If the goods that your organization has on the balance sheet is expired, damaged or lost, you can write it off. In this case, you need to confirm the reason for the write-off. First, take an inventory of the items and draw up an inventory list. If the goods are expired or damaged, draw up an act indicating the expiration date, condition of the goods, etc. The act can be drawn up according to the forms No. TORG-15 or TORG-16, approved by the decree of the State Statistics Committee of the Russian Federation of December 25, 98 No. 132, or according to the form that you developed yourself.

If the item is stolen, a police certificate is needed. Since the cost of goods is 3 million rubles, their write-off will raise questions, and the documents for write-off should be taken especially carefully.

In tax accounting under the simplified tax system expenses can only include the cost of damaged goods within the limits of natural loss rates (subparagraph 2 of paragraph 7 of article 254 and subparagraph 5 of paragraph 1, paragraph 2 of article 346.16 of the Tax Code of the Russian Federation). The cost of goods not sold due to the expiration date, as well as damage to goods in excess of the norms of natural loss and the cost of lost goods cannot be included in expenses.

In accounting, the write-off of goods, if the guilty person is absent, is reflected by the following entries:

DEBIT 94 CREDIT 41

The write-off of lost or damaged goods is reflected;

DEBIT 44 CREDIT 94

The cost of goods was written off within the limits of natural loss rates;

DEBIT 91 subaccount "Other expenses" CREDIT 94

The cost of the rest of the goods has been written off.

If the goods are in a warehouse of normal quality, you just can't write them off. They can, for example, be sold to a third party.

If your organization has retained earnings, you can also accrue dividends to the owner of the organization up to the amount of profit. And to give them out not in money, but in goods, this option is not prohibited.

In tax accounting under the simplified tax system, the issuance of dividends as property is recognized as a sale. Therefore, on the date when you transferred the goods to the founder instead of dividends, you must take into account the amount of repaid dividend debt in income under the simplified tax system (clause 1 of article 346.15, article 249 and clause 1 of article 346.17 of the Tax Code of the Russian Federation).

In accounting, the payment of dividends in kind is considered a sale (). Therefore, when issuing dividends by goods or finished products, you will have entries (clauses 5, 6.3 and 12 of PBU 9/99 "Income of the organization" and clauses 5, 7, 9 and 11 of PBU 10/99 "Expenses of the organization"):

DEBIT 75 CREDIT 90 subaccount "Revenue"

The transfer of goods to the participant on account of dividends is reflected;

DEBIT 90 subaccount "Cost of sales" CREDIT 41

The cost of goods has been written off.

Note that if the goods remain on your balance sheet during the liquidation period, you will also have to either sell them, or transfer them either to creditors to pay off the debt, or to the owner, if there are no creditors.

How to transfer taxes to tax (from the settlement account of the LLC or the founder on his own will be able to pay taxes?

Hello. Since your colleague Chernobavsky answered the question of how exactly to liquidate LLC with the least taxation, and I join his opinion in this part, I would like to answer this question.

In the event of an obligation to pay personal income tax, taking into account the foregoing by his colleague Chernobavsky, the liquidated LLC must perform the functions of a tax agent for personal income tax (Article 226 of the Tax Code of the Russian Federation), since the specified transfer of property is not reflected in the list of income taxed by individuals - recipients of income (Art. 228 of the Tax Code of the Russian Federation) .Tax specialists adhere to a similar position.

Letter of the Federal Tax Service of the Russian Federation of January 27, 2010 N 3-5-04 / [email protected]

Question:

On the taxation of personal income tax on income of individuals in the form of land plots received during the liquidation of an LLC.

The Federal Tax Service has considered the appeal on the procedure for taxing income of an individual during the liquidation of a limited liability company (hereinafter referred to as LLC) and reports the following.
The procedure for determining the tax base in relation to income received by individuals - founders, participants or shareholders of liquidated organizations, the provisions of Ch. 23 of the Tax Code of the Russian Federation (hereinafter - the Code) is not directly established.

At the same time, the provisions of Art. 41 of part one of the Code stipulates that income is recognized as an economic benefit in cash or in kind, taken into account if it is possible to assess it and to the extent that such benefit can be estimated.

In accordance with paragraph 1 of Art. 8 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", the participants of the company have the right to receive, in the event of liquidation of the company, a part of the property remaining after settlements with creditors, or its value.
The income received by the taxpayer from the liquidated LLC in the form of land plots is the taxpayer's income subject to personal income tax.

The amount of taxable income is determined on the basis of the market value of the aforementioned plots minus the costs of acquiring shares in the authorized capital of the LLC.
At the same time, the liquidated LLC performs the duties of a tax agent provided for by the provisions of clause 1 of Art. 226 of the Code.

In accordance with paragraph 5 of Art. 226 of the Code if it is impossible to withhold the calculated amount of tax from the taxpayer, the tax agent within one month from the moment this circumstance arises, notifies the tax authority of this fact in writing at the place of its registration .

The payment of tax is made on the basis of a tax notice in the manner prescribed by clause 5 of Art. 228 of the Code. In this case, the attraction of individuals to the declaration of income is not carried out.

Active State Councilor of the Russian Federation
3 class
N.E. MELNIKOV
27.01.2010

That is, when transferring property, the company notifies the founders of the impossibility of retaining it, and the tax authority and the founder pays the tax on their own in the manner prescribed for individuals.

In accordance with Article 61 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation), the liquidation of an organization entails its termination without the transfer of rights and obligations by way of succession to other persons.

The liquidation of an organization can take the following forms:

1) voluntary liquidation;

2) compulsory liquidation;

3) bankruptcy.

There can be many reasons for the founders to terminate the activities of the company, but the most common is the presence of accounts payable to suppliers and the budget.

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

A legal entity can be liquidated:

1) by the decision of its founders (participants) or the body of a legal entity authorized to do so by the constituent documents, including:

a) due to the expiration of the term for which the legal entity was created;

b) in connection with the achievement of the goal for which it was created;

2) by a court decision in cases where:

a) gross violations of the law were committed during the creation of the organization and these violations are irreparable;

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

c) the activities of the organization are prohibited by law;

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

e) a public or religious organization (association), charitable or other foundation systematically carry out activities that contradict their statutory goals, etc.

A claim to liquidate a legal entity on the above grounds may be filed with a court by a state body or local self-government body, which has been granted the right to present such a claim by law.

There are also certain conditions of the organization , non-fulfillment of which entails its liquidation:

1) if the number of participants in an LLC (CJSC) exceeds 50 people, the company is subject to transformation into an OJSC within a year. After this period, the company is subject to liquidation in court, if the number of its participants does not decrease to the limit established by law (clause 3 of article 7 of the Federal Law of December 26, 1995 No. 208-FZ "On joint stock companies", clause 3 of article 7 Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies");

2) in case of incomplete payment of the charter capital of the company within a year from the moment of its state registration, the company must either declare a decrease in its charter capital to its actually paid amount and register its decrease in the prescribed manner, or decide to liquidate the company (clause 2 of Art. .20 of Law No. 14-FZ);

3) if at the end of the second and each subsequent financial year the value of the company's net assets turns out to be less than the minimum amount of the authorized capital established by law on the date of state registration of the company, then the company is subject to liquidation (clause 3 of article 20 of Law No. 14-FZ).

By a court decision on the liquidation of a legal entity, its founders (participants) or the body authorized to liquidate a legal entity by its constituent documents may be entrusted with responsibilities for the liquidation of a legal entity.

A legal entity that is a commercial organization or acting 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 due to its recognition as insolvent (bankrupt).

If the value of the property of a legal entity is insufficient to satisfy the claims of creditors, it can be liquidated only in the manner of declaring it insolvent (bankrupt) (Article 65 of the Civil Code of the Russian Federation).

The provisions on the liquidation of legal entities due to insolvency (bankruptcy) do not apply to state-owned enterprises.

Voluntary liquidation begins with a decision on it. It is accepted by the supreme governing body of a legal entity (usually a general meeting of participants or shareholders) and drawn up in minutes. No other body (board of directors or management board) can make such a decision, but has the right to raise the issue of liquidation for discussion at the meeting of participants. In a joint-stock company, this can be done by the board of directors, in a limited liability company - by the board of directors (supervisory board), the general director or even a member.

If the decision on voluntary liquidation is made by the participants of the LLC, then the consent of all participants is required for its adoption (clause 1 of article 92 of the Civil Code of the Russian Federation). If a decision is made by an authorized management body, then the procedure for making decisions of such a body established by law and the constituent documents must be observed. According to paragraph 3 of Art. 55 of the Tax Code of the Russian Federation, if the organization was liquidated before 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 date of completion of liquidation.

The main regulatory documents establishing the procedure for the voluntary liquidation of legal entities are:

Civil Code of the Russian Federation, Art. Art. 61 - 64;

Law of the Russian Federation of 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 21.07.1997 No. 119-FZ "On Enforcement Proceedings";

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

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

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

Regulation on accounting "Financial statements of the organization" PBU 4/99, approved by the Order of the Ministry of Finance of Russia dated 06.07.1999 No. 43n.

The decision to liquidate the organization is made by the general meeting of the founders (participants). At the general meeting of founders, the composition of the liquidation commission, the draft liquidation procedure, and the terms of liquidation are appointed and approved. From the moment the liquidation commission is appointed, all the powers to manage the organization and liquidate the legal entity are transferred to it. If the state or a municipality is a participant (shareholder) of the liquidated organization, a representative of the relevant committee for property management or the relevant local government body shall be included in the liquidation commission.

