Suspension of the activities of a legal entity. Suspension of liquidation of a legal entity

Liquidation of an LLC means the complete cessation of its existence, the closure of accounts, the dismissal of personnel, and the severance of cooperation with counterparties. If a company is in a crisis situation, and the founders want to wait out the unfavorable time without critical measures, in practice a temporary cessation of activities is used. What is it and how is it formatted?

There is no regulation that would allow entrepreneurs to freeze their work for some time. But there are several situations in which the reason for your freezing may be a court decision. According to Art. 3.12 of the Code of Administrative Offenses of the Russian Federation, suspension of the activities of an LLC may be one of the types of administrative punishment.

The court may suspend the activities of an LLC if:

• The company's activities pose a threat to human life or health.
• Due to the company's activities, a radiation accident or disaster may occur.
• The company significantly pollutes the environment.
• The company finances terrorism.
• The company is associated with narcotic drugs, etc.

Voluntary suspension of LLC activities

Although the law does not indicate the right of companies to stop their activities for certain time, in reality this happens quite often. It is important to maintain order and avoid mistakes that could lead to disastrous consequences. Suspension of LLC activities without liquidation is carried out in several stages.

Step-by-step instructions for temporarily suspending the activities of an LLC:

4. Pay off all existing debts to creditors and collect debts to society.

This will allow you to avoid fines and penalties, and will also protect you from sudden receipts to your current account, which should also be “frozen”. Income received at the wrong time already obliges you to indicate data in reports and pay taxes, so be careful.

6. Submit all reports to the tax office, Pension Fund, Social Insurance Fund and Rosstat on time, even with zero indicators. No one can remove this responsibility from you. If you cannot provide reports and declarations yourself, write a power of attorney to your representative.

The period for which you can temporarily suspend activities is limited to 1 year. After this time is up, even if you submitted all zero reports on time and not a single transaction took place on bank accounts, the Federal Tax Service inspector has the right to demand your liquidation in court (Clause 1, Article 21.1 Federal Law No. 129-FZ). Then it will be impossible to restore anything, since the complete closure of the company implies its exclusion from the Unified State Register of Legal Entities.

You can suspend the activities of an LLC only for 1 year.

A temporarily non-operating LLC, unlike a liquidated LLC, exists, is listed in the register, has bank accounts and creditors. At the same time, the company is free from income and expenses, and therefore does not pay taxes or fees. Such a measure sometimes greatly helps a company to wait out a difficult financial situation, a crisis in the country or personal affairs.

Business development does not always occur in an upward straight line. At some point, owners may suspend the LLC's operations until strategic issues are resolved. In addition, the suspension of the organization’s activities is possible forcibly - at the request of government bodies.

How to suspend the activities of an LLC and document it? The law does not establish an official procedure for suspending the activities of an LLC, but in this article you will find all necessary information about this question.

Administrative suspension of activities

First, about the forced suspension of LLC activities. This measure is provided for in Article 3.12 of the Code of Administrative Offenses of the Russian Federation and is applied only in situations directly specified in the law, for example:

• threat to human life or health;
• the occurrence of an epidemic or infection;
• radiation accident or man-made disaster;
• causing significant harm to the environment;
• violation of the rules for the circulation of narcotic and psychotropic substances;
• legalization of proceeds from crime;
• financing of terrorism;
• violation of the rules for attracting foreign workers to trading activities;
• non-compliance with standards for the production and circulation of alcohol;
• non-use of cash register equipment;
• violation of labor safety standards;
• committing administrative offense, encroaching on the health, sanitary and epidemiological well-being of the population and public morality.

Administrative suspension of an organization's activities in most cases occurs by court decision. But if the requirements are violated industrial safety, then the order to suspend activities is issued by the relevant government body (for example, in the field of security hydraulic structures or mining supervision).

The bailiffs executing the order to suspend the activities of the LLC independently decide what measures to take for this. This usually means sealing the premises and stopping access to the site.

The maximum period of compulsory suspension of activities is 90 days, and it can be reduced if the violations are quickly eliminated. To do this, you need to submit a petition to the court, which will be considered within 5 days. But if nothing has changed in 90 days, then the suspension of activities will be extended.

What to do with employees if the LLC is temporarily not operating by decision of a court or government agency? IN in this case there is downtime at work due to the fault of the employer. If there is such a possibility, then you can offer employees a transfer to another workplace, for example, in separate division. But if employees refuse the transfer, then they have the right not to go to work, while receiving a salary. Moreover, they retain at least 2/3 of their earnings, and if the suspension of activities is caused by a violation of labor safety standards, then the salary is paid in full size.

