How to write off the balance of goods upon liquidation of an enterprise. How to get rid of the inventory balance when liquidating an LLC, with minimal taxes. Interim liquidation balance sheet

For various reasons, an existing LLC is closed and the company's property is liquidated. In this case, a new LLC is created, continuing economic activity. The accountant is tasked with resolving the issue of remaining goods, other property or equipment. In this case, you need to comply with the legality of the transaction, not pay repeated taxes and correctly reflect the transactions in 1C: Accounting.

Let's consider two options for solving the problem.

The first option is a contribution to the authorized capital

When choosing a contribution of inventory and materials to the management company, you need to start by determining the cost of the operation. For inventory items accepted by the Criminal Code, a transfer and acceptance certificate is drawn up. The assessment, price agreement, and final cost of inventory items should be recorded in the decision/minutes of the participants. Here you also need to indicate the amount of VAT if the founder of the new company is a legal entity. As a basis, it is safer to use market (or slightly lower) prices, the seller’s price list, and the results of an independent assessment.
Most often, the founder is an individual (individual). He also has the right to contribute his share to the management company in money, goods and materials, and other property.
In turn, an individual can:
buy goods and materials;
the company will pay off the salary debt;
or receive as dividends if the company made a profit based on the results of previous years.
We will add balances on the Purchases tab. Create a new document: Receipt of goods: invoice.

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

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

After posting the document in the register, the following transactions are generated:

So, the inventory items have been carried out, but to complete the operation, the Formation of the Management Company should be reflected in 1C. To do this, go to the Operations tab and create a new document.

Please note that if all entries are correct, then after these operations there will be no balance on account 75.

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

The second option is the sale of inventory items

A closing LLC does not cease to incur operating expenses. You can take advantage of this and sell the remaining inventory, gaining a sum of money to pay off accounts payable, salaries, taxes and contributions. The new company accepts goods for accounting in 1C under a sales contract.

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 and income tax are subject to calculation and payment in the general manner.
What to do if the founder of the old and new LLC is the same person? You can sell the inventory of a closing company at a reduced price to a third party or an employee of one of the companies.
Then he sells the property to a new company. If the purchase of goods and materials is carried out from a sole proprietor, then the receiving LLC will not have an invoice. 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 - physicist;
report the receipt of income by an individual.

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

Often entrepreneurs are faced with a situation such as the liquidation of an LLC with remaining products. Difficulties arise for non-chain retail outlets that do not have the opportunity to transfer the remaining goods to other retail outlets.

How is an LLC liquidated with remaining goods?

According to current legislation, the balance of money upon completion of the company's work can only be recorded in the interim liquidation balance sheet. A zero liquidation balance is provided to the state registration authorities. During the liquidation of the LLC, the entrepreneur is asked to sell off the remaining balance of goods and note the profit received from the sale of products.

How to properly manage the funds received upon completion of the company’s work with the inventory balance and its subsequent sale? The received amount is distributed among creditors. If, as a result of paying off debts, funds remain, it is allowed to transfer them to the founders in the amount of the contribution made when forming the management company of the enterprise. If amounts exceed contributions, they should be treated as dividends for the current year. If there are dividends for payment, additional personal income tax must be paid.

The LLC law states that if there is a balance of goods upon completion of the enterprise, the participants can expect to receive part of the property or the amount of money for which it can be sold. Property distribution is carried out as follows:

  • first, participants in a commercial organization receive a distributed unpaid portion of the profit;
  • at the next stage, the company’s property is distributed among all participants in accordance with the size of their shares in the management company.

Our company’s specialists can liquidate your company in a short time.

The LLC (private security company) is liquidated by decision of the participants. The organization has no debt to creditors. Participants are individuals. Taxation system - simplified tax system. The MPZ included uniforms, furniture, household appliances, office equipment and radio stations. There are no special equipment 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 upon liquidation of an 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 in the order 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 duties of the person who made the decision to liquidate a legal entity. One of these responsibilities is the appointment by the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity, a liquidation commission (liquidator) and the establishment of the procedure and timing of liquidation in accordance with the Civil Code of the Russian Federation and other laws (clause 2 of Article 62 of the Civil Code of the Russian Federation ).

The liquidation commission 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 end of the period for submission of claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information on the composition of the property of the liquidated legal entity, the list of claims presented by creditors, as well as the results of their consideration (clause 2 of Article 63 of the Civil Code of the Russian Federation).

From paragraph 2 of Art. 63 Civil Code of the Russian Federation and paragraphs. 12 paragraph 2 art. 33 of Federal Law No. 14-FZ of 02/08/1998 “On Limited Liability Companies” (hereinafter referred to as Law No. 14-FZ) it follows that the interim liquidation balance sheet is approved by the general meeting of participants (or the sole 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 (sole 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 No. 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 No. 14-FZ, the property of the liquidated company is distributed by the liquidation commission among the company’s participants in the following order:

  1. first of all, payment to the company participants of the distributed but unpaid part of the profit is carried out;
  2. secondly, the property of the liquidated company is distributed among the company's participants in proportion to their shares in the authorized capital of the company.