The composition of the liquidation commission must be agreed with the registering authority. Currently, the state registration of legal entities during liquidation is carried out by the tax authorities. The decision on liquidation must be brought to the attention of the tax inspectorate where the organization is registered within three days (Article 20 of the Federal Law of 08.08.2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs"). From the moment of its formation, the liquidation commission becomes the only governing body of the legal entity, and the powers of the previous bodies (head, board of directors, general meeting) are terminated.

The liquidation commission develops and approves liquidation plan , which must include:

Inventory of the organization's property;

Drawing up a detailed description of the financial condition of the organization at the time of liquidation;

Reconciliation of settlements for all federal and territorial payments with tax authorities and extra-budgetary funds;

Analysis and evaluation of accounts receivable and development of measures for its collection;

Analysis and characteristics of accounts payable;

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

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

Determination of the procedure for settlements with creditors related to the same order of satisfaction of creditors' claims;

Establishment of information about the participants entitled to receive a share of the organization's property remaining after settlements with creditors;

List of dismissed personnel of the liquidated organization;

Establishment of all organizations, the founder of which is a legal entity, and its withdrawal from the founders; if the liquidated organization is the only founder of another organization, then this organization must also be liquidated;

Determination of the order of distribution between the founders of monetary and other funds remaining after the satisfaction of creditors' claims;

Preparation of documents for excluding an organization from the state register of legal entities;

Closing bank accounts;

Transfer for storage to the archive of documents on the personnel of the company (orders, registration cards, cards of personal accounts for calculating wages), minutes of general meetings of the company; Acceptance of documents to the archive is certified by a certificate, a copy of which is sent to the registering authority.

The absence of debts to the budget is confirmed as a result of a tax audit. Often, the real reason for liquidation is the unsatisfactory state of the accounting records and the desire of the organization's officials to evade responsibility for tax, customs or other offenses. Upon liquidation, organizations receive a guaranteed tax audit.

A special form No. Р15001 "Notification of the decision to liquidate a legal entity" has been established, which is given in Appendix No. 8 to the Decree of the Government of the Russian Federation No. 439 dated June 19, 2002 "On the approval of forms and requirements for the execution of documents used for state registration of legal entities, as well as individuals as individual entrepreneurs ”.

In addition to the decision on liquidation itself, the protocol fixing this decision should provide for the formation of a liquidation commission and its composition. The appointment of the commission must be notified to the tax inspectorate in the form in accordance with Appendix No. 9 to Resolution No. 439. Documents on the formation of the liquidation commission, on the appointment of a liquidator or on the appointment of a liquidator must be attached to the notification.

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

1) an application signed by the applicant for state registration of a legal entity in connection with its liquidation according to the form No. Р16001 (Appendix No. 5 to the Decree of the Government of the Russian Federation No. 439). The application confirms that the procedure for liquidating a legal entity established by federal law has been observed, settlements with its creditors have been completed and the issues of liquidating a legal entity have been agreed with the relevant state bodies and (or) municipal bodies in cases established by federal law;

2) liquidation balance sheet;

3) a document confirming the payment of the state fee.

In accordance with clause 4 of the Decree of the Government of the Russian Federation No. 439, Methodological explanations have been developed on the procedure for filling out certain forms of documents used for state registration of a legal entity, approved by Order of the Ministry of Taxes and Duties of Russia dated April 18, 2003 No. BG-3-09 / 198.

On the basis of this Order of the Ministry of Taxes and Duties of Russia, documents used for state registration of legal entities (applications, notifications and messages, as well as annexes thereto) are filled in by hand in block letters in ink or a ballpoint pen in blue or black or in typewritten text.

If any section or paragraph of the section of the application is not filled in, a dash shall be inserted in the corresponding columns.

An application, notification or message is filled out in one copy and submitted to the registering authority directly by the applicant or sent by post with a declared value during its transfer and a list of attachments. It is recommended to mark “registration” on the envelope.

The authenticity of the applicant's signature on the application, notification and message must be certified by a notary.

Each document containing more than one sheet is submitted to the registering authority in a stitched, numbered form. The number of sheets is confirmed by the signature of the applicant or a notary on the back of the last sheet at the place of stitching.

3.2 Accounting for property upon liquidation of an enterprise

Property inventory... In accordance with paragraph 2 of Art. 12 of Law No. 129-FZ during the liquidation of an organization, before drawing up a liquidation (separation) balance sheet, it is necessary to conduct an inventory. The procedure for taking inventory of property and financial obligations of an organization and registration of its results is established by the Methodological Guidelines for Inventory of Property and Financial Liabilities, approved by Order of the Ministry of Finance of Russia dated June 13, 1995 No. 49. The main objectives of inventory during the liquidation of an organization are to identify the actual availability of property, compare the actual availability of property with data accounting and checking the completeness of the reflection in the accounting of obligations.

Methodological guidelines established the Rules for conducting an inventory. According to these Rules, all property of the organization, regardless of its location, and all types of financial obligations are subject to inventory.

In addition, inventories and other types of property that do not belong to the organization, but are listed in the accounting records (in custody, rented, received for processing), as well as property not accounted for for any reason, are subject to inventory.

The inventory of the property is carried out at its location.

Inventory rules include:

Inventory of property and financial obligations;

Inventory of fixed assets;

Inventory of intangible assets;

Inventory of financial investments;

Inventory of inventory items;

Inventory of work in progress and prepaid expenses;

Inventory of animals and young animals;

Inventory of monetary funds, monetary documents and forms of strict reporting documents;

Inventory of settlements (settlements with banks and credit institutions for loans, settlements with the budget, buyers, suppliers, accountable persons, employees, depositors, other debtors and creditors), which consists in checking the validity of the amounts on the accounts;

Inventory of reserves for future expenses and payments, estimated reserves (the correctness and validity of the reserves created in the organization is checked: for the forthcoming payment of vacations to employees; expenses for the repair of fixed assets; production costs for preparatory work due to the seasonal nature of production).

The property is inventoried by its location and by the materially responsible person. For property, during the inventory of which deviations from the credentials were revealed, collation statements are drawn up. They reflect the results of the inventory, i.e. discrepancies between accounting figures and inventory data.

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

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

Lack of property and its damage include:

1) for the costs of production or circulation (costs) within the norms of natural loss - Debit account. 20 (25, 26, 44, etc.) Credit account. 10, 41;

2) at the expense of the perpetrators (in excess of the norms) - Debit account. 94 Credit account 10, 41;

3) if the guilty persons are not identified or the court refused to recover losses from them, then these losses are written off to the financial results of a commercial organization or an increase in expenses from a non-profit organization - Debit account. 91.2 Credit account 94.

If the surplus, recorded 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-operating income (clause 20 of article 250 of the Tax Code of the Russian Federation), then expenses in the form of a shortage of material assets in production and in warehouses, at trade enterprises in the absence of guilty persons, as well as losses from embezzlement, the perpetrators of which have not been identified, can be recognized as reducing the tax base only if the fact of the absence of the perpetrators is documented by the authorized government body (subparagraph 5 of paragraph 2 of article 265 of the Tax Code of the Russian Federation).

With the further implementation of the surplus of goods and materials identified as a result of the inventory for the purpose of taxation of profits, the organization will be able to recognize expenses in the amount of income tax calculated on income that was reflected in tax accounting when posting the revealed surplus (clause 2 of article 254 of the Tax Code of the Russian Federation).

Example... As a result of inventory of goods and materials in the warehouse, a shortage of 50 meters of cotton fabric at a price of 100 rubles was revealed. per meter and a surplus of linen fabric in the amount of 40 meters at a price of 150 rubles. per meter. The persons responsible for the shortage have not been identified, on the basis of the order of the liquidation commission, the shortage is attributed to the losses of the organization. There are no documents from the authorized government bodies confirming the absence of the guilty persons. The identified surplus tissue was disposed of during the elimination process.

In accounting, the results of the inventory are reflected in the following records:

Debit account 94 Credit account 10 - 5000 rub. - the shortage of cotton fabric is reflected

Debit account 19 Credit account 68.2 - 900 rubles. - VAT, previously accepted for deduction, has been restored

Debit account 94 Credit account 19 - 900 rubles. - VAT charged to shortages

Debit account 91.2 Credit account 94 - 5900 rub. - the shortfalls are charged to expenses

Debit account 10 Credit account 91.1 - 6000 rubles. - surplus linen fabrics were entered

Debit account 62 Credit account 91.1 - 7080 rubles. - realized surplus linen fabric

Debit account 91.2 Credit account 10 - 6000 rubles. - the cost of the sold fabric has been written off

Debit account 91.2 Credit account 68.2 - 1080 rubles. - VAT charged.

In reducing the tax base for income tax when selling capitalized surpluses, it will be possible to accept only 6,000 rubles. x 24% = 1440 rubles.

Not only the property of the organization is subject to inventory, but also its obligations (settlements with the budget, with accountable persons, with personnel for remuneration, with debtors and creditors, etc.). The procedure for reconciliation of calculations of taxpayers for taxes and fees is established by Order of the Federal Tax Service of Russia dated 09.09.2005 No. SAE-3-01 / [email protected]"On approval of the Regulation on the organization of work with taxpayers, payers of fees, insurance contributions for compulsory pension insurance and tax agents." The rules for reconciliation of taxpayers' settlements set forth in this document are applied starting from 01.11.2005.

Write-off of the value of fixed assets... The procedure for liquidating and writing off fixed assets from the balance sheet is established by clauses 94 - 97 of the Methodological Instructions for the Accounting of Fixed Assets, approved by Order of the Ministry of Finance of Russia dated 20.07.1998 No. 33n.