The organization is obliged to fulfill all existing obligations to counterparties, because the forced suspension of activities is not force majeure. Here the deadlines for fulfilling contractual terms may be missed, so you should try to reschedule them. Otherwise, you must be prepared to pay penalties and fines for failure to comply with obligations to your partner.

With regard to paying taxes, contributions and submitting reports, the suspension of the LLC’s activities does not change anything. Here the organization is especially vulnerable - if the physical indicators for calculating the tax base have not changed (sales area, number of transport units, etc.), then the tax must be paid in full even during the period of inactivity.

That is, the company finds itself in a situation where it cannot operate and incurs direct losses. Accordingly, it is necessary to take all measures to eliminate violations as quickly as possible and early lift the administrative sanction.

A separate case of temporary termination of the activities of an LLC is the suspension of a license. First, the licensing authority issues an order to eliminate the identified violations. If the order is not fulfilled within three months, the license is suspended and then it can be revoked.

For organizations that are engaged only in licensed business, the consequences of suspension and revocation of a license are similar to the forced suspension of activities.

Voluntary termination of activity

It is better not to get into a situation of forced suspension of activities, because this is a loss for the company. But when a temporary cessation of work is caused by business interests, it is necessary to prepare for it in advance. Our step-by-step instructions will tell you how to do this.

How to suspend the activities of an LLC in 2018: step-by-step procedure

Step 1. Decide why you are deciding to suspend the LLC. This could be a conflict between participants, ineffective management, a sharp drop in demand for products and services, or financial reasons. Explore the feasibility of other options to exit the business - selling the company or liquidating the LLC. If you see the potential of this business, then you need to develop an action plan: entry of new participants, attraction of investments, change of leadership, exploration of new markets, etc.

Step 2. Resolve personnel issues. If dismissal occurs at the initiative of the employer, then this requires compelling reasons specified in Article 81 of the Labor Code of the Russian Federation. Dismissal is also possible by agreement of the parties (Article 77 of the Labor Code of the Russian Federation) or on the initiative of the employee. In many cases, the dismissal of employees will be associated with the payment of severance pay. If the employee agrees, he can be sent on unpaid leave, but an application for this must be submitted by the employee himself. The employer has no right to force him to do this. If the employee is not fired or goes on vacation, he must be paid a salary during the downtime.

Step 3. Fulfill all obligations to counterparties. If the LLC must supply goods, perform work or provide services for existing agreements, the activity cannot be terminated until the contractual conditions are met. As a last resort, you can try to terminate the contracts early if the other party agrees to this.

Step 4. Resolve the issue with the legal address of the LLC. Until the organization is liquidated, it must have an official location indicated in the Unified State Register of Legal Entities. You cannot simply terminate the lease agreement and move out of your legal address. If you pay little for office rent, and the period of suspension of activities is short, then you don’t have to terminate the contract with the landlord and continue to pay. But if this is not profitable, then you need to inform the Federal Tax Service about a change of legal address. Perhaps in this case the solution would be to move the LLC to the home address of the manager or founder.

Step 5. Close the company's current account so as not to pay for settlement services, or switch to a tariff in which payment is not charged in the absence of transactions. But the decision to close an account must be made taking into account the need to make non-cash payments. If the LLC continues to pay rent for premises, employee salaries, and taxes, then the account cannot be closed.

Step 6 Continue submitting reports in accordance with the chosen taxation system. You can rent it out even if you have no income null declarations. Can also be sent to tax office a letter of suspension of activity, which will explain the zero performance indicators. This document is not official or binding, so we do not include a sample of it. Keep in mind that zero declarations are not submitted to UTII. If there are no physical indicators for calculating the tax (retail space, employees, transport), then in order not to pay the imputed tax, the UTII payer must be deregistered.

Please note: if an LLC does not submit reports for a year and has no movements on its accounts, it is considered to have actually ceased its activities (Article 21.1 of the Law “On Registration of Individual Entrepreneurs and Legal Entities”). In this case, the tax inspectorate has the right to make an entry in the Unified State Register of Legal Entities that the company has the status of inactive. Accordingly, it will be impossible to resume the activities of such a company.

Suspension of the activities of an LLC may be necessary in cases where it is important for the founders to maintain a legal entity, but there are no plans to conduct active activities. When making such a decision, the taxpayer must understand the sequence of actions that should be taken and their consequences.

Types of suspension of activities

Suspension of the activities of an LLC can be carried out in two ways: voluntary and compulsory (administrative) procedure. If work is temporarily stopped due to own initiative, it should be taken into account that there are no provisions in the law regulating such actions. The Civil and Tax Codes provide for a strict link to registration in the Unified Register of Legal Entities (USRLE). Either there is registration and the company must fulfill its obligations, or the company is liquidated and the entry in the register states that it has ceased to operate.