Moreover, if the property available to the LLC is not enough 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, Article 58 of Law No. 14-FZ).

In the analyzed case, uniforms, furniture, household appliances, office equipment and radio stations cost less than 40,000 rubles per unit, i.e. represent “low-value” fixed assets.

Accordingly, if the organization’s accounting policy sets a limit on the value of assets in an amount not exceeding 40,000 rubles per unit, such assets can be taken into account as part of inventories. In case of release from the warehouse of the specified equipment for the use of employees (uniforms, radio stations) or for operation (furniture, household appliances), the organization 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 company’s participants to liquidate the organization the specified “low-value” material assets are located: in use or in storage.

So, if the specified property is in the warehouse of the organization, measures should be taken for its possible sale.

Property transferred for use (tools, special clothing, radios, devices for charging them) or for production (inventory and other non-depreciable property), initially recorded on account 10 “Materials” based on the actual costs of its acquisition, excluding VAT and other refundable taxes (except for cases provided for by the legislation of the Russian Federation) (clause 5 and clause 6 of PBU 5/01 “Accounting for inventories”), 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 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 organization’s accounting policy must establish a procedure for accounting for such objects after they are put into operation. For example, it may be possible to maintain quantitative records by reflecting property on an off-balance sheet account or using materials accounting cards.

Based on the foregoing, if an organization maintains off-balance sheet accounting of “low-value” fixed assets, we believe that it is advisable to conduct an inventory of inventories recorded on off-balance sheet accounts. In our opinion, the property identified as a result of the inventory can be reflected in a separate section of the liquidation balance sheet.

The accounting legislation does not provide for the procedure for distributing “low-value” property recorded on off-balance sheet accounts among the participants of the company in the event of its liquidation. Therefore, the participants of the company can agree on such a distribution procedure among themselves independently (by formalizing the transfer of property from the company to the participant by an act of transfer).

Let us recall that the Guidelines for inventory of property and financial obligations 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 inventory data and the liquidation balance sheet in accounting, the distribution of property worth less than 40,000 rubles between LLC participants is reflected by the following entries:

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

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

Loan 012 "Low-valued property transferred for exploitation"
- the property was received by the LLC participants.

It should be noted that if the accounting policy of the organization does not provide for the accounting of “low-value” fixed assets after they are put into operation (written off for production), i.e. There is no monetary valuation of 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 property.

If the organization decides to sell the remaining property and distribute funds among the participants, the postings will be as follows:

Debit 62 Credit 91-1 "Other income"
- the buyer’s debt for the sold property is reflected at the cost specified in the contract;

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

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

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

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

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

If the goods that your organization has on its balance sheet are 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 goods and create an inventory list. If goods are expired or damaged, draw up a report indicating the expiration date, condition of the goods, etc. The act can be drawn up using forms No. TORG-15 or TORG-16, approved by Decree of the State Statistics Committee of the Russian Federation dated December 25, 1998 No. 132, or according to a form that you developed yourself.

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

In tax accounting under the simplified tax system expenses can only take into account the cost of damaged goods within the limits of natural loss (subclause 2, clause 7, article 254 and subclause 5, clause 1, clause 2, article 346.16 of the Tax Code of the Russian Federation). The cost of goods not sold due to expiration, 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 culprit is absent, is reflected in 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;

DEBIT 91 subaccount “Other expenses” CREDIT 94

The cost of other goods has been written off.

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

If your organization has retained earnings, you can also pay dividends to the owner of the organization within the amount of profit. But giving them away not in money, but in goods, this option is not prohibited.

In tax accounting under the simplified tax system, the issuance of dividends with 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 debt on dividends 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, payment of dividends in kind is considered as a sale (). Therefore, when issuing dividends in goods or finished products, you will have transactions (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 as dividends is reflected;

DEBIT 90 subaccount “Cost of sales” CREDIT 41

The cost of goods has been written off.

Please 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.

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

Methodological guidelines establish the Rules for Conducting 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 are subject to inventory and other types of property that do not belong to the organization, but are listed in the accounting records (those in custody, rented, received for processing), as well as property that is not accounted for for any reason.

Inventory of 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 deferred expenses;

Inventory of animals and young animals;

Inventory of 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 of checking the validity of the amounts listed in the accounting accounts;

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

Property is inventoried according to its location and financially responsible person. For property, during the inventory of which deviations from accounting data are identified, comparison statements are compiled. They reflect the results of the inventory, i.e. discrepancies between accounting indicators and inventory data.

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

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

Shortage of property and its damage include:

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

2) at the expense of the guilty persons (exceeding the norms) – Debit account. 94 Credit account 10, 41;

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

If the surplus accounted for at market value in accordance with clause 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 shortages of material assets in production and in warehouses, at trading enterprises in the absence of guilty persons, as well as losses from theft, the perpetrators of which have not been identified, can be recognized as a reduction in the tax base only if the fact of the absence of the perpetrators is documented by an authorized government body (clause 5, clause 2, article 265 of the Tax Code of the Russian Federation).