1. Creation of a commission.

To determine the feasibility and unsuitability of fixed assets for further use, the impossibility or ineffectiveness of their restoration, as well as to draw up documentation for the write-off of these objects in the organization (if the availability of fixed assets is significant), by order of the head, a permanent commission may be created, which includes relevant officials, including the chief accountant (accountant) and persons who are responsible for the safety of fixed assets. Representatives of the relevant inspectorates may be invited to participate in the work of the commission.

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

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

To register and record the write-off of deteriorated fixed assets, the following forms are used:

The act of writing off the object of fixed assets (except for vehicles) - form No. OS-4;

Act on the write-off of vehicles - form No. OS-4a;

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

The act is drawn up in two copies, signed by members of the commission appointed by the head of the organization, and approved by the head or a person authorized by him. The first copy is transferred to the accounting department, the second remains with the person responsible for the safety of fixed assets, and is the basis for the delivery to the warehouse and sale of material values ​​and scrap metal remaining as a result of write-off. When a vehicle is written off to the accounting department, a document confirming its removal from the register with the State Traffic Safety Inspectorate of the Ministry of Internal Affairs of Russia (State Traffic Inspectorate) is transferred to the accounting department.

The costs of writing off fixed assets, as well as the cost of material assets received from the dismantling of fixed assets, reflected :

a) in Section 3 "Information on the costs associated with the write-off of an item of fixed assets from accounting, and on the receipt of material assets from their write-off" (form No. OS-4);

b) in section 5 "Information on the costs associated with the write-off of vehicles from the accounting records, and on the receipt of material assets from their write-off" (form No. OS-4a);

c) in section 2 "Information on the receipt of material assets from the write-off of fixed assets" (form No. OS-4b).

3. Posting of material assets.

Parts, assemblies and assemblies of disassembled and dismantled equipment, suitable for the repair of other fixed assets, as well as other materials are received as scrap or scrap at market value, and unusable parts and materials are received as secondary raw materials and are reflected in the debit of the material account in correspondence with financial results account.

4. Mark in the inventory card (book).

On the basis of acts for the write-off of fixed or vehicles transferred to the accounting service of the organization, a label on the disposal of the object is made in the inventory card (inventory book). Corresponding records of the disposal of an item of fixed assets are also made in the document opened at the place of its location.

Acceptance, movement of fixed assets within the organization, including reconstruction, modernization, overhaul, as well as their disposal or write-off are reflected in the inventory card (book) on the basis of the relevant documents.

Inventory cards for retired items of fixed assets are stored for a period determined by the head of the organization.

According to clause 101 of the Methodological Guidelines for the accounting of fixed assets, the write-off of the value of fixed assets is reflected in the accounting in full: on the debit of the accounting account for the write-off (sale) of fixed assets - the initial cost of the object recorded on the fixed assets account, and the costs associated with disposal fixed assets that are preliminarily accumulated on the account for accounting for the costs of ancillary production (accrued wages and social insurance contributions made to employees participating in operations for the disposal of fixed assets, taxes and fees paid from the proceeds of the sale of fixed assets, etc.), and on the credit of the specified account - the amount of accrued depreciation charges, the amount of proceeds from the sale of values ​​related to fixed assets.

Income, expenses and losses from writing off fixed assets from the balance sheet are reflected in accounting in the reporting period to which they relate. Income, expenses and losses from the write-off of fixed assets from the balance sheet shall be credited from the write-off (sales) account to the financial results of the organization (clause 103 of the Methodological Instructions).

According to clause 75 of the Methodological Recommendations on the procedure for the formation of indicators of the organization's financial statements, approved by Order of the Ministry of Finance of Russia dated June 28, 2000 No. 60n, the costs associated with the write-off of fixed assets, including their residual value, included in other expenses :

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

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

Income in the form of tangible assets remaining after the write-off of fixed assets is reflected, respectively, in other income.

Debit 01 "Disposal of property, plant and equipment" Credit 01- the initial (replacement) cost of the object of fixed assets being written off is reflected;

Debit 02 Credit 01 "Disposal of property, plant and equipment"- the amount of accrued depreciation has been written off;

Debit 91-2 Credit 01 "Disposal of property, plant and equipment"- the residual value of the item of fixed assets was written off;

Debit 91-2 Credit 23 (25, 69, 70, other accounts)- written off the costs associated with the liquidation (write-off) of an item of fixed assets;

Debit 10 Credit 91-1- capitalized material assets remaining from the write-off of the object of fixed assets (at market value).

3.3 Interim liquidation balance sheet

After the creditors have been identified and the register of their claims has been formed, as well as the inventory and assessment of the property of the bankrupt organization has been carried out, the time comes to submit interim liquidation balance sheet.

The interim balance sheet is drawn up on the date of the opening of bankruptcy proceedings in order to reflect the property status of the enterprise before the start of the sale of its assets and the production of any expenses by the liquidation commission. At the same time, the interim balance sheet should reflect the results of consideration of creditors 'claims, therefore, it can be drawn up not earlier than the closure of the register of creditors' claims, i.e. not earlier than the expiration of the time period established by the liquidator for filing claims. During this period, an inventory and assessment of the debtor's property that was available at the time of bankruptcy is carried out.

When drawing up the interim liquidation balance sheet, it is necessary to comply with the requirements established by the Accounting Regulations "Financial Statements of the Organization" (PBU 4/99), approved by Order of the Ministry of Finance of Russia dated 06.07.1999 No. 43n.

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

A list of buildings and structures with an indication of the inventory number of the object, the name of the object and its location, the year of commissioning, actual wear and tear, 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, year of commissioning, actual wear and tear, residual value;

A list of objects of unfinished capital construction and uninstalled equipment with an indication of the name of the object and its location, year of construction start, actually completed volume, book value;

A list of long-term financial investments with an indication of long-term financial investments and the value of the balance sheet asset;

A list of intangible assets with an indication of intangible assets and the value of the balance sheet asset;

A list of stocks, costs, cash and other financial assets with an indication of production stocks, animals for growing and fattening, work in progress, deferred expenses, finished products, goods, VAT on purchased values, other stocks and costs, cash, settlements and other assets (including goods shipped); settlements with debtors for goods, works and services, on bills received, with subsidiaries, with the budget, with personnel, for other transactions, with other debtors; advances paid by suppliers and contractors; short-term financial investments; cash: cash desk, current accounts, foreign currency accounts;

The list of claims presented by creditors to a legal entity in liquidation with an indication of the name of the creditor (in order of priority), the amount of debt, decisions on satisfaction.

Let's give an example of drawing up an interim liquidation balance sheet. The liquidation decision was made on October 5. The liquidation was published on October 20. The interim liquidation balance sheet is drawn up on December 20.

In the balance sheet of a liquidated enterprise, there is most often a large loss and no profit, the current account is "zeroed" (located on the filing cabinet), there is practically no cash in the cash desk, there are no liquid assets (materials and goods), but there are non-current assets that they want to divide among themselves founders, receivables can not be received.

The work of an organization can be divided into two stages - before making a decision to liquidate and after making a decision. At the first stage, the organization carries out normal production activities: production costs are incurred; salary issued; taxes paid.

At the second stage, the following are distinguished: the cost of renting a hall for holding a meeting; the results of the inventory; the cost of publishing the liquidation; fixed costs of the organization; the salary of the members of the liquidation commission; adjustment of settlements after reconciliation with the budget and counterparties.

In this case, the opening balances are transferred from the debtor's balance sheet to the last reporting date or from the last balance sheet submitted to the tax authorities. In the interim liquidation balance sheet, there should be no division of receivables and liabilities into short-term and long-term, since from the moment of the opening of bankruptcy proceedings, the deadline for the fulfillment of all obligations is considered to have arrived, and the period of their circulation will always be less than 12 months (the period of bankruptcy proceedings, in the general case, cannot exceed one of the year).

Assets are reflected at cost, actual collection or disposal, which must be confirmed by an appraisal act or an independent appraiser's report. This is especially important if the inventory and valuation of assets indicate a significant decrease in their value in comparison with the book value. When valuing assets in order to compile an interim balance sheet, it is necessary to take into account the provisions of PBU 7/98, which make it possible to give the most objective picture of the property status of an enterprise. For example, if the sale of part of the assets showed that the calculation of the selling price was not justified, then it is necessary to revise the results of the assessment. Securities are reflected on a quoted basis.

The onset of events that make the collection of receivables doubtful (recognition of the debtor as bankrupt, the impossibility of collecting the debt in cash), allows you to show receivables taking into account the discount, which contributes to a real assessment of the impact of this event on the results of bankruptcy proceedings. Accounts receivable that are uncollectible are not included in the interim liquidation balance sheet. However, subsequently, the liquidation commission must take all possible measures to recover it (judicial and pre-trial procedure) before receiving an act from the bailiff - the executor about the impossibility of collection or the emergence of circumstances that make it impossible to bring a claim. It is necessary to organize an off-system accounting of debts to ensure the completeness of collection.

When compiling the interim liquidation balance sheet, accounts for accounting for additional capital, reserve capital, funds, reserves, retained earnings, the use of profits, income and deferred expenses, the reason for the appearance of which could not be established, as well as account 19 "Value added tax on acquired values ​​”. Written off are illiquid and impaired securities, overdue accounts receivable, taking into account the previously created reserves. The amounts of these write-offs, as practice shows, simply will not have a significant effect on the debit balance of account 99 "Profit and Loss". VAT accounted for on account 19 "Value added tax on acquired valuables" on capitalized but unpaid valuables is not subject to reimbursement from the budget due to the fact that payment of the received valuables cannot be made, as this will be an extraordinary satisfaction of creditors' claims ...