Suspension of activities as a legally significant action is possible only forcibly on the basis of a court decision. It applies if the control body saw signs in the company’s actions and filed a lawsuit to impose a penalty.

Voluntary suspension of activities

However, if, after all, the founders of the company decide to voluntarily suspend the activities of the enterprise, they must first formalize the decision by order.

The text of the document must reflect two points:

Reason decision taken(unfavorable market conditions, serious illness of a manager, etc.);

Estimated period of suspension of activities (an indefinite period can be specified).

For the regulatory authorities (IFTS, Pension Fund of the Russian Federation, Social Insurance Fund, Compulsory Medical Insurance Fund), the order to suspend the activities of an LLC has no significance, and no relief should be expected. Therefore, it is not necessary to send them a copy of the document. However, it may happen that a sudden cessation of profit will greatly alert the inspectors, and at the end of the tax period they will still have to explain themselves. Therefore, it is better to notify them, indicating the reason for the decision.

In addition, the order is significant for the founders, who may be located far from the location of the organization. The fact is that only they make the decision to liquidate, and if it does not seem advisable to continue working, then inaction until they arrive is the optimal solution.

What about employees?

All personnel must be familiarized with the order, preferably with a signature. Employees must choose for themselves what to do: write an application for unpaid leave or dismissal. Suspension of the LLC's activities may serve as sufficient grounds for sending the company's employees on leave without pay. As a rule, in such cases, layoffs are not made, since the organization already has a difficult financial situation.

One nuance should be taken into account here. It is impossible to fire everyone without exception: the manager must still remain on staff until complete liquidation. The fact is that the existence of even a “silent” organization must be accompanied by communication with regulatory authorities. And all sent papers or electronic messages must bear the signature of an authorized person.

What about reporting?

These kinds of documents will still have to be submitted, even if the income is “zero”. And be sure to comply with all legal deadlines. Otherwise, the tax inspectorate, despite the submitted application to suspend the activities of the LLC, may begin forced bankruptcy proceedings. The number of reports to insurance funds does not depend on the number of registered employees; forms must be sent to them, even if there is only one employee.

For those companies that have used common system taxation (and VAT), by the way, there is a little trick here that allows you to reduce the hassle of reporting. On the eve of the new reporting year, they need to write a statement about the transition to the “simplified system”, and then the number of declarations and calculations will be significantly reduced.

How to deal with obligations?

Before suspending the activities of an LLC, the company should pay off all debts, especially taxes and insurance premiums. Otherwise, penalties will accumulate, and then fines will begin to accrue.

It is highly advisable to pay off all debts to partners. If the company has outstanding obligations to them, then it is unlikely that it will be possible to suspend activities in the form as desired. We will have to take steps to resolve disputes, and this is already an activity. In such circumstances, the organization loses arguments in possible arbitration disputes in which it could refer to lack of work.

What about the current account and cash register?

Temporary suspension of LLC activities requires special treatment cash discipline and the availability of funds in the current account. There should be no entries in the cash book during this period, and there should be no movements in the current account. Moreover, if small expense transactions are still permissible, then the receipt of income will inevitably entail taxation. And there are non-zero declarations and other rough edges. The purity of the actions taken will be compromised.

You should not close your current account on your own. The bank itself will contact the management or founders with these proposals after the stagnation in the account lasts longer than the period established by the internal regulations of the financial institution.

Suspension of activities for “simplified people”

If the taxpayer uses a single tax on imputed income (UTI) in his activities, then it is generally impossible to suspend the activities of the LLC. He definitely needs to be deregistered.

The point here is this. The payer of this tax calculates it based on potential rather than actual income. In addition, when determining it, so-called physical indicators are used (for example, the area of ​​a retail outlet). As a result, the obligation to pay this tax must be fulfilled until the tax office makes a registration mark that the taxpayer has ceased to engage in this type of activity altogether.

What do the control authorities think about voluntary suspension?

Suspension of the activities of an LLC, undertaken voluntarily, is associated with another significant problem. In the second half of each year, control authorities (except for the Federal Tax Service and the Pension Fund) submit information to the Prosecutor General's Office about planned inspections for the next year. Law enforcement officers complete the schedule and publish it on their website. The company suspending its work can also familiarize itself with it, and if it finds itself on the list, send a letter there and to the inspection organizations about suspending the activities of the LLC.

