credit 51 - 10,000 rubles. - Cash has been received for settlements with dismissed employees;
Debit 70, Credit 50 - 15,000 rubles. - made a calculation with dismissed employees;
Debit 68, Credit 51 - 7000 rubles. - reversal of taxes in front of the budget;
Debit 60, Credit 51 - 21,000 rubles. - Partial calculations with suppliers and contractors are produced.
The branch payable debt to pay off completely does not have the opportunity (duty remained to suppliers and contractors in the amount of 4000 rubles). The headquarters can notify lenders from which current account with them will be made final calculations.

After the notification of the body exercising the state registration of legal entities, the branch officially ceases to exist. When submitting a branch balance, data on its rows add up with the data of the balance of the head organization, and the balance of 79 will be zero.

When creating a branch, the transmission object is most often material and production reserves, fixed assets and other assets used in the implementation of industrial or trading activities.

In the process of activity of the branch, the cost of assets changes: fixed assets and intangible assets amortized; Materials, raw materials, fuel and other material values \u200b\u200bare spent in industrial and non-production purposes. Upon completion of the branch calculations of the balance on the subaccount "Calculations for the transferred property" of the account 79 in the head organization will correspond to the balance on the same subaccount in the branch, and the cost of the return property will be different.

Example. When creating a branch, a headquarters transferred him fixed assets (initial cost - 15,000 rubles, depreciation amount - 3000 rubles) and materials (in the amount of 5000 rubles).
In accounting parties, these operations are reflected as follows.
In registering a head organization:
Debit 79-1, Credit 01 - 15,000 rubles. - written off the initial value of fixed assets transferred to the branch;
Debit 02, Credit 79-1 - 3000 rubles. - debited the amount of accrued depreciation on transmitted fixed assets;
Debit 79-1, Credit 10 - 5000 rubles. - Written by the cost of materials.
In accounting the branch:
Debit 01, Credit 79-1 - 15 000 rubles. - Called fixed assets received from the head organization;
Debit 79-1, Credit 02 - 3000 rubles. - reflected the amount of accrued depreciation on the funds received;
Debit 10, Credit 79-1 - 5000 rubles. - Discarded materials.
Note that the transfer of property to the branch is not a realization of this property, because the ownership of it remains at the head organization.
In the process of its activities, the branch accrued depreciation on fixed assets in the amount of 2000 rubles. Materials previously received from the head organization are fully spent. At the same time, the branch warehouses have finished products worth 7,000 rubles.
When returning property in accounting parties, the following entries were made.
In accounting the branch:
Debit 79-1, Credit 01 - 15,000 rubles. - written off the initial value of fixed assets;
Debit 02, Credit 79-1 - 5000 rubles. (3000 + 2000) - debited the amount of accrued depreciation;
Debit 79-1, Credit 40 - 7000 rubles. - transferred finished products.
In registering a head organization:
Debit 01, Credit 79-1 - 15 000 rubles. - reflects the initial value of fixed assets received from the branch;
Debit 79-1, Credit 02 - 5000 rubles. - reflects the amount of accrued depreciation on fixed assets received from the branch;
Debit 40, loan 79-1 - 7000 rubles. - Reflects the cost of finished products.
As a result, the balance of the account 79 is zero.

The branch of the balance in the account 79 is a value that consists of the cost of the originally transmitted branch of the property, assets produced or formed during its activities, minus the sources of the education of these assets - payables and profits. Consequently, when liquidating the branch, it is necessary not only to ensure the return of the property, the cost of which corresponds to the debit balance on the account of 79 of the head organization, but also to decipher the debit and credit balance on this account.

Ltd. (private security company) is eliminated by decision of the participants. Debt to creditors does not have an organization. Participants are individuals. Taxation system - USN. As part of the MPZ, uniform uniforms, furniture, household appliances, office equipment and radio stations were taken into account. No specials and weapons. The cost of the estimated property is less than 40,000 rubles. for a unit. How to write off the specified property from the balance with the liquidation of the organization?