Although the interim liquidation balance sheet (as opposed to the liquidation balance sheet) is drawn up before the creditors' claims are satisfied, on the basis of clause 2 of article 63 of the Civil Code of the Russian Federation, the amount of debts presented and written off both before and after the expiration of the period established by the liquidation commission will be reflected in it. It is not necessary to reflect in the liquidation balance sheet the accounts payable that was fully repaid at the stage of drawing up the interim liquidation balance sheet at the expense of available funds (without the sale of property).

When the interim liquidation balance sheet is drawn up, it is approved by the founders (participants) of the organization. The liquidation balance sheet is coordinated with the body that registered the given legal entity.

To do this, a notification is submitted to the tax inspectorate about the preparation of an interim liquidation balance sheet of a legal entity with the attachment of the balance sheet itself (the notification form was approved by Decree of the Government of the Russian Federation No. 439).

3.4 Satisfaction of creditors' claims

After the interim liquidation balance sheet is approved and agreed with the registering authority, you can start paying off debts.

The liquidation commission appointed to carry out the liquidation of the organization is obliged to place in the press, which publishes data on the registration of legal entities, a message on the liquidation of the organization, the procedure and terms for filing claims by its creditors (clause 1 of article 63 of the Civil Code of the Russian Federation). The term for the presentation of claims by creditors may not be less than two months from the date of publication of the notice on the liquidation of the company.

Order of the Ministry of Taxes and Tax Collection of Russia dated 09.29.2004 No. SAE-3-09 / [email protected] a mass medium was established - the journal "State Registration Bulletin", in which information should be published in accordance with the legislation of the Russian Federation on state registration of legal entities.

Methodological recommendations have been developed on the publication of information on state registration in the journal "Bulletin of State Registration" and its use in state registration of legal entities (Letter of the Federal Tax Service of Russia dated July 13, 2005 No. ЧД-6-09 / [email protected]), which determine that confirmation of the posting of a message in the journal by a legal entity can be: the number of the journal with the published message, a copy of the message form with a mark of the journal's representative office about the receipt of the message, or notification of delivery of a registered letter when sending a package of documents for publication by mail, used by the federal postal service.

Information for placement in the journal "Bulletin of State Registration" is accepted from legal entities both on paper and electronic media with the attachment of a cover letter certified by the seal of the organization and the signature of the head. It can be sent either in person or by mail.

It should be noted that the Appendices to the Methodological Recommendations contain a form for an application for publication, a sample text of a message, and samples of payment documents. The document contains the contact numbers of the editorial board of the journal, methods of obtaining information about the representatives of the editorial board in the constituent entities of the Russian Federation, etc. In addition, information about the magazine is available on the Internet.

To publish information on liquidation, an organization must submit an application for publication of a message, including the full name of the legal entity; OGRN; INN / KPP; address (location) of a legal entity; information about the decision on liquidation (for public associations - the decision on the use of the remaining property): by whom and when it was made; the procedure and terms for filing creditors' claims (method of communication with the liquidation commission (address, telephone).

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

It should be noted that legal entities have the right to publish statutory messages in any publication other than the State Registration Bulletin, but publication in this journal is mandatory.

In addition, the liquidation commission takes measures to identify creditors and receive receivables, and also notifies each of the creditors in writing about 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 a branch of an organization, due to the fact that it is not the owner of the property transferred to it and acts under the power of attorney of the parent organization, creditors' claims can only be addressed to the property of the parent organization. Consequently, it is not necessary to notify the creditors of the branch about its liquidation.

Proof notifications of creditors of an organization are the mentioned written notifications of creditors and confirmation of the placement by the organization of a notice of liquidation, the procedure and deadline for filing claims of creditors in the journal "Bulletin of State Registration".

On the basis of Article 63 of the Civil Code of the Russian Federation, the period during which creditors can present their claims cannot be less than two months from the moment when the message was published that this legal entity is being liquidated.

In accordance with clause 4 of article 64 of the Civil Code of the Russian Federation, in the event the liquidation commission refuses to satisfy the creditor's claims or evades their consideration, the creditor has the right to apply to the court with a claim against the liquidation commission before the liquidation balance sheet of the legal entity is approved. By a court decision, the creditor's claims may be satisfied at the expense of the remaining property of the liquidated legal entity.

The lender can present his claims and after the expiration of the specified period ... But in this case, the claims will be satisfied at the expense of the property that remains after the debt has been repaid to other creditors who have applied on time.

In addition to the publication of the liquidation of the organization, the notification of counterparties can occur in any other way and is not directly related to the work of the accounting department. 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 inaccuracies in its accounting and change the amount owed to creditors and debtors. After drawing up the interim liquidation balance sheet, the change in the amount of accounts payable can only occur on the basis of a court decision.

When liquidating banks or other credit institutions that attract funds from citizens, first of all (clause 1 of article 64 of the Civil Code of the Russian Federation), the claims of citizens who are creditors of banks or other such credit institutions, as well as the requirements of an organization performing the functions of compulsory deposit insurance, are satisfied, in connection with the payment of compensation for deposits in accordance with the Law on Insurance of Citizens' Deposits in Banks.

Priority of Satisfaction of Creditors' Claims upon liquidation of a legal entity, Article 64 of the Civil Code of the Russian Federation is established, including:

First of all, the claims of citizens, to whom the liquidated legal entity is responsible for causing harm to life or health, are satisfied by capitalizing the corresponding time-based payments;

Secondly, settlements are made for the payment of severance benefits and wages with persons working under an employment contract, including under a contract, and for the payment of remuneration under copyright agreements;

Third, the claims of creditors for obligations secured by the pledge of the property of the liquidated legal entity are satisfied;

The fourth priority is to pay off the arrears of obligatory payments to the budget and extra-budgetary funds;

Fifthly, settlements are made with other creditors in accordance with the law.

The claims of each priority are satisfied after the full satisfaction of the requirements of the previous priority.

If the property of the legal entity to be liquidated is insufficient, it is distributed among the creditors of the corresponding queue in proportion to the amounts of claims subject to satisfaction, unless otherwise provided by law.

The debt to the creditors of the first four stages is repaid after the approval of the interim liquidation balance sheet, and to the creditors of the fifth stage - after a month from the date of its approval.

As a general rule, creditors' claims must be satisfied with the organization's funds.

In accordance with clause 3 of article 63 of the Civil Code of the Russian Federation, if the organization does not have enough funds to meet the creditors' claims, the liquidation commission must sell its property at a public auction.

The preparation, timing and procedure for holding tenders in the execution of court decisions are regulated by Art. 62 and 63 of the Federal Law of 21.07.1997 No. 119-FZ "On Enforcement Proceedings".

By virtue of Article 62 of the Federal Law of July 21, 1997 No. 119-FZ, real estate auctions are organized and conducted by specialized organizations that have the right to carry out transactions with real estate and with which an appropriate agreement has been concluded.

The liquidation commission submits an application for holding an auction, which is accompanied by all the necessary documents confirming the ownership of the liquidated organization to the real estate object.

The following types of property are not subject to sale:

a) leased property;

b) property that is the subject of a pledge;

c) property in custody;

d) personal property of employees.

If the structure of the property of the liquidated construction organization includes unfinished construction objects, then the organization needs to determine who has the ownership right to them: the customer or the contractor.

In the case of construction from the materials of the contractor, he is considered the owner of these materials, even if they have already been used in the work, that is, they have taken the form of a construction object. Ownership of such an object remains with the contractor until the object is transferred to the customer. In this case, the construction-in-progress object is included in the contractor's property and is registered as a real estate object, sold at auction, and the customer receives the right to claim the amounts paid to the contractor.

If the customer provided his own materials for construction, attracted other contractors and accepted certain stages of the work performed, then the customer has more reason to be considered the owner of the unfinished construction project. Therefore, when liquidating the organization, the commission transfers the unfinished object to the customer, and the contractor either does not make any demands on the customer (if he has already paid for the part of the work completed), or requires repayment of receivables.

The following priority is established for the sale of property:

a) first of all, property is sold that is not directly involved in production (securities, funds in deposit and other accounts of the debtor, currency values, cars, office design items, etc.);

b) in the second place, finished products (goods) are sold, as well as other material values ​​that are not directly involved in production and are not intended for direct participation in it;

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

The liquidation commission must decide on the priority of the sale of the organization's assets based on economic feasibility.

Property disposal operations are subject to all applicable taxes. The funds received are transferred to the organization's cash desk or to its current account; after that, the process of settlements with creditors continues.

If the property of the organization is not enough for a full settlement with creditors, the liquidation commission must apply to the arbitration court with an application for declaring the organization bankrupt.

The arbitration court decides to declare the liquidated organization bankrupt and opens bankruptcy proceedings; from that time on, creditors' claims will be satisfied in a special order provided for by the bankruptcy procedure.

3.5 Liquidation balance sheet. Settlements with founders

On the basis of clause 5 of article 63 of the Civil Code of the Russian Federation, after the completion of settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity. In the cases established by law, the liquidation balance sheet is approved in agreement with the authorized state body.

There are situations in which a liquidation balance sheet is required:

a) termination of the functioning (activity) of the organization as a subject of civil legal relations.

b) liquidation of a legal entity by decision of its founders (participants) or a body authorized by the constituent documents, or a court 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).

The balance sheet compiled in each of these situations, in comparison with the operating balance sheet, has following features :

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

2. The balance sheet should not contain balances on regulatory (02, 05, 13, 16, 42, 82) and budgetary distribution (31, 89) accounting accounts due to the limited period of existence of the enterprise.

3. Items of the asset of the liquidation balance sheet are assessed in ways different from those established in Article 11 of the Federal Law "On Accounting", since in the process of liquidation the value of the property (market, liquidation, etc.) is determined, which will allow users of statements - participants of the enterprise , business partners, creditors - to calculate with maximum accuracy the most probable financial result due to the termination of the organization.

