Restore the forcibly suspended activities of the company. Extension of the suspension period. Simple LLC without liquidation

Suspension of a company's activities can be voluntary or forced. Activities are forcibly suspended by the court when the organization is held accountable under a number of elements of the Russian Administrative Code. The duration of such suspension is from 14 to 90 days. But the company’s activities can be suspended voluntarily. In this article we will tell you how to suspend the activities of an LLC correctly.

The motive for voluntary suspension of activities may be various circumstances. No orders, bad financial position, failure of equipment, cancellation or suspension of a license, termination of lease relationships, etc. In these cases, business owners may consider it optimal to “freeze” the company’s activities without liquidating it until better times or solving other complications. The procedure for voluntary “freezing” is not regulated by law. But there are a number of responsibilities that the firm and its managers must fulfill.

Obligations towards employees.

The main problematic issue related to the suspension of activities concerns personnel. It is the employer's responsibility to provide workers with work. If there are no orders or the company has financial difficulties, then no one releases the company from its obligations to its employees to provide work and pay wages. What are the legal ways out of this situation?

You can often find advice to formalize relations with employees when the company’s activities are suspended, either by dismissal at the request of the employee or as “administrative” leave (without pay). I would like to warn against such uninformed decisions.

It is possible to fire an employee, but the initiative for such dismissal must come from the worker. Even after writing a letter of resignation of his own free will, the worker can subsequently challenge such dismissal in court, citing evidence that he was forced to do so.

The same applies to “administrative” leave. A worker cannot be forced to take leave without pay. It can only be provided on his initiative.

Legal “outputs” that allow a company to reduce personnel costs during periods of suspension may be transferring workers to part-time work or registering downtime. If the company’s activities need to be “frozen”, that is, actually stopped, then possible option may become simple. Its payment to workers will need to be made according to the rules of Article 157 of the Labor Code, but not in the amount of full earnings, but in significantly smaller amounts. The amount of payments depends on the reasons for the downtime.

If the downtime is due to the fault of the employer, then for each day of downtime the worker must be paid at least 2/3 of his average earnings.

If the downtime occurs due to circumstances beyond the control of the worker or the employer, the amount of payments is even less - at least 2/3 of the salary or rate in proportion to the downtime. Among such circumstances, the courts, in particular, included poor market conditions for the relevant products, failure of equipment, and a ban on the operation of premises as prescribed by inspectors.

Order to suspend the activities of the LLC.

For correct design the employer issues an order for downtime, which must indicate the start date of the downtime and its reasons.
The end date of the downtime may be indicated if it is believed to be known. If not, then you don’t have to indicate it.
The order must also indicate the amount of payments to workers during downtime.
To suspend the activities of an LLC, it is better to exempt employees from going to work, which should be indicated directly in the order. However, during downtime, the employer may require employees to be present at work. This should also be explicitly stated in the order.

The employer must inform the employment service authorities that the activities of the LLC have been suspended. Term: within 3 days (working days) from the date of the decision on suspension.

Failure to notify or violation of deadlines may result in administrative liability under Art. 19.7 of the Code of Administrative Offenses of the Russian Federation and fine:

head of an LLC - from 100 to 300 rubles.
company - from 3 to 5 thousand rubles.

Tax obligations.

When deciding how to suspend the activities of an LLC, it is necessary to take into account the tax position of the company. Regardless of the taxation system, when activities are suspended, the company retains all tax obligations. Lack of activity or income from this activity does not exempt from submission to the Federal Tax Service and funds.

In such a situation, when there is no activity, the company can show zero income and expenses (unless they are truly zero), passing the so-called "".

But this option will not work for UTII payers. An imputed return has been established for them, so they will not be able to apply. Therefore, for them, the only legal way out can be deregistration as a UTII payer. Otherwise, you will need to submit a UTII declaration and pay a single tax.

Organizations are given freedom of action in their work, since in accordance with the Civil Code of the Russian Federation this is an independent and risk-based activity.

But in times of crisis, sometimes it becomes necessary to close a company, thereby protecting it from losses. However, it is not necessary to launch it if it is possible to temporarily suspend its activities.

Possible reasons for such action

Control authorities or its management can suspend the operation of a company for various reasons. After correcting the violations and expiration of the temporary ban, you can continue your work.

