In times of crisis, many enterprises may need to stop the company’s activity, while maintaining the status of a legal entity. This happens for various reasons, but the essence is always the same: it is impossible to continue work, and there is no need to liquidate the enterprise. What to do in this case? Is it possible to suspend the activities of an LLC for a while and how to do it correctly in order to avoid unpleasant consequences?
Who can “freeze” an LLC for a while?
First of all, you need to understand that the suspension of the organization can occur for two reasons: voluntarily and forcefully. The second option is possible when the regulatory authorities found a large number of violations in the activities of the enterprise and recognized its further work impossible. In this case, the company management is obliged to correct all errors and, calmly waiting for the ban to end, pass the test again. If all comments have been resolved, the company will be able to continue its work calmly.
But what about the entrepreneur who voluntarily decided to take a break from work for one reason or another? Is it possible to suspend the activity of an LLC and how to do it with the least losses? In this article we will analyze all the subtleties of a voluntary suspension of a firm.
Does the law allow?
If you try to find an answer to a similar question in the legislation, you will be disappointed. Unfortunately, no law spells out the answer to the question of how to suspend the LLC. Unlike the procedure for creating and liquidating a legal entity, the procedure for suspension of activity is not regulated by any normative acts. Nevertheless, for those who want to “freeze” the activities of the company for some time, there are several well-defined recommendations. If you follow these simple rules, you can really "relax" for a while and resume the activities of a legal entity at a more appropriate time.
But how really?
So, how to suspend the LLC? In practice, this means that the company ceases to perform any production or economic actions. This means that he no longer needs employees, it does not bring income. In fact, the organization exists only on paper, since the law does not oblige the founders of the company to deregister it.
Ordered to “destroy”
First of all, before you suspend the activities of the LLC, you need to issue an appropriate order for the company. Most often, it is drawn up on a standard (official) letterhead of the enterprise and is certified by the seal and signature of the director or the person performing his duties. The text of the order may be, for example, as follows:
“Due to adverse conditions for doing business, I order to suspend the active activity of LLC“ X ”for an unspecified period.” Well, or something like that.
Such an order may specify a specific term for the suspension of activity, if known, as well as the exact date when the enterprise resumes its work. After that, all employees of the company should be familiarized with the order, it is very desirable to do this under the signature. Perhaps not all employees will agree to wait indefinitely and wish to quit.
Stop operations and “freeze” assets
If you decide to suspend the LLC for a while, you will have to “freeze” all assets.During this period, it is worth considering whether you have left in stock products that you urgently need to sell in order to prevent spoilage. However, there is a nuance: getting rid of everything superfluous (goods, equipment, supplies), do not overdo it. Remember: the amount of net assets remaining in the enterprise should not be less than the authorized capital - this may become the basis for the beginning of the liquidation procedure. Particular attention should be paid to companies involved in licensed activities.
The actual absence of economic activity can be determined by the following signs:
- completely no any movement of money in the account;
- there is no basis for calculating any type of tax;
To protect yourself from accusations of fictitious interruption of work, it is worth sending a copy of the order to suspend the LLC to the bank. But in no case can accounts be closed, they must remain valid.
Firing staff
According to the Labor Code, the employer is obliged to pay employees all forced downtime which happened through his fault. The payout is 2/3 of the employee’s earnings. But if you decide to temporarily suspend the activities of the LLC, you have to solve the problem differently, because your company should not make any payments.
There are two ways to resolve the issue:
- Dismiss all employees in accordance with the relevant articles of the law. As a basis, you can specify Article 77 of the Labor Code of the Russian Federation, Clause 1 - by agreement of the parties or Clause 3 - at will.
- The same employees who do not want to quit should be invited to write vacation applications without saving content.
It must be remembered that the head of the company must also write such a statement and issue an order for himself. If you “forget” to perform all these actions, the company will increase arrears in settlements with employees and, as a result, in taxes. Over time, the debt will grow so much that even if the organization wants to resume its activities, it will be very difficult to do this, the company will simply “drown” in a sea of debt.
Pay off debts
When thinking about how you can suspend the activities of an LLC, do not forget that before you put the idea into practice, you must complete the calculations with all contractors.
Make sure you pay all partners in advance. It is unlikely that they will want to wait until your company resumes its activity; most likely, they will offer you to resolve disputes in court. Do not forget: conflict resolution is already an activity.
We submit reports
Before you suspend the activities of the LLC, also take care of paying all taxes, insurance premiums, contributions to the Pension Fund, FFOMS and the Social Insurance Fund. The suspension of the enterprise does not relieve you of the obligation, as before, to submit all the necessary reports. The only difference is that now in all columns you will have zeros. At the same time, it is very important to strictly observe all deadlines, otherwise you will be charged a fine, moreover, the penalty will “drip”. In order to pay the fine, the company will have to "re-open".
There is another, in fact, optional, but very desirable action on your part. An official letter must be sent to the tax and all other services and funds with a notification that your company is suspending its activities. This is connected with this: in the second half of each year, all inspection and control organizations compile a list of enterprises that they plan to verify next year. Since there is no such thing as “suspend LLC activity” in the Russian Federation, your company may well be included in this list. As you understand, the verification of any, even virtually non-operating enterprise can bring a lot of trouble to its management.
Of course, a notification letter will not be able to 100% protect you from verification, but, with a high degree of probability, the company that sent the notice of suspension of activity will simply not be included in such a list.
