Suspension of LLC activity may be required in cases where it is important for the founders to retain a legal entity, but it is not planned to conduct vigorous activity. In making such a decision, the taxpayer must present the sequence of actions to be taken and their consequences.
Types of suspension
Suspension of LLC activity can be carried out in two ways: in voluntary and compulsory (administrative) order. If work is temporarily suspended on its own initiative, it should be borne in mind that the law does not contain provisions governing such actions. The Civil and Tax Code provide for strict binding to registration in the Unified Register of Legal Entities (USRLE). Either there is a registration, and the company must fulfill its obligations, or the company is liquidated, and the registry entry states the termination of activity.
Suspension of activity as a legally significant action is possible only by force on the basis of a court decision. It is applied if the control body saw signs of an administrative offense in the company’s actions and filed a lawsuit for punishment.
Voluntary Suspension
However, if, nevertheless, the founders of the company decided to voluntarily suspend the activities of the enterprise, you must first issue a decision by order.
Two points must be reflected in the text of the document:
- the reason for the decision (unfavorable market conditions, a serious illness of the leader, etc.);
- the estimated period of suspension of activity (you can specify an indefinite period).
For regulatory authorities (IFTS, PFR, FSS, FOMS), the order to suspend the LLC’s activities does not matter, 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 sharp termination of profits greatly alarms inspectors, and the results of the tax period will have to be explained. Therefore, it is better to notify them, indicating the reason for the decision.
In addition, the order is essential for the founders, who may be located far from the location of the organization. The fact is that only they make a decision on liquidation, and if it does not seem expedient to continue work, then inaction is the optimal solution before their arrival.
What to do with employees?
The entire staff should be familiarized with the order, better if signed. Employees must choose what to do: write an application for unpaid leave or for dismissal. Suspension of LLC activity may serve as a sufficient basis for sending employees of the enterprise on vacation without maintenance. As a rule, in such cases no reductions are made, because the organization has an already difficult financial situation.
One nuance should be taken into account here. It is impossible to dismiss 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 to do with reporting?
Documents of this kind will have to be submitted anyway, even if the income is “zero”. And be sure to comply with all statutory deadlines. Otherwise, the tax inspectorate, in spite of the application filed to suspend the activities of the LLC, may initiate a process of forced bankruptcy. 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 one employee in the state.
For those companies that used the general taxation system (and VAT), there is, by the way, a little trick to reduce reporting chores. They need to write a statement on the eve of the new reporting year on the transition to "simplification", and then the number of declarations and calculations will be significantly reduced.
What to do with obligations?
Before you suspend the activities of the LLC, the company should pay off all debts, especially taxes and insurance premiums. Otherwise, a penalty will accumulate, and then fines will be charged.
It is highly advisable to pay off all debts to partners. If the company has unliquidated obligations to them, then suspend operations in the form, as I wanted, is unlikely to succeed. 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 a lack of work.
What to do with a current account and cash desk?
Temporary suspension of LLC activity requires a special attitude to cash discipline and the availability of funds in the current account. There should not be entries in the cash book during this period, and there should be no movements in the current account. Moreover, if small expenditure operations are still permissible, then income generation will inevitably entail taxation. And there are not zero declarations and other roughnesses. The cleanliness of the actions taken will be impaired.
It is not worth it to close your current account yourself. The bank itself will turn to 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 "Simplists"
If the taxpayer uses the single tax on imputed income (UTII) in his activity, then the suspension of the LLC’s activity is generally impossible. He must be deregistered.
Here is the point. The payer of this tax calculates it based on potential rather than real 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 registration inspection is made at the tax office that the taxpayer has ceased to engage in this type of activity.
What do control authorities think of voluntary suspension?
The suspension of LLC activity, undertaken on a voluntary basis, is associated with another significant problem. The control bodies (except the Federal Tax Service and the FIU) in the second half of each year submit information to the Prosecutor General about planned inspections for next year. Law enforcers complete the schedule and publish it on their website. A company that suspends work can also familiarize itself with it, and if it finds itself in the list, send a letter to the checking organizations there to suspend the activities of the LLC.
Either the Prosecutor General's Office (if the law is violated) or the inspection organization itself can cancel the audit. However, in these circumstances, the controllers have no reason to cancel. After all, this legal entity is listed in the register, and it is not even in the process of liquidation. Therefore, if the company is among the candidates for inspection of any inspection, then it will certainly be verified.
The matter is compounded by the fact that they can check the activity for the last three years. If there were movements, then the leader will have a lot of trouble and explanation.
Administrative suspension
If during the inspection it is discovered that the company has violated the law, the regulatory authorities may file a lawsuit with the court demanding an administrative suspension of the enterprise. Such a process is undertaken in order to prevent further unlawful actions by the violator.
After 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;
- the provision of services, activities in certain areas.
The Administrative Code of the Russian Federation established that the maximum period for which administrative suspension can be established is 90 days. It is entrusted to bailiffs to monitor compliance with the rules during this period.
The “bailout" activity is also the bailiff. This can happen ahead of schedule, after eliminating all violations. In this case, the company management should contact the bailiff with the appropriate statement. This may occur due to the expiration of the suspension. In both cases, the bailiff decides to end the enforcement proceedings.