The inspection can be canceled either by the Prosecutor General's Office (if the law has been violated) or by the inspection organization itself. However, the controllers have no grounds for cancellation in these circumstances. After all, this legal entity is listed in the Unified State Register of Legal Entities, and it is not even in the process of liquidation. Therefore, if a company is among the candidates for inspection by any inspection, it will certainly be inspected.

The matter is further aggravated by the fact that activities can be checked within three last year. If there were movements, then the manager will have a lot of trouble and explanations.

Administrative suspension of activities

If during an inspection it is discovered that the company has violated the law, the control authorities may file a lawsuit in court demanding an administrative suspension of the enterprise’s activities. This process is undertaken in order to prevent further misconduct violator.

Once the court has decided to suspend, the company must completely stop:

The activities of the organization itself, all its divisions and sections;

Operation of facilities, equipment;

Provision of services, activities in certain areas.

The Code of Administrative Offenses of the Russian Federation established that maximum term, for which an administrative suspension can be established - 90 days. Bailiffs are entrusted with monitoring compliance with the rules during this period.

The bailiff also “launches” the activity. This may happen ahead of schedule, after all violations have been eliminated. In this case, the company management must contact the bailiff with a corresponding statement. This may occur due to the expiration of the suspension period. In both cases, the bailiff issues a decision to end the enforcement proceedings.

Suspension of LLC activities without liquidation is a pressing issue today. This is always a necessary measure. If you are the founder of a limited liability company, then sooner or later this issue may affect you too. If it suddenly happens that you are temporarily unable to maintain the functioning of your company, then it is not at all necessary to liquidate it. The activities of such a company can be suspended without liquidation. How to do this, read below.

Today, situations are often observed when the founder of a particular company is not able to maintain its full and correct functionality. When such a phenomenon is temporary, the founders usually do not want to liquidate the company. They want to suspend it without liquidating it. But, oddly enough, the law does not provide for any temporary suspension. In legislation Russian Federation there is not a word about this. However, there is a way out - this flaw in the legislation can be circumvented.

Procedure for suspending an LLC

The fact that the legislation does not provide for the temporary suspension of an LLC confuses many founders. Therefore, many businessmen have a question: how to suspend the activities of an LLC? But, as experts say, there is a way out - submit zero reports to the tax office.

If you decide to suspend the LLC, this means that, from the point of view financial issues, you will have absolutely no cash movements: cash flows Money will cease, the movement of funds through bank accounts will cease, all financial, including business, reporting will not be maintained.

Few of the LLC founders want to suspend its activities. But if you are forced to do this, remember a few simple rules. First, take the trouble to write an order to suspend the activities of the LLC. In this document, indicate the reason for the suspension - “due to financial difficulties. Make sure that every employee of your company is familiar with this document. Also collect employee signatures on a document confirming the fact that all employees are aware that the LLC’s activities have been suspended.

Many will strongly disagree with this document. Some will write a letter of resignation. Some will stay if the LLC's activities are suspended for a short time and go on leave without pay. One way or another, every employee will make some decision.

Once you send all or part of your employees on forced leave without pay, all cash flows will stop, both in the cash register and in the bank. All costs will be minimized. After completing all the procedures for dismissing or sending everyone on forced leave, write a leave application for yourself too. Issue the appropriate order. That's it, from now on there is no need to charge taxes until the society resumes its work.

To ensure that the IRS does not continue to assess any taxes, do not forget to pay off all fines, penalties, and all salary arrears. Next, you need to notify the tax service that your LLC has suspended all activities. If you forget to notify the tax service that you have suspended the activities of your LLC, then you will receive a call. You will be required to appear at this service and explain the situation there. From the time the tax office is notified of the suspension of the company’s activities, promptly send zero reports there. If you forget to do this, the tax office will continue to charge taxes.

If you are planning to leave somewhere, for which reason you will not be able to submit all the necessary reports to the tax office on time or at all, then make sure that someone does this for you - your authorized representative. Tax reports should be submitted in accordance with your taxation system. If you do not submit all reports on time, the tax authorities have the right to apply penalties to you. If you are late in filing your reports several times, you will be ordered to forcibly liquidate the LLC.

If all of the above is done on time without any missed deadlines, then after the crisis has passed, you will be able to continue managing your LLC.

Forced suspension

Suspension of activities legal entity It can be not only forced, but also forced. Regulatory authorities sometimes conduct inspections of a particular organization. If any violation is noticed during such inspections, these authorities can file a claim in the administrative court.

If it is proven in court that offenses have occurred, you will be ordered to::

• termination of any activities of the company, including the activities of all divisions;
• cessation of operation of all property assets (machinery, buildings, equipment);
• complete cessation of the provision of all services related to the organization’s activities.