So, the following options are possible:

Temporary ban can be used if a fine is imposed for an administrative offense in the form of suspension of the organization’s work.
can be performed in the event of a threat to life and health, infection, epidemic, radiation accident, environment significant harm. The maximum period for imposing an administrative ban is 3 months.
Voluntary suspension is a forced measure that is used in the absence of the possibility of ensuring the normal functioning of the company. There can be many reasons for this: economic, organizational, technical, etc. Economic factors include a crisis, management errors or a negative change in market conditions.

Forced suspension

This procedure can be of the following types:

Administrative suspension activities of the company, according to Russian laws, is used when carrying out administrative offenses (a list of them is established in the Code of the Russian Federation). The decision on such punishment is made in court. In accordance with Part 2 of Art. 32.12 of the Code of Administrative Offenses of Russia the following actions can be performed: seals are applied, objects are sealed, etc. At the same time, witnesses are invited and an act is drawn up.
Temporary ban used before the court decides to suspend work. Compared to an administrative violation of rights, a temporary ban does not require a court decision. Based on Part 2 of Art. 27.16 of the Code of Administrative Offenses, these actions are performed by an authorized official, drawing up a protocol. The duration of the ban does not exceed 5 days (from the actual stoppage of work).

Before suspending activities and submitting an application, the taxpayer must contact the tax inspector, checking the debts for all fines, penalties, taxes and paying everything when they are identified.

After this, an application form to the tax office for suspension of the submission of reports is filled out in 2 copies, which indicates the period (its duration should not be more than 5 years). The completed application is accompanied by reporting on all types of taxes, other types of mandatory payments, social contributions and pension contributions from the beginning of the reporting period until the time of suspension of the company. It does not matter that the deadline for submitting the next forms has not arrived.

In accordance with the application, within 3 days the tax authority approves the decision to suspend the submission of reports or refuses. There are several reasons for refusal:

the existence of tax debts from the company during this period;
failure to submit required reports.

Upon receipt of a refusal, the organization must eliminate its reasons and submit the next package of documentation. The taxpayer receives the decision made by mail or in person at the Federal Tax Service.

Voluntary suspension

For voluntary suspension, the following algorithm of actions is carried out:

An order to suspend work is issued.
Employees are granted leave without pay.
The tax authority is notified.
The company’s obligations are fulfilled, active transactions are closed and lease, supply agreements, etc. are terminated.
Reports are compiled and submitted during the suspension.
Funds in the current account are frozen.

First, an order is issued on a special form, which all employees must familiarize themselves with. It is signed by the manager. The document reflects the reason for the suspension of activity, the period of its beginning and completion. To extend the deadline, the manager issues a new order. This document is also created when activities are resumed.

To ensure that the company does not have difficulties, it is necessary to draw up tax reporting and pay the established fees. This is necessary to submit “zero” returns to the tax authorities. There is no need to close bank accounts so that an inspector does not come with an inspection.

If the system is used taxation UTII, then the company will not be able to freeze its work (deregistration will be required to stop crediting taxes).

If the company has debt obligations to regulatory authorities and partners, they must be closed before suspension. Otherwise, you will need to pay fines and penalties. In addition, litigation with partner companies due to unpaid debts is possible.

You can preserve the money that is part of the property, but you will need to pay.

Registration of employees for this period

In case of voluntary cessation of activities, it is necessary to resolve the issue of staff remuneration. After all, if at least one employee is officially registered in the company, then he needs to receive a salary, pay contributions to extra-budgetary funds and taxes. You should not force specialists to arrange care at your own request because possible difficulties with labor inspectors.

In the drafted order to freeze activities, the manager must indicate the reason (financial difficulties) and notify all employees. Due to the fact that they will not receive money for a long time, they themselves will write a letter of resignation. And the remaining people can be sent on unpaid leave.

If the company's financial situation is not critical, employees can be hired part-time and given administrative leave. But they will not receive vacation pay, as well as other subsidies and compensation provided by law.

As an alternative, for a company with a large staff, it is possible to partially reduce it. But you will have to pay significant compensation provided for such a break in the employment contract.

It is possible to pay downtime to employees in the amount of at least 2/3 of the salary.