With the further sale of surplus inventory items identified as a result of the inventory, for profit tax purposes, the organization will be able to recognize expenses in the amount of profit tax calculated on the income that was reflected in tax accounting when posting the identified surpluses (clause 2 of Article 254 of the Tax Code of the Russian Federation).

Example. As a result of the 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 excess 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; based on the order of the liquidation commission, the shortage is attributed to the organization’s losses. There are no documents from authorized government bodies confirming the absence of perpetrators. The identified excess fabric was sold during the liquidation process. In accounting, the inventory results are reflected in the following entries: Debit account. 94 Credit account 10 – 5000 rub. – the shortage of cotton fabric is reflected. Account debit. 19 Credit account 68.2 – 900 rub. – VAT, previously accepted for deduction, has been restored. Account debit. 94 Credit account 19 – 900 rub. – VAT is charged to the shortage account. Debit account. 91.2 Credit account 94 – 5900 rub. – shortages are charged to expensesDebit account. 10 Credit account 91.1 – 6000 rub. – surplus linen fabric was capitalized. Debit account. 62 Credit account 91.1 – 7080 rub. – surplus linen fabric soldDebit account. 91.2 Credit account 10 – 6000 rub. – the cost of sold fabric is written off. Debit account. 91.2 Credit account 68.2 – 1080 rub. – VAT has been charged. Only 6,000 rubles can be accepted to reduce the tax base for income tax when selling capitalized surpluses. x 24% = 1440 rub.

Not only the organization’s property is subject to inventory, but also its obligations (settlements with the budget, with accountable persons, with payroll personnel, with debtors and creditors, etc.). The procedure for reconciling taxpayers' calculations for taxes and fees is established by Order of the Federal Tax Service of Russia dated 09.09.2005 No. SAE-3-01/444@ “On approval of the Regulations for organizing work with taxpayers, payers of fees, insurance contributions for compulsory pension insurance and tax agents.” The rules for reconciling taxpayer accounts set out in this document apply starting from November 1, 2005.

Write-off of fixed assets. The procedure for liquidation and write-off of fixed assets from the balance sheet is established by clauses 94 - 97 of the Methodological Guidelines for Accounting of Fixed Assets, approved by Order of the Ministry of Finance of Russia dated July 20, 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), a permanent commission can be created by order of the manager, which includes: relevant officials, including the chief accountant (accountant) and persons entrusted with responsibility for the safety of fixed assets. Representatives of relevant inspections may be invited to participate in the work of the commission.

2. Drawing up an act for writing off fixed assets.

The results of the decision made by the commission are documented in an act for writing off fixed assets. Resolution of the State Statistics Committee of Russia dated January 21, 2003 No. 7 approved new forms of primary accounting documentation for accounting of fixed assets.

To register and record the write-off of fixed assets that have become unusable, the following forms are used:

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

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

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

The act is drawn up in two copies, signed by members of the commission appointed by the head of the organization, and approved by the head or his authorized person. 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 assets and scrap metal remaining as a result of write-off. When a vehicle is written off, a document confirming its deregistration with the State Road Safety Inspectorate of the Ministry of Internal Affairs of Russia (State Traffic Inspectorate) is submitted to the accounting department along with the report.

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

a) in section 3 “Information on the costs associated with the write-off 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 accounting, 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. Capitalization of material assets.

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

4. Mark in the inventory card (book).

Based on acts for the write-off of fixed or motor vehicles transferred to the accounting service of the organization, a mark on the disposal of the object is made in the inventory card (inventory book). The corresponding entries on the disposal of a fixed asset item are also made in a document opened at its location.

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

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

According to clause 101 of the Methodological Guidelines for Accounting for Fixed Assets, the write-off of the cost of fixed assets is reflected in accounting in detail: on the debit of the account for the write-off (sale) of fixed assets - the initial cost of the object, recorded in the fixed assets account, and the costs associated with disposal fixed assets that are preliminarily accumulated in the auxiliary production cost account (accrued wages and social insurance contributions made for employees participating in operations to dispose of fixed assets, taxes and fees paid from proceeds from 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 valuables related to fixed assets.

Income, expenses and losses from the write-off of 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 are subject to crediting from the write-off (sales) account to the financial results of the organization (clause 103 of the Methodological Instructions).

According to paragraph 75 of the Methodological Recommendations on the procedure for generating indicators of an organization’s financial statements, approved by Order of the Ministry of Finance of Russia dated June 28, 2000 No. 60n, expenses associated with the write-off of fixed assets, including their residual value, are taken into account as part of other expenses:

– in case of write-off due to moral and physical wear and tear of fixed assets;

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

Income in the form of material assets remaining after write-off of fixed assets is reflected accordingly as part of other income.

In accounting, the write-off of a fixed asset item is reflected in the following entries:

Debit 01 “Disposal of fixed assets” Credit 01 – reflects the initial (replacement) cost of the written-off fixed asset item;

Debit 02 Credit 01 “Disposal of fixed assets” – the amount of accrued depreciation is written off;

Debit 91-2 Credit 01 “Disposal of fixed assets” - the residual value of the fixed asset item is written off;

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

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