According to paragraph 1 of Art. 61 of the Civil Code of the Russian Federation Elimination of a legal entity entails its termination without the transition of rights and obligations in order of succession to other persons, with the exception of cases provided for by the Federal Law.

Article 62 of the Civil Code of the Russian Federation established the obligations of the person who has decided to eliminate the legal entity. One of these duties is the appointment by the founders (participants) of a legal entity or the body to decide on the liquidation of a legal entity, the liquidation commission (liquidator) and the establishment of the procedure and deadlines of the liquidation in accordance with the Civil Code of the Russian Federation and other laws (clause 2 of Article 62 of the Civil Code of the Russian Federation ).

The liquidation commission places in the press bodies that publish data on state registration of a legal entity, the publication of its liquidation and on the procedure and the application period for its creditors. This period cannot be less than two months from the date of publication of the liquidation.

The liquidation commission takes measures to identify creditors and receiving receivables, and in writing notifies creditors to liquidation of a legal entity (paragraph 1 of Art. 63 of the Civil Code of the Russian Federation).

After the deadline for presenting the requirements of creditors, the liquidation commission constitutes an interim liquidation balance, which contains information on the composition of the property of the liquidated legal entity, the list of claims presented by creditors, as well as the results of their consideration (paragraph 2 of Art. 63 of the Civil Code of the Russian Federation).

From paragraph 2 of Art. 63 of the Civil Code and PP. 12 p. 2 Art. 33 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies" (hereinafter - the Law N 14-FZ) follows that the interim liquidation balance is approved by the general meeting of participants (or the only participant) LLC.

In the situation under consideration, unemployed payables are absent from the liquidated organization, therefore the liquidation commission is the liquidation balance, which is approved by the general meeting of the participants (the only participant) of LLC (clause 5 of Article 63 of the Civil Code, paragraph 12 of paragraph 2 of Art. 33 of the Law No. 14 -FZ).

It is based on the decision on the distribution of the remaining property of LLC between its participants.

By virtue of paragraph 1 of Art. 58 of the Law N 14-FZ property of the liquidated company is distributed by the liquidation commission between the participants of the Company in the following sequence:

first of all, the participants of the society distributed, but unpaid part of the profit;
in second matter, the distribution of property of the liquidated society between the participants of the Company is proportional to their shares in the authorized capital of the Company.

At the same time, if the property is not enough to pay the distributed, but unpaid part of the profits, the property is distributed between its participants in proportion to their shares in the authorized capital of LLC (paragraph 2 of paragraph 2 of Art. 58 of the Law N 14-FZ).

In the case analyzed, uniform uniforms, furniture, household appliances, office equipment and radio stations have a cost of less than 40,000 rubles per unit, i.e. represent "low-value" facilities of fixed assets.

Accordingly, if accounting policies The organization has a limit of the cost of assets in a amount not exceeding 40,000 rubles per unit, such assets can be taken into account in the composition of material and production reserves. Organization in the event of a vacation from the warehouse of these funds to use employees (uniform uniforms, radio stations) or commissioned (furniture, household appliances) Must ensure safety and organize proper control over the movement of such facilities in production or during operation (clause 5 PBU 6/01 "Accounting for fixed assets"). However, in the situation under consideration, it was not defined, where at the time of the decision by the participants of the Company on the liquidation of the organization are indicated "low-value" material values: in use or in stock.

So, in case of finding the specified property in the warehouse of the organization, measures should be taken to its possible implementation.

Property transferred to the use (tools, special clothing, radio stations, devices for charging them) or in production (inventory and other non-imagised property), taken into account initially on account 10 "Materials" based on the actual costs of its acquisition, with the exception of VAT and other reimbursed taxes (except for the cases provided for by the legislation of the Russian Federation) (clause 5 and paragraph 6 of PBU 5/01 "Accounting for material and production reserves"), is reflected in the debit of cost accounting accounts (20, 23, 25, 26, 44) in correspondence With a credit account of 10 "Materials" (paragraphs 5, 7, 8 PBU 10/99, instructions for applying accounting accounts plan). At the same time, the organization independently determines the method of debiting their value (paragraph 16 of PBU 5/01, clause 73 of methodical instructions on accounting of material and industrial reserves, approved by the Order of the Ministry of Finance of Russia dated December 28, 2001 N 119n).