The activities of a legal entity can be restored within three months. During this time, the activities of the legal entity will be frozen. To restore activity, a legal entity must eliminate all violations. The elimination of offenses will be controlled by the bailiff. If these procedures are followed properly, you can resume your business.

What not to do

During the suspension of LLC activities, bank accounts should not be closed under any circumstances. If you do this, your society will be considered fictitious. State authorities will come to you with an inspection and order you to liquidate the company. If further proceedings show that you have violated the law, then, as mentioned above, tax authorities may apply penalties to you. Always remember this.

If you temporarily suspend the activities of your company, then, in addition to not closing bank accounts, you must also remember that no transactions should be carried out on these accounts. If the activities of an LLC are suspended, this means that cash movements across accounts are also suspended. No transactions can be carried out. Accounts must be completely idle.

The main thing that needs to be taken care of when suspending the activities of an organization is the complete absence of any obligations: pay off all debts, give everyone their last salary. If you are not burdened with any obligations, then you can safely pause the activities of your society.

As the administrative procedure states, all employees must be paid for downtime if the suspension of the LLC’s activities is caused by your fault. The amount of payment for idle time must be at least 2/3 of the full monthly salary. It is extremely difficult to do this, since there is some inconsistency here. This discrepancy is manifested in the fact that you are obliged to pay employees for forced downtime, but, along with this, there should be no movement of funds through bank accounts. How so? From whose pocket then should employees pay for downtime every month and how should this be done? This issue is a stumbling block in the voluntary suspension of the activities of a limited liability company. For these purposes, some try to keep a reserve account. These issues are not regulated by law, so you have the right to do as you see fit here. You can use the rule - what is not prohibited is permitted. But it’s better to fire some of the employees, or even better, all of them.

During the suspension of the enterprise, as the administrative procedure states, you need to remember that you are obliged to pay for downtime to all employees if some of the employees refuse to quit. They have the right to refuse. You cannot force them to fire. This means that you will have to pay for downtime. That’s why some people try to open additional bank accounts. But here, again, there is no connection - each wage should be taxed, but in this case the salary will not be taxed. If the tax service becomes aware of this, you may be subject to penalties. Whether these issues will ever be resolved is unknown.

Taking into account the above, it turns out that the only way out of this situation is the dismissal of employees. Therefore, dismissal is a forced measure, but a necessary one. Well, if some of the employees do not want to quit, you will have to pay for the forced downtime.

What to do with assets

Assets such as buildings, equipment of any kind and purpose, as well as machinery, various property complexes that are on the balance sheet during the suspension of the activities of your company can be mothballed.

A positive characteristic of this asset conservation is that during downtime you will not have to make any depreciation charges. However, you will still have to pay property taxes. In this regard, many founders prefer to sell such assets to other entrepreneurs. If forced downtime is not planned to be long, then it is recommended to mothball the assets.

When a taxpayer who has suspended the activities of an LLC decides to resume the activities of his company, he must submit an application to the tax service, which must indicate the date of resumption. This document must also indicate the date when tax reporting will resume.

It is also important to remember that this application must be submitted before the end of the forced suspension date. If for some reason the taxpayer forgot and did not submit an application to the tax office, then the tax service will consider that you are automatically renewing the activities of your company and, in turn, will resume the calculation of taxes.

Extension of suspension period

Sometimes it happens that downtime is prolonged - it is necessary to extend the suspension period. This can be done. To do this, before the date of resumption of the LLC’s activities, the taxpayer must submit an application to suspend the company’s activities, which must indicate new deadlines. In this case, the total downtime can be no more than five years. The previous application can be used as grounds for filing an application for a new period of suspension of the LLC’s activities. It should contain a note indicating that the application was accepted by the tax service for consideration, reviewed and entered into the database.

Is it possible to engage in any activity during downtime?

The administrative procedure states that any LLC during the period of voluntary suspension of its activities does not have the right to engage in any type of labor. If, before the expiration of the suspension period, the tax service discovers the fact that your company, despite the forced suspension, continues to engage in some type of labor activity, then this will be regarded as the end of the downtime and the resumption of activity. Therefore, tax authorities can resume tax assessments. However, activities that do not involve the occurrence of any tax obligations, does not need suspension. For example, some preparatory work, carrying out any organizational activities is an activity that cannot be suspended.

Despite the fact that the law does not regulate the suspension of the activities of any company, it is possible to suspend the activities of the latter. In these matters, it is necessary to remember that in order for the tax service not to resume tax assessments, it is necessary to adhere to the above recommendations. Thus, you can wait out all the difficulties and forced suspension of activities, without the need to liquidate the LLC.