Submission of reports and other nuances

An enterprise that has suspended its activities is required to regularly submit reports. Otherwise, the temporary suspension of work will be equivalent to imaginary bankruptcy. Due to the zero balance, no difficulties are expected with the preparation of declarations.

Before submitting the first reports after the freeze, you should make sure that the dismissed employees are fully paid. The company also needs to keep a book of income and expenses and regularly submit information about the average number of employees.

Tax Service Alert

It is important to notify the tax service about the suspension in a timely manner. The notification is issued in the form of a corresponding letter, which must be sent to the address of the Federal Tax Service. It is drawn up on official letterhead, sealed and certified by the manager.

Its wording is similar to that of an order; the reason for freezing activities and its duration (if specified in the order) are also indicated. This letter will reflect the organization’s readiness to cooperate with the tax authorities, make its activities transparent, and simplify relationships with inspectors.

Withdrawal of fixed assets from use

Due to the fact that fixed assets will not be used for some period of time, a decision should be made to decommission them (depending on specific circumstances). If they are not withdrawn, then depreciation is charged. Therefore, in the event of a long-term shutdown of the enterprise, it is better to add a clause to the order regarding the removal of the operating system from use or to draw up a conservation act.

Properly executed suspension of a company's operations will relieve it of the financial burden and protect it from bankruptcy. At the same time, there is no need to go through a repeat process, select a suitable premises, raise your reputation in the market, pay salaries, fees and taxes at the wrong time.

One ancient sage said - “God forbid you live in a time of change!” This wisdom remains relevant to this day. Every presenter commercial activities, knows that change entails a crisis, which gives rise to a whole bunch of financial problems. During such a period, many are thinking about closing their businesses in order to avoid huge losses that could completely destroy the business. The most ideal recipe in the event of such a situation is not the complete liquidation of the company’s activities, as many people think, but the suspension of operations until a favorable economic climate appears. Moreover, a temporary suspension of the enterprise’s activities can be done by both regulatory authorities and the founders themselves.

There may be several reasons for stopping the activities of an LLC.

IN legislative framework Russian Federation There is no such concept as suspension of the functioning of an enterprise or economic organization. This lack of established regulations confuses many, especially beginners.

When there are entire volumes on the issue of creating and completely liquidating a company regulatory documents, then administrative termination of activities is not regulated by anything. By this procedure it is simply necessary to understand that the company is not actively operating and is temporarily freezing its commercial activities. By no means, such actions do not exempt you from submitting zero reports.

General concepts of voluntary temporary termination of the operation of an enterprise

Voluntary stoppage of work of a production company or entity economic activity for a certain period of time - this is a forced method used due to the impossibility of normal functioning in a specific situation. There are several reasons for this - economic, technical and emergency.

Of course, without any dispute among this enumeration, economic reasons are the most important. Themselves economic forces Suspension of activities can be divided into several components. These include:

The emergence of unevenness in the context of market relations.
The market is affected by the virus of the economic and financial crisis, which significantly reduces the flow of active commercial activity.
The result of errors in economic management.

At times, such significant economic disasters occur that they force many businessmen to completely liquidate their enterprises. Although this is not the right way out. The right way is to suspend the activities of the LLC until the situation normalizes.

Generally accepted rules of action

The procedure for suspending the functioning of an LLC consists of several stages

Typically, the procedure for suspending operation is carried out according to generally accepted regulations, consisting of several stages:

Stage 1. It is necessary to create and approve an order document stating that the company is temporarily ceasing its operations.
Stage 2. Fulfill all undertaken obligations. Terminate agreements with the category of counterparties, which include partners, clients and suppliers.
Stage 3. Settle all working issues with the company’s employees during the freezing of production activities.
Stage 4. Accept necessary measures to preserve property and equipment, as well as to minimize financial charges for maintaining assets in bank accounts with financial institutions.
Stage 5. In written appeals to all supervisors government agencies indicate the fact of suspension of the enterprise, and send them out in the prescribed manner.

For managers manufacturing companies and business organizations, it is necessary to remember that during the suspension of the performance of their functions, it is mandatory to conduct this. This must be done to generate reporting documentation, which, despite the hibernation mode, will need to be submitted to the tax authority within a specified period of time.