In order to ensure the safety of the "low-value" property of the organization's accounting policy, the procedure for accounting for such objects after commissioning is established. For example, a quantitative accounting may be provided with a reflection of property on the off-balance account or using the materials accounting cards.

Based on the above, if the organization contains no-balance sheet records of "low-value" fixed assets, we believe that it is advisable to conduct an inventory of the MPZ, recorded on off-balance accounts. The property identified according to the results of inventory, in our opinion, it is possible to reflect in a separate section of the liquidation balance.

Legislation on accounting does not provide for the procedure for the distribution of the "low-value" assembly accounts between the participants of the Company in the event of its liquidation. Therefore, this procedure for distribution Participants in the Company can agree on their own on their own (issued the transfer of property from society to the participant's act of transmission).

Recall that the methodological instructions on the inventory of property and financial obligations are approved by the Order of the Ministry of Finance of Russia dated 13.06.1995 N 49 (hereinafter referred to as instructions).

One of the obligatory cases of inventory is the liquidation of the Organization before drawing up the liquidation balance (p. 1.5 of the instructions).

Thus, on the basis of data inventory and liquidation balance in accounting, the distribution of property worth less than 40,000 rubles between participants in the LLC is reflected in the postings:

Debit 80 Credit 75
- distributed property of liquidated LLC between its participants (in proportion to shares in the authorized capital);

Debit 75 Credit 91-1 "Other Income"
- the debt to the participants of the LLC (in the form of the value of distributed property);

Credit 012 " Low-value propertycommissioned "
- Property received by participants in LLC.

It should be noted that if the accounting policy of the organization does not provide for the registration of the "low-value" OS after commissioning (write-off in production), i.e. money Evaluation There are no such OS, the above-described method is not applicable. In such a situation, in our opinion, participants of the LLC must independently decide on the procedure for the distribution of the remaining MPZ.

In the event that the organization decides to sell the remaining property and distribute cash between participants, the wiring will be as follows:

Debit 62 Credit 91-1 "Other Income"
- reflects the debt of the buyer for the sold property at the cost specified in the contract;

Debit 91-2 "Other expenses" Credit 10
- the cost of sold MPZ is written off;

Debit 50 (51) Credit 62
- received money from buyers;

Debit 80 Credit 75
- the property is distributed among the participants of the LLC;

Debit 75 Credit 50 (51)
- Property in the form of funds received by participants in the LLC.

With the texts of the documents mentioned in the response of experts, you can find

Often, entrepreneurs face such a situation as the liquidation of the LLC with the balances of products. Difficulties arise from the bearing outlets that are not able to transfer the remaining goods to other retailers.

How is the liquidation of the LLC with the balances of the goods?

According to the current legislation, the balance of money upon completion of the company can be recorded only in the intermediate liquidation balance. The state registration authorities are provided with zero liquidation balance. The existing balance of goods in the liquidation of the LLC entrepreneur is invited to sell and note the profit due to the sale of products.

How to dispose of the funds received at the completion of the company's work with the commodity residue and its subsequent sale? The resulting amount is distributed between creditors. If funds remain as a result of payments, the funds remain, their transfer to the founders in the amount of contributions in the formation of the enterprise enterprise is allowed. If amounts exceed contributions, they should be considered as dividends for the current year. If there are dividends for payments, you need to additionally pay tax on personal income.

The LCD Law indicates that in the case of the existence of goods at the end of the enterprise, the participants can expect to receive a part of ownership or amount of money for which it can be implemented. Property distribution is carried out like this:

initially, the participants in the commercial organization receive a distributed unpaid part of the profits;
at the next stage, the company's property between all participants is distributed in accordance with the size of their share in the Criminal Code.

Our specialists can eliminate the company in a short time.