According to the liquidation balance sheet, one can judge the property, which should be transferred to the founders (participants) who have real rights to it. If we proceed from the economic essence of liquidation, then this is an absolute cessation of activity, which entails the simultaneous closure of all assets and liabilities of the balance sheet using the double entry method using only those accounting accounts that correspond to the items of the liquidation balance sheet.

In the asset of the liquidation balance sheet, the balances can be on any lines, if the sale of property is not made or is made partially. If all the property of the company is sold, then the balances will only be on the "Cash" line (accounts 50 "Cashier" and 51 "Settlement accounts").

There will be no balances in the liabilities of the balance sheet under the section "Long-term liabilities", and in the section "Short-term liabilities" there may be balances in the following lines: "Debt to participants (founders) for payment of income", "Deferred income" and "Provisions for future expenses". The distribution of the property of the liquidated organization between the founders (participants) is carried out last. In this case, the amount of the balance sheet of the liability minus the remainder of the line "Debt to participants (founders) for the payment of income" should be distributed among all founders (participants) in proportion to their share in the authorized capital or according to another method provided for by the charter or by the decision of the general meeting of participants. After that, in the liabilities of the balance sheet, the entire amount accounted for on account 75 will be reflected on the page "Debt to participants (founders) for the payment of income." This amount must correspond to the value of the company's assets to be distributed.

The following entries must be made in accounting:

Debit 80, 82, 83, 84, 98, 99, Credit 75, subaccount "Calculations for the payment of income"- for the amount of the value of the property owed to the shareholder. If the balances on other accounts were previously transferred to account 80, then only the entry is used: Debit 80, Credit 75. In this case, the concentration of funds in the authorized capital is purely technical in nature. There is no increase in the authorized capital and its registration in accordance with the established procedure, but only the funds to be distributed among the founders (participants) of the company are summed up on one account,

Debit 75, subaccount "Calculations for the payment of income", Credit 51 (50)- for the amount of money paid to the shareholder,

Debit 75, subaccount "Calculations for the payment of income", Credit 01- for the amount of the value of the property, if the participants decided to distribute the property instead of selling it.

Settlements with founders. After drawing up the liquidation balance sheet, the property that remains with the organization after all settlements with creditors is subject to distribution among its founders.

But first, you need to determine the total amount of capital that will be distributed.

To do this, you need to calculate the size of net assets and compare them with the authorized capital. If the authorized capital is less than net assets, then the “conditional authorized” capital is brought to the amount of net assets at the expense of the value of the remaining property.

The property that remains with the organization after settlements with creditors is subject to distribution among the participants in proportion to their share in the authorized capital of the organization.

If, according to the liquidation balance sheet, the organization still has profit, then this operation is reflected by the following entry:

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 credited to the authorized capital.

If, according to the liquidation balance sheet, the organization has a loss, then it is subject to repayment at the expense of the authorized capital, while the undistributed loss of previous years is transferred to the losses of the reporting year.

Reflection of transactions in accounting:

Debit 84, subaccount "Unallocated loss of the reporting year", Credit 84, subaccount "Uncovered loss of previous years"- uncovered loss of previous years is transferred to the loss of the reporting year;

Debit 80 Credit 84, subaccount "Uncovered loss of the reporting year"- the authorized capital is reduced by the uncovered loss of the reporting year.

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

The accrual of amounts that are payable to the founders of a legal entity is reflected in the following entry:

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

The distribution of property between the founders is carried out on the basis of an act, which must indicate to whom and what has been transferred.

The act must be signed by all members of the organization, the payment of shares to the participants in the organization is made out in the accounting by a corresponding entry:

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

Example... LLC "Sviyaga" is liquidated by the decision of the founders. After satisfying the creditors' claims, Sviyaga LLC remained: office equipment with a residual value of 100,000 rubles. (initial cost 120,000 rubles, depreciation 20,000 rubles) and cash in the amount of 21,000 rubles. Let's assume that the book (residual) value of the 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;

contribution of the 2nd participant - 20,000 rubles;

contribution of the 3rd participant - 10,000 rubles.

All participants are individuals.

The net profit of LLC Sviyaga, reflected in the liquidation balance sheet, is 71,000 rubles.

The liquidation balance sheet of Sviyaga LLC is as follows:

Office equipment is distributed among the three founders - individuals of the company in proportion to their contributions to the authorized capital.

The disposal of fixed assets in accounting is reflected by the entries:

Debit account 01 subaccount "Fixed asset disposal" Credit account. 01 - 120,000 rubles.

Debit account 02 Credit account 01 subaccount "Fixed asset disposal" - 20,000 rubles.

Debit account 91 Credit account 01 subaccount "Fixed asset disposal" - 100,000 rubles (40,000 + 40,000 + 20,000).

The transfer of property (excluding cash) in excess of the initial payment is subject to VAT. The property is transferred at its residual value.

Initial contributions of participants - 50,000 rubles, the cost of the transferred property in excess of the initial payment:

100,000 - 50,000 = 50,000 rubles.

The amount of VAT charged upon transfer: 50,000 rubles. x 18% = 9000 rubles.

Consequently, the value of the transferred property, including VAT, will be: 100,000 + 9,000 = 109,000 rubles.

The distribution of the property of the liquidated company between its participants with the subsequent cancellation of the shares of the participants is advisable to be reflected in the accounting using the account. 81 "Own shares (stakes)":

Debit account 81 Credit account 91.1 - 109,000 rubles. - the transfer of office equipment is reflected at a price including VAT

Debit account 91.2 Credit account 68.2 - 9000 rubles. - VAT charged.

In accordance with paragraphs. 2 p. 3 art. 170 of the Tax Code of the Russian Federation on the part of the cost of fixed assets transferred to the participants within the limits of their initial contribution, VAT is restored to be paid to the budget - 9,000 rubles. (50,000 x 18%).

Debit account 19 Credit account 68.2 - 9000 rubles. - VAT has been restored.

Debit account 91.2 Credit account 19 - 9000 rubles. - the recovered VAT is included in expenses.

Despite the fact that the Instruction to the Chart of Accounts provides for the closure of the account. 91 and count. 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 account 99 Credit account 91.9 - 9000 rubles.

Debit account 84 Credit account 99 - 9000 rub. - the loss incurred during the transfer of property has been written off.

Thus, the account balance. 84 was: 71,000 - 9,000 = 62,000 rubles. The total cost of the organization's own funds to be distributed amounted to: 50,000 + 62,000 = 112,000 rubles, including 50,000 rubles. - within the limits of the initial contributions of the participants.

3.6 Procedure for payment and calculation of taxes during the liquidation of an enterprise

Procedure for submitting declarations... One of the gaps in the Tax Code of the Russian Federation is the lack of information on reporting during the liquidation or reorganization of the company. Therefore, in this case, the accountant faces the problem of when and for what period to submit declarations. The matter is complicated by the fact that officials on this issue will not come to a common opinion. The procedure for submitting tax returns during the reorganization and liquidation of an enterprise is shown in the diagram (it does not specify which declaration is meant: the rules are the same for all taxes).

The procedure for submitting tax reports during the liquidation and reorganization of a company.

In case of compulsory liquidation, if the company did not submit reports within 12 months and did not carry out any operations on any bank account for this period, then the tax authorities independently exclude the organization from the Unified State Register of Legal Entities. On the one hand, it is very convenient: there is no need to submit reports or engage in the tedious procedure of voluntary liquidation. On the other hand, there is a possibility that tax authorities will apply penalties for non-submitted reporting.

In addition, the decision of the inspectorate to exclude the company from the register must be published. Within three months from the date of publication, the owners of the organization, creditors or other interested parties can submit an application to the tax authorities. In this case, the decision to exclude the company from the register will not be made. But it will be possible to apply other liquidation procedures, such as bankruptcy. Accordingly, the owners of the organization will have to decide what to do next with this company and how to deal with the reporting. After all, the number of reporting periods for which reports will not be submitted will increase. The amount of the fine will also increase. Therefore, before leaving the company, it is necessary to consider all further risks and possible penalties.

The method of voluntary liquidation will require more labor from the company than in the case of a forced liquidation. But on the other hand, there is confidence to avoid fines and close the company in a legal way.

When a company is liquidated, the last tax period for it will be the period from the beginning of the year to the day the liquidation process is completed and the entry is deleted from the Unified State Register of Legal Entities (Article 55 of the Tax Code of the Russian Federation). With regard to those taxes for which the tax period is a month or a quarter, the last tax period is determined by agreement with the tax office.

According to the Code, tax returns must be submitted after the end of the tax period. However, the liquidated organization will then no longer exist, and there will be no one to hand over the papers. When, in this case, should the declarations be submitted?

There are two opinions on this matter. The first is that the last declarations must be submitted at the moment when the notice of liquidation is filed. Moreover, declarations are filled out for the entire tax period, regardless of when it ends. And the second opinion is that the last time it is necessary to report on the date of drawing up the liquidation balance sheet.

In general should proceed as follows ... If the liquidation is expected in the current tax period and no calculations affecting taxes are foreseen, it is better to submit the declarations together with the notification. And all possible changes in the calculated taxes for this period will be reflected already in the "revisions".

If you draw up the liquidation balance sheet in the next period, then submit the declarations for the current year at the end of the year in accordance with the general procedure. Then, when submitting the liquidation balance sheet, you will need to submit declarations for the tax period.

Tax inspections... One of the stages of liquidation of an organization is an on-site tax audit, which is carried out on the basis of the decision of the head of tax authorities or his deputy, which indicates the reason for the implementation of the control measure (liquidation of the taxpayer). According to Art. 89 of the Tax Code of the Russian Federation, tax inspectors are not entitled to conduct two field audits for the same taxes within one calendar year, but this restriction does not apply to audits of organizations that cease their activities. An on-site audit cannot last more than two months, but more often than not, tax inspectors who inspect a liquidated organization do not meet such deadlines.