The need to exclude main equipment and auxiliary technical means from the operating mode

Based on the fact that the main equipment and auxiliary technical means will not function during a process such as the suspension of the LLC’s activities, you need to think about the issue of removing it from operational mode. What does this mean and how is it done?

There are no difficulties here. You just need to compare all the circumstances. When the main equipment and auxiliary technical means are not removed from operation, depreciation hours will automatically be charged. Here you need to remember that regulatory authorities are very attentive to such

Based on this attitude of the regulatory authorities, it is best to issue an order to the enterprise to remove the main equipment and technical means from operation for a period of downtime. The most ideal solution in this situation would be to carry out conservation in the manner prescribed by regulations.

The procedure for registering employees on leave at their own expense

The difficult moment is the dismissal of employees

It is no secret that freezing the activities of any company will cause a massive mass crisis. But many workers will give a voluntary agreement to wait out the difficult times and continue when they recede. labor activity. What to do with this category of people? Which correct actions what to do about them?

First of all, you need to issue an order for such employees at your own expense. Moreover, this must be done separately for each face. This point is the most important in this procedure, since it completely eliminates the payment of relevant tax fees when the enterprise is in sleep mode. Otherwise, if not created of this order the company will be forced to charge wages, and do

It is worth remembering that the procedure for applying for leave without pay also applies to the company’s main specialists.

Correct information to the tax authority

The tax inspectorate, among all regulatory government institutions, should be the first to receive information about the temporary closure of an enterprise. To do this, you need to draw up a notification letter and send it to the address structural unit tax authority. This document is prepared on letterhead, it must bear the company seal and signature

The format of the text of the letter should not differ from the content of the order issued on the occasion of the suspension of work. Such a letter is necessary to provide a guarantee to the state tax institute that the company will not avoid cooperation, and will not hide the direction of its work. The third criterion of necessity is that such a close relationship will always relieve a company that has suspended its activities from unnecessary problems.

Do you need to notify anyone if you decide to temporarily suspend your business? Look for the answer in the video:

One of the components of the system of administrative penalties in the Russian Federation is administrative suspension of activities. This type of punishment is considered a relatively new administrative measure and is contained in the exhaustive list of types of punishment for committing administrative offenses, reflected in Article 3.2 of the Code of Administrative Offenses of the Russian Federation.

Administrative suspension of activities consists of temporary cessation of work of persons engaged in entrepreneurial activity without education legal entity, legal entities, their branches, representative offices, structural divisions, production sites, as well as the operation of units, facilities, buildings or structures, implementation individual species activities, provision of services.

This type of punishment is a measure of administrative coercion, and in essence it should help achieve greater protection of the rights and interests of citizens and legal entities. Administrative punishment for committing an administrative offense is imposed within the limits established by law, providing for liability for this administrative offense in accordance with the Code of Administrative Offenses of the Russian Federation.

By virtue of Article 3.12 of the Code of Administrative Offenses of the Russian Federation, administrative suspension of activities is assigned only in cases provided for by the articles of the special part of the Code of Administrative Offenses of the Russian Federation, if a less severe type of administrative punishment cannot achieve the goal of the administrative punishment.

According to Article 3.1 of the Administrative Code of the Russian Federation, administrative punishment is applied in order to prevent the commission of new offenses by the offender himself and other persons. Punishment cannot be intended to cause harm business reputation legal entity.

Proceedings regarding an administrative offense committed by the subject of the offense begin after the authorized official discovers sufficient grounds indicating the existence of an administrative offense event. A protocol on the commission of an administrative offense, in accordance with Part 1 of Article 28.2 of the Code of Administrative Offenses of the Russian Federation, is drawn up. By general rule, enshrined in Article 28.3 of the Code of Administrative Offenses of the Russian Federation, protocols on administrative offenses are drawn up by officials of bodies authorized to consider cases of administrative offenses, within the competence of the relevant body.

Cases of administrative offenses are considered by judges and authorized officials of the relevant bodies within their competence. Based on Part 2 of Article 23.1 of the Code of Administrative Offenses of the Russian Federation, the cases of administrative offenses specified therein, allowing for the possibility of administrative suspension of activities, are considered by judges only if the body or official to whom the case of such an offense was received transfers it to the judge for consideration.