On the basis of acts of reconciliation with tax authorities and acts of documentary verification of settlements, the amount of the organization's debt is determined. The liquidation commission is obliged to submit to the tax authority declarations for each of the taxes payable to the budget until the organization is liquidated. In case of failure to fulfill the obligation to pay taxes within the time limits established by the legislation on taxes and fees, in accordance with Art. 75 of the Tax Code of the Russian Federation, the taxpayer is obliged to pay a penalty in the amount of arrears.

If the organization has sold any assets, then it has an obligation to pay taxes (income tax, VAT). If, before the sale of assets, the organization had no debts to the budget and had already begun to settle accounts with its counterparties, then after the sale of assets, the obligation to pay taxes reappears. Clause 1 of Art. 49 of the Tax Code of the Russian Federation established that the obligation to pay taxes and fees (penalties, fines) of the liquidated organization is fulfilled by the liquidation commission at the expense of the organization's funds, including those received from the sale of its property. If the funds of the liquidated organization, including those received from the sale of its property, are not enough to fulfill the obligation to pay taxes and fees, due penalties and fines, then the remaining debt must be repaid by the founders (participants) of the specified organization within the limits and in the manner established by the legislation of the Russian Federation. Federation (clause 2 of article 49 of the Tax Code of the Russian Federation). At the same time, the order of fulfillment of obligations to pay taxes and fees during the liquidation of an organization is determined by the civil legislation of the Russian Federation (clause 3 of article 49 of the Tax Code of the Russian Federation).

If the organization being liquidated has the amounts of taxes or fees and (or) penalties, fines paid in excess by this organization, then these amounts are to be offset against the debt of the liquidated organization for taxes, fees (penalties, fines) 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 (clause 4 of article 49 of the Tax Code of the Russian Federation). The amount of overpaid taxes and fees (penalties, fines) eligible for offset is distributed among budgets and (or) extra-budgetary funds in proportion to the total amounts of arrears in taxes and fees (fines, fines) to the respective budgets and (or) extra-budgetary funds. If the liquidated organization has no debt to fulfill the obligation to pay taxes and fees, as well as to pay penalties and fines, the amount of taxes and fees (penalties, fines) paid by this organization in excess shall be refunded to this organization no later than one month from the date of filing the application of the taxpayer-organization ...

If the liquidated organization has amounts of excessively collected taxes or fees, as well as penalties and fines, then these amounts are subject to refund to the taxpayer-organization 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.

Personal income tax. As a result of the organization's activities, the size of its authorized capital may increase or decrease. Thus, if, as a result of an increase in the authorized capital of an organization, a participant upon liquidation receives, according to his share of the property, more than he contributed when the organization was formed, then the difference between the property received upon exit and the initial contribution will be considered a taxable object. personal income tax... Payments in cash or in kind upon liquidation of an organization to its participant, which do not exceed the contribution of this participant to the authorized (pooled) capital of the organization, are not recognized as income (Article 43 of the Tax Code of the Russian Federation).

In accordance with clause 5, clause 1 of Art. 208 of the Tax Code of the Russian Federation, incomes subject to personal income tax from sources in the Russian Federation include, among other things, income from the sale in the Russian Federation of participatory interests in the authorized (pooled) capital of organizations. In the event of the liquidation of the company, the paid shares of the individual participant are its income. A tax agent is a liquidated organization represented by its executive body. By virtue of Art. 226 of the Tax Code of the Russian Federation, the organization is obliged to calculate, withhold from the taxpayer and pay the amount of personal income tax.

A tax agent who is unable to withhold the calculated amount of tax from the taxpayer must, within one month from the moment the relevant circumstances arise, notify the tax authority at the place of his registration in writing about the impossibility of withholding personal income tax and the amount of the taxpayer's debt. Individuals, from whose income, upon receipt, personal income tax was not withheld by tax agents, calculate and pay personal income tax based on the amount of such income independently by filing a tax return with the tax authority at the place of residence (clause 4, clause 1 of article 228 of the Tax Code of the Russian Federation). The specified income in accordance with paragraph 1 of Art. 224 of the Tax Code of the Russian Federation are taxed at a tax rate of 13%.

When distributing the profit remaining after taxation of the organization, any income received by its participant in proportion to the participant's shares in the authorized (pooled) capital of this organization is recognized as a dividend on the basis of clause 1 of Art. 43 of the Tax Code of the Russian Federation. Dividends also include any income received from sources outside the Russian Federation, related to dividends in accordance with the laws of foreign states.

From January 1, 2005, the tax rate in respect of income from equity participation in the activities of an organization received by individuals who are tax residents of the Russian Federation, in the form of dividends, is set at 9% (clause 4 of article 224 of the Tax Code of the Russian Federation). The Russian organization, which is the source of the taxpayer's income received in the form of dividends, is recognized as a tax agent, and in this case the tax amount is determined separately for each taxpayer in relation to each payment of the said income at the rate of 9%.

Income tax. For the purpose of calculating income tax, it is necessary to be guided by Chapter 25 of the Tax Code of the Russian Federation. According to subparagraph 8 of clause 1 of article 265 of the Tax Code of the Russian Federation, as part of non-operating expenses that reduce the tax base for income tax, expenses for the liquidation of fixed assets decommissioned from operation are taken into account, including the amount of depreciation undervalued in accordance with the established useful life, as well as expenses for the elimination of construction in progress and other property, the installation of which has not been completed (costs of dismantling, dismantling, removal of dismantled property), the protection of subsoil and other similar work. In this case, it is necessary to take into account the requirement of Article 252 of the Tax Code of the Russian Federation: expenses must be economically justified and documented.

On the basis of clause 13 of article 250 of the Tax Code of the Russian Federation, income in the form of the cost of materials or other property received during dismantling or disassembly during the liquidation of fixed assets being decommissioned should be taken into account as part of non-operating income. The exception is the income specified in clause 18 of article 251 of the Tax Code of the Russian Federation, namely, income in the form of the cost of materials and other property that is obtained during dismantling, dismantling during the liquidation of decommissioned facilities destroyed in accordance with article 5 of the Convention on the Prohibition of Development , production, stockpiling and use of chemical weapons and on their destruction and from Part 5 of the Verification Annex to the Convention on the Prohibition of the Development, Production, Stockpiling and Use of Chemical Weapons and on Their Destruction. These incomes are not recognized for tax purposes.

The date of recognition of income in the form of the value of material assets received is determined depending on the method for determining income and expenses.

With the accrual method, such income is recognized on the date of drawing up the act of liquidation of the depreciable property, drawn up in accordance with the accounting requirements (clause 8, clause 4 of article 271 of the Tax Code of the Russian Federation).

With the cash method, such income is recognized at the time of capitalization of the property (clause 2 of article 273 of the Tax Code of the Russian Federation).

There are some peculiarities in the taxation of income tax in the case when the founder of the company is a foreign organization that does not operate through a permanent establishment in the Russian Federation and receives income from sources in the Russian Federation. Income received as a result of distribution in favor of foreign organizations of profits or property of organizations, other persons or their associations, including during their liquidation (taking into account the provisions of clauses 1 and 2 of Article 43 of the Tax Code of the Russian Federation, establishing the concept of dividends and interest) , according to Art. 309 of the Tax Code of the Russian Federation, refer to income of a foreign organization from sources in the Russian Federation and are subject to withholding tax.

VAT. For calculation purposes value added tax it is necessary to be guided by Chapter 21 of the Tax Code of the Russian Federation. The main question arising from the disposal of under-depreciated fixed assets: is it necessary to recover VAT on the residual value of the retired fixed assets?

The position of the tax authorities is as follows: the amount of tax paid when purchasing fixed assets and accepting them for accounting, by which the VAT payable to the budget has been reduced, should be restored in terms of VAT, which falls on the residual value of the object, not written off to production and circulation costs through depreciation.

However, the Tax Code of the Russian Federation does not stipulate that upon disposal of fixed assets before they are fully depreciated, the taxpayer must return to the budget the value added tax attributable to the residual value of fixed assets. Thus, the retirement of fixed assets before they are fully depreciated does not entail the taxpayer's obligation to return to the budget the value added tax attributable to the residual value of the retired fixed assets.

When calculating value added tax, it is also necessary to take into account that, in accordance with clause 2 of clause 1 of article 146 of the Tax Code of the Russian Federation, the transfer of goods (performance of work, provision of services) on the territory of the Russian Federation for their own needs, the costs of which are not accepted for deduction (including including through depreciation deductions) when calculating the tax on profit of organizations, is recognized as an object of VAT.

Example. The organization disposes of equipment due to its complete moral and physical deterioration. The initial cost of the equipment is 30,000 rubles, the amount of accrued depreciation is 26,000 rubles. The costs of eliminating (dismantling) the equipment amounted to: wages and UST of workers involved in disassembling the equipment - 1000 rubles, general production costs - 500 rubles. The cost of parts and assemblies received from liquidation is 2,000 rubles.

In accounting, the write-off of an item of fixed assets is reflected by the following entries:

Debit 01 "Disposal of fixed assets" Credit 01 - 30,000 rubles. - the initial cost of the equipment being written off is reflected;

Debit 02 Credit 01 "Disposal of fixed assets" - 26,000 rubles. - the amount of accrued depreciation has been written off;

Debit 91-2 Credit 01 "Disposal of fixed assets" - 4000 rubles. - the residual value of the equipment was written off;

Debit 91-2 Credit 69, 70 - 1000 rubles. - written off the costs of wages and UST of workers involved in the dismantling of equipment associated with the liquidation (write-off) of the object of fixed assets;

Debit 91-2 Credit 25 - 500 rubles. - written off general production costs associated with the disposal of equipment;

Debit 10 Credit 91-1 - 2000 rubles. - capitalized material assets remaining from the write-off of the object of fixed assets (at market value).

Debit 99 Credit 91-9 - 3500 rubles. - for the amount of loss from the liquidation of equipment.

For tax accounting purposes:

the amount of other expenses will be: 4000 + 1000 + 500 = 5500 rubles.

the amount of other income - 2,000 rubles.

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

If the funds of the liquidated organization, including those received from the sale of its property, are not enough to fulfill the obligation to pay taxes and fees, due penalties and fines, the remaining debt must be repaid by the founders (participants) of the above organization within the limits and in the manner established by the legislation of the Russian Federation (Clause 2 of Article 49 of the Tax Code of the Russian Federation).

At the same time, the priority of fulfilling obligations to pay taxes and fees upon liquidation of an organization among settlements with other creditors of such an organization is determined by the civil legislation of the Russian Federation (clause 3 of article 49 of the Tax Code of the Russian Federation).

The procedure for paying off the tax debt of a liquidated organization is established by clause 4 of article 49 of the Tax Code of the Russian Federation.

According to paragraph 1 of clause 4 of Article 49 of the Tax Code of the Russian Federation, if the liquidated organization has amounts of taxes and fees and (or) penalties, fines paid by this organization in excess, then the above amounts are to be offset against the debt of the liquidated organization for taxes, fees (fines, fines) by the tax authority in the manner prescribed by Chapter 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 paragraphs 2 and 3 of paragraph 4 of Article 49 of the Tax Code of the Russian Federation, it follows that the amount of overpaid tax is distributed among budgets and extra-budgetary funds in proportion to the total amounts of debt on other taxes of the liquidated organization to the corresponding budgets and extra-budgetary funds. If the liquidated organization has no debt on the fulfillment of the obligation to pay taxes and fees, as well as on the payment of penalties and fines, the amount of taxes and fees (penalties, fines) paid by this organization in excess shall be refunded to this organization no later than one month from the date of submission of the taxpayer's application - organizations.

Clause 5 of Article 78 of the Tax Code of the Russian Federation provides that the tax authorities have the right to independently offset the amounts of overpaid tax if there is an arrears on other taxes.

3.7 Liquidation of branches

The branch is not a legal entity, therefore, the parent organization is responsible for its obligations. Therefore, the requirements of the Civil Code of the Russian Federation for liquidated legal entities do not apply during the liquidation of a branch.

In the event of liquidation of a legal entity, in accordance with the provisions of the Civil Code of the Russian Federation, the creditors of the organization must be notified. But, since the branch is not the owner of the property transferred to it and acts under the power of attorney of the parent organization, creditors' claims can only be addressed to the property of the parent organization. Consequently, it is not necessary to notify the creditors of the branch about its liquidation.

The procedure for the liquidation of a branch is similar to the liquidation of a legal entity. , but first, it is required to make changes to the constituent documents of the main organization, in which this branch is absent. Further, the organization is removed from the register with the IFTS at the location of the branch, coordinates the interim and liquidation balance sheet, and closes the current account. It is removed from the register in off-budget funds, the seal is destroyed, the documents are transferred to the archive. After receiving notification of deregistration with the Federal Tax Service Inspectorate at the location of the branch, it makes changes to the tax reporting of the main company.

The liquidation of a branch is carried out by a liquidation commission appointed by the organization, and in cases of termination of the branch's activities by a court or arbitration court - by a liquidation commission appointed by these bodies.

When a branch is liquidated, the dismissed employees are guaranteed the observance of their rights and interests in accordance with the law. When releasing employees in connection with the liquidation of a branch, they are guaranteed the observance of their legal rights and interests, including the right to benefits and compensation.

The property of the liquidated branch, after settlements for the remuneration of its employees and the fulfillment of obligations to the budget, credit institutions and creditors, is distributed in accordance with the decision of the members of the meeting of shareholders of the main organization. When a branch is liquidated, the property and finances of the branch remaining after the main organization has settled with the budget and creditors are returned to it.

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

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

If the branch has a separate balance, then the parent organization reflects settlements with it on account 79 "Intra-business settlements", to which sub-accounts can be opened: 79-1 "Settlements for allocated property" and 79-2 "Settlements for current transactions".

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

If the branch does not have a separate balance sheet, then the operations that it carries out are reflected in separate sub-accounts of the accounts for accounting for production costs (20 "Main production", 23 "Auxiliary production" or 29 "Service production and economy").

The liquidation of a branch is legally reflected in the constituent documents. Changes are made to the accounting policy of the organization.

In the course of its activities, the branch purchases materials, raw materials, fuel necessary for production, uses the work and services of other organizations, i.e. conducts settlements with suppliers and contractors. After the liquidation of the branch, the debt on payment for material and production values ​​(work, services) goes to the parent organization. However, before this happens, it is advisable for the parent organization, as far as possible, to settle accounts with creditors at the expense of funds in the current account, special accounts in banks and at the branch's cash desk.

Example... As of the date of the decision to liquidate the branch, its balance sheet contains debit balances on accounts: 50 Cashier - 5,000 rubles, 51 "Current account" - 35,000 rubles, 55 "Special accounts in banks" - 3,000 rubles.

There are also credit balances on accounts 60 "Settlements with suppliers and contractors" - 25,000 rubles., 68 "Payments for taxes and fees" - 7,000 rubles. 70 "Payments with staff on remuneration" - 15,000 rubles.

Thus, the branch has funds in the amount of 43,000 rubles. (5000 + 35000 + 3000).

The branch also has accounts payable in the amount of RUB 47,000. (25,000 + 7000 + 15,000).

The branch funds are not enough to pay off accounts payable. Therefore, first of all, it is best to make the necessary payments to the budget and settle accounts with the dismissed employees.

Funds stored in special accounts with banks, if it is impossible to use them, must be returned to the current account.

Reflection of transactions in the accounting of the branch:

Debit 51, Credit 55 - 3000 rubles. - funds on special accounts with the bank are credited to the bank account of the branch;

Debit 50, Credit 51 - 10,000 rubles. - received cash for settlements with dismissed employees;

Debit 70, Credit 50 - 15,000 rubles. - the settlement was made with the dismissed employees;

Debit 68, Credit 51 - 7000 rubles. - tax arrears to the budget have been repaid;

Debit 60, Credit 51 - 21,000 rubles. - made partial settlements with suppliers and contractors.

The branch is unable to fully repay the accounts payable (there is still a debt to suppliers and contractors in the amount of 4000 rubles). The parent organization may notify the creditors from which account the final settlements will be made with them.

After notifying the body that carries out state registration of legal entities, the branch officially ceases to exist. When the branch presents the balance sheet, the data on its lines are added with the balance sheet data of the parent organization, and the balance on account 79 will be zero.

When creating a branch, the transfer object is most often inventories, fixed assets and other assets used in the implementation of production or trading activities.

In the course of the branch's activity, the value of assets changes: fixed assets and intangible assets are amortized; materials, raw materials, fuel and other material values ​​are consumed for production and non-production purposes. When the branch completes the calculations, the balance on the subaccount "Settlements on transferred property" of account 79 in the parent organization will correspond to the balance on the same subaccount in the branch, and the value of the returned property will be different.

Example... When the branch was created, the parent organization transferred it fixed assets (initial cost - 15,000 rubles, depreciation amount - 3,000 rubles) and materials (in the amount of 5,000 rubles).

In the accounting of the parties, these transactions are reflected as follows.

In the account of the parent organization:

Debit 79-1, Credit 01 - 15,000 rubles. - the initial cost of fixed assets transferred to the branch was written off;

Debit 02, Credit 79-1 - 3000 rubles. - the amount of accrued depreciation on the transferred fixed assets was written off;

Debit 79-1, Credit 10 - 5000 rubles. - the cost of materials has been written off.

In the account of the branch:

Debit 01, Credit 79-1 - 15,000 rubles. - capitalized assets received from the parent organization;

Debit 79-1, Credit 02 - 3000 rubles. - the amount of accrued depreciation on the received fixed assets is reflected;

Debit 10, Credit 79-1 - 5000 rubles. - materials are capitalized.

Note that the transfer of property to a branch is not a sale of this property, because the ownership of this remains with the parent organization.

In the course of its activity, the branch accrued depreciation on fixed assets in the amount of 2,000 rubles. The materials previously received from the parent organization have been completely used up. At the same time, there are finished products in the warehouses of the branch in the amount of 7,000 rubles.

When returning the property, the following entries were made in the accounting of the parties.

In the account of the branch:

Debit 79-1, Credit 01 - 15,000 rubles. - written off the initial cost of fixed assets;

Debit 02, Credit 79-1 - 5000 rubles. (3000 + 2000) - the amount of accrued depreciation has been written off;

Debit 79-1, Credit 40 - 7000 rubles. - finished products have been transferred.

In the account of the parent organization:

Debit 01, Credit 79-1 - 15,000 rubles. - reflects the initial cost of fixed assets received from the branch;

Debit 79-1, Credit 02 - 5000 rubles. - reflected the amount of accrued depreciation on fixed assets received from the branch;

Debit 40, Credit 79-1 - 7000 rubles. - reflects the cost of finished products.

As a result, the balance on account 79 is zero.