The responsibility for sending the protocol to the court rests with the person who compiled the protocol. It should be noted that the very fact of such a transfer does not mean that the judge will impose a punishment solely in the form of suspension of activities.

The court is not bound by the parties' arguments and considers each case independently, comprehensively and objectively. The leading role in this case is played by the evidence presented to the court to justify the need to make a decision to impose punishment in the form of administrative suspension of activities.

The maximum period for which activities can be administratively suspended is 90 days. This period is calculated from the moment of actual suspension of the activities of the subject of the offense, as well as the operation of units, facilities, buildings or structures, the implementation of certain types of activities, and the provision of services.

During administrative suspension of activities, the use of measures that may lead to irreversible consequences for production process, as well as for the functioning and safety of life support facilities.

The head of the subject of the offense must issue relevant organizational and administrative documents aimed at executing the decision made in the case of an administrative offense for which a punishment of administrative

suspension of activities. In practice, as a rule, such a document is an order. It states:

date from which certain activity administratively suspended;
measures aimed at eliminating violations and their timing;
Full name of the persons responsible for the implementation of the measures provided.

If the guilty person promptly takes measures to eliminate the circumstances that became the reason for imposing an administrative penalty in the form of administrative suspension of activities, then he has the opportunity to resume the suspended activities ahead of schedule. To do this, the subject of the offense must submit a petition to the court, body, or official who imposed the administrative punishment in the form of administrative suspension of activities, on the basis of which the execution of the punishment can be terminated.

In this case, the judge, body, official who imposed an administrative penalty in the form of administrative suspension of activities, in accordance with Part 3 of Article 32.12 of the Code of Administrative Offenses of the Russian Federation, is required to request the conclusion of an official authorized, in accordance with Article 28.3 of the Code of Administrative Offenses of the Russian Federation, to draw up a protocol on an administrative offense. Upon receipt of a corresponding request from the judge, in order to prepare a conclusion, the official authorized, in accordance with Article 28.3 of the Code of Administrative Offenses of the Russian Federation, to draw up a protocol on an administrative offense, verifies that the circumstances that served as the basis for imposing an administrative penalty in the form of administrative suspension of activities have been eliminated. The conclusion is given in writing, indicating the facts and circumstances indicating that the subject has eliminated (or failed to eliminate) the offense. The conclusion is not mandatory for the judge, body, official who imposed an administrative penalty in the form of administrative suspension of activities, and is assessed according to the rules established by Article 26.11 of the Code of Administrative Offenses of the Russian Federation. Thus, a judge, members of a collegial body, an official conducting proceedings in a case of an administrative offense evaluate the evidence according to their inner conviction, based on a comprehensive, complete and objective study of all the circumstances of the case in their totality. No evidence can have predetermined validity.

The disagreement of a judge, body, or official with the conclusion must be motivated. In accordance with Part 4 of Article 32.12 of the Code of Administrative Offenses of the Russian Federation, a judge, body, or official, after examining the submitted documents, makes a decision to terminate the execution of an administrative penalty in the form of administrative suspension of activities or to refuse to satisfy the petition.

The date of resumption of activity of the legal entity, its branch, representative office, structural unit, production site indicate in the resolution the early termination of the execution of an administrative penalty in the form of administrative suspension of activities. This resolution also indicates the dates for the resumption of operation of units, facilities, buildings or structures, the implementation of certain types of activities (works), and the provision of services.

If the period of administrative punishment has expired and the violations have not been eliminated, in this case a new violation will occur, the commission of which will again draw up a protocol on an administrative offense, and measures to ensure the proceedings in the case of an administrative offense can be applied in the manner prescribed by Chapter 27 of the Code of Administrative Offenses RF.

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 the company is located in crisis situation, and the founders have a desire to wait out unfavorable times without critical measures, in practice a temporary cessation of activities is used. What is it and how is it formatted?

There's no such thing normative act, which 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 specify the right of companies to stop their activities for a certain time, in reality this occurs 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 on time, Pension Fund, Social Insurance Fund and Rosstat, albeit 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 operation took place on your bank accounts, the Federal Tax Service inspection 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.

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