For the branch, the balance on account 79 is a value that consists of the value of the property originally transferred to the branch, assets produced or formed during its activity, minus the sources of formation of these assets - accounts payable and profit. Consequently, when liquidating a branch, it is necessary not only to ensure the return of property, the value of which corresponds to the debit balance on account 79 of the parent organization, but also to decipher the debit and credit balances on this account.

LLC (private security company) is liquidated by the decision of the participants. The organization has no debts to creditors. The participants are individuals. Taxation system - STS. The MPZ included uniforms, furniture, household appliances, office equipment and radio stations. There are no special means or weapons. The cost of the listed property is less than 40,000 rubles. for a unit. How to write off the specified property from the balance sheet during the liquidation of the organization?

According to paragraph 1 of Art. 61 of the Civil Code of the Russian Federation, the liquidation of a legal entity entails its termination without the transfer of rights and obligations by way of succession to other persons, with the exception of cases provided for by federal law.

Article 62 of the Civil Code of the Russian Federation establishes the obligations of the person who made the decision to liquidate the legal entity. One of these responsibilities is the appointment by the founders (participants) of a legal entity or the body that made a decision on the liquidation of a legal entity, a liquidation commission (liquidator) and establishing the procedure and deadlines for liquidation in accordance with the Civil Code of the Russian Federation and other laws (Clause 2, Article 62 of the Civil Code of the Russian Federation ).

The liquidation commission publishes in the press, which publishes data on the state registration of a legal entity, a publication on its liquidation and on the procedure and deadline for filing claims by 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 receive receivables, and also notifies creditors in writing about the liquidation of a legal entity (clause 1 of article 63 of the Civil Code of the Russian Federation).

After the expiration of the term for the presentation of claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information about the composition of the property of the legal entity being liquidated, the list of claims made by creditors, as well as the results of their consideration (clause 2 of article 63 of the Civil Code of the Russian Federation).

From clause 2 of Art. 63 of the Civil Code of the Russian Federation and pp. 12 p. 2 art. 33 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" (hereinafter referred to as Law N 14-FZ), it follows that the interim liquidation balance sheet is approved by the general meeting of participants (or the only participant) of the LLC.

In the situation under consideration, the liquidated organization has no outstanding accounts payable, therefore the liquidation commission draws up a liquidation balance sheet, which is approved by the general meeting of participants (the only participant) of the LLC (clause 5 of article 63 of the Civil Code of the Russian Federation, clause 12 of clause 2 of article 33 of Law N 14 -FZ).

On its basis, a decision is made on the distribution of the remaining property of the LLC between its participants.

By virtue of paragraph 1 of Art. 58 of Law N 14-FZ, the property of the company in liquidation is distributed by the liquidation commission among the participants of the company in the following order:

1. first of all, the payment to the participants of the company of the distributed but unpaid part of the profit is carried out;
2. in the second place, the distribution of the property of the company in liquidation among the participants in the company is carried out in proportion to their shares in the charter capital of the company.

At the same time, if the property available to the LLC is insufficient to pay the distributed, but unpaid part of the profit, the property is distributed among its participants in proportion to their shares in the authorized capital of the LLC (paragraph 2, clause 2 of article 58 of Law N 14-FZ).

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

Accordingly, if the accounting policy of the organization establishes a limit on the value of assets in an amount not exceeding 40,000 rubles per unit, such assets can be accounted for as part of inventories. The organization, in the event of a release from the warehouse of these funds for the use of employees (uniforms, radio stations) or for operation (furniture, household appliances), must ensure the safety and organize proper control over the movement of such objects in production or during operation (clause 5 of PBU 6/01 "Accounting for fixed assets"). However, in the situation under consideration, it is not determined where exactly at the time of the decision by the participants of the company to liquidate the organization the indicated "low-value" material assets are located: in use or in a warehouse.

So, if the specified property is in the warehouse, the organization should take measures for its possible implementation.

Property transferred for use (tools, special clothing, radio stations, devices for charging them) or for production (inventory and other non-depreciable property), recorded initially on account 10 "Materials" based on the actual costs of its acquisition, excluding VAT and other reimbursable taxes (except for cases provided for by the legislation of the Russian Federation) (clauses 5 and 6 of PBU 5/01 "Accounting for inventories"), is reflected in the debit of cost accounting accounts (20, 23, 25, 26, 44) in correspondence with the credit of account 10 "Materials" (clauses 5, 7, 8 PBU 10/99, Instructions for the use of the Chart of accounts). At the same time, the organization independently determines the method of writing off their value (clause 16 of PBU 5/01, clause 73 of the Methodological Guidelines for the Accounting of Inventories, approved by order of the Ministry of Finance of Russia dated December 28, 2001 N 119n).

In order to ensure the safety of "low-value" property, the accounting policy of the organization should establish the procedure for accounting for such objects after their commissioning. For example, quantitative accounting may be envisaged with the reflection of property on an off-balance sheet account or with the use of material accounting cards.

Based on the foregoing, if the organization maintains an off-balance sheet accounting for "low-value" fixed assets, we believe that it is advisable to make an inventory of the inventories recorded on the off-balance sheet accounts. The property identified by the results of the inventory, in our opinion, can be reflected in a separate section of the liquidation balance sheet.

Accounting legislation does not provide for the procedure for the distribution of "low-value" property recorded on off-balance sheet accounts among the members of the company in the event of its liquidation. Therefore, the participants in the company can agree on such a distribution procedure independently (by registering the transfer of property from the company to the participant by an act of transfer).

Recall that the Methodological Guidelines for the Inventory of Property and Financial Liabilities were approved by order of the Ministry of Finance of Russia dated June 13, 1995 N 49 (hereinafter referred to as the Guidelines).

One of the mandatory cases of conducting an inventory is the liquidation of an organization before drawing up a liquidation balance sheet (clause 1.5 of the Instructions).

Thus, based on the inventory data and the liquidation balance sheet in accounting, the distribution of property worth less than 40,000 rubles between the participants of the LLC is reflected by the following entries:

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

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

Credit 012 "Low-value property transferred for operation"
- the property was received by the members of the LLC.

It should be noted that if the accounting policy of the organization does not provide for accounting for "low-value" fixed assets after they are put into operation (write-off into production), i.e. there is no monetary value for such fixed assets, the above write-off method is not applicable. In such a situation, in our opinion, the LLC participants must independently decide on the procedure for distributing the remaining inventories.

In the event that the organization decides to sell the remaining property and distribute funds among the participants, the transactions will be as follows:

Debit 62 Credit 91-1 "Other income"
- reflects the buyer's debt for the sold property at the value specified in the contract;

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

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

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

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

The texts of the documents mentioned in the experts' response can be found in

For various reasons, the existing LLC is closed, the property of the company is liquidated. At the same time, a new LLC is created, continuing its economic activities. The task was set for the accountant: to resolve the issue with the balances of goods, other property or equipment. At the same time, you need to comply with the legality of the transaction, not to pay repeated taxes and correctly reflect the operations in 1C: Accounting.

Consider two options for solving the problem.

The first option is a contribution to the authorized capital

Choosing the contribution of goods and materials to the UK, you need to start by determining the cost of the operation. For goods and materials accepted in the Criminal Code, an act of acceptance and transfer is drawn up. The performed assessment, price coordination, and the final cost of goods and materials shall be fixed in the Decision / protocol of the participants. It is also required to indicate the amount of VAT if the founder of the new company is a legal entity. It is safer to use market (or slightly lower) prices, the seller's price list, and the results of an independent assessment as a basis.
Most often, the founder is an individual (FL). He also has the right to contribute his share to the Criminal Code with money, goods and materials, and other property.
In turn, an individual can:
buy goods and materials;
the firm will pay off the wage debt;
or receive as dividends if the company made a profit based on the results of previous years.
We will deposit the balances on the Purchases tab. Create a new document: Goods receipt: invoice.

We create the Founder, the type of agreement and specify the settlement account in the settings.

Be sure to check how the VAT column is filled in. In accordance with the Tax Code (clauses 4, clause 3, article 39), a contribution to the Criminal Code is not considered a sale, and VAT is not charged (but a situation is possible when VAT according to goods and materials must be restored from the transferring party, if earlier it was accepted for deduction - information about this should be in the deed for the transfer of property).

After the document is posted in the register, transactions are generated:

So, goods and materials have been carried out, but to complete the operation, the Formation of the Criminal Code should be reflected in 1C. To do this, go to the Operations tab and create a new document.

Please note that if all the postings are correct, then after these transactions are posted, there will be no balance on account 75.

It is imperative to take into account the nuances with the taxation of such transactions. General information on this issue is presented in the table:

The second option is the sale of goods and materials

The closing LLC does not cease to bear current expenses. This can be used and sold the remnants of goods and materials, rescuing the amount of money to pay off accounts payable, salaries, taxes and contributions. The new company takes into account goods in 1C under a sales and purchase agreement.

The new LLC, after the transfer of rights to goods and materials as a result of the purchase, disposes of it at its own discretion. If goods and materials are sold, then VAT, income tax is subject to calculation and payment in accordance with the general procedure.
What to do if the founder of the old and the new LLC is the same person? You can sell the inventory of a closing company at a reduced price to an outside party or an employee of one of the companies.
Then he sells the property to a new firm. If the purchase of goods and materials is carried out from the FL, then the invoice from the receiving LLC will not be. In such a transaction, the LLC is not recognized as a tax agent for personal income tax and therefore is not obliged to:
is obliged to withhold tax from the seller - physics;
report the receipt by an individual of income.

What you should pay special attention to when choosing the optimal option for transferring goods and materials:
the closer the prices are to market prices, the safer the transaction;
whether the founders are different in the companies (so that the transaction is not recognized as dependent if the founder is the same).
If you still have questions on this difficult topic, be sure to ask them in the comments to the article.