Temporary suspension of the economic activity of the enterprise. Termination of an organization's activities (options for liquidation of a company)

When is a suspension order issued?

The legislation does not contain a clear and uniform definition of the term “suspension of activities”, however, it contains several terms that are similar in meaning.

Temporary cessation of an enterprise's activities involves, in particular, downtime (Article 157 of the Labor Code of the Russian Federation, hereinafter referred to as the Labor Code of the Russian Federation).

It is also called voluntary suspension, when the order is issued at the initiative of the LLC management. Such a suspension:

• may be caused by internal reasons of a financial, technological and even organizational nature;
• may be canceled at any time by an administrative act of the LLC management.

A mandatory suspension is distinguished from a voluntary suspension of activities, which:

• is a forced measure;
• can be introduced and canceled only by power structures.

The activities of the LLC are suspended:

1. If sanitary rules are violated when carrying out activities (Article 24 of the Law “On the Sanitary and Epidemiological Welfare of the Population” dated March 30, 1999 No. 52-FZ).
2. In case of suspension of the license (Article 20 of the Law “On Licensing of Certain Types of Activities” dated May 4, 2011 No. 99-FZ).
3. In case of suspension of accreditation (Article 23 of the Law “On Accreditation in the National Accreditation System” dated December 28, 2013 No. 412-FZ).
4. In case of suspension of membership in a self-regulatory organization (for example, auditors; Article 20 of the Law “On Auditing” dated December 30, 2008 No. 307-FZ).
5. When imposing a punishment in the form of administrative suspension of activities (Article 3.12 of the Code of Administrative Offenses of the Russian Federation).

Sample order to suspend the activities of an LLC. Legal consequences of suspension

Whatever the reasons that prompted or forced the management of the LLC to suspend its activities, it still needs to take a number of measures and determine the fate of the personnel and property of the enterprise for the coming period.

The starting point for suspending activities is the order of the head of the LLC to introduce such a regime. The order must reflect the main points regarding:

• workers (their transfer or payment for forced downtime);
• property (the procedure for protection and sealing is established, and responsible persons are appointed);
• conservation of objects (for example, Article 752 of the Civil Code of the Russian Federation implies certain legal consequences after conservation of construction, but their implementation requires coordinated actions of the customer and contractor).

Note! Some personnel may be transferred to another job for no more than 1 month. In such circumstances, prior obtaining the employee’s consent is not required if the conditions established by Art. 72.2 of the Labor Code of the Russian Federation, and wages not lower than the previous average earnings.

If such a transfer is impossible, a downtime regime is introduced, during which the employee is paid 2/3 of the average earnings (Article 157 of the Labor Code of the Russian Federation).

Important! Taking leave without pay is possible only at the request of the employee.

Important! The management of the LLC is obliged to notify the employment authorities of the decision to suspend activities within 3 working days (Article 25 of the Law “On Employment in the Russian Federation” dated April 19, 1991 No. 1032-1).

The order to suspend the activities of the LLC can be downloaded from the link: Order to suspend activities.

Administrative suspension of activities

Administrative suspension of activities (ASA) is one of the types of administrative punishment, applied only in cases where it is directly provided for in the Special Part of the Code of Administrative Offenses of the Russian Federation. APD is used as the main type of punishment and is permissible only when a less severe form cannot achieve the purpose of punishment.

Thus, the Supreme Court of the Russian Federation (Resolution No. 306-AD16-6443 dated June 24, 2016) considered it legal and justified to replace the APD imposed by the court of 1st instance in relation to a construction organization constructing an object without a permit with a significant fine.

APD is possible in relation to:

• enterprises in general;
• branches, workshops, divisions of the enterprise;
• a certain type of activity of the enterprise.

APD, like any suspension of activity, does not relieve the LLC from its obligations to maintain accounting and tax records, submit reports and pay taxes and other payments.

The APD is appointed by a judge, and for offenses related to industrial safety - by officials of the relevant executive body. The term of the APD cannot exceed 90 days. The execution of the APD is carried out by a bailiff, who seals office premises, warehouses and applies other measures provided for in Art. 109 of the Law “On Enforcement Proceedings” dated October 2, 2007 No. 229-FZ.

Important! The fact that the APD may in any way affect the rights and interests of other persons cannot affect its application. For example, the Constitutional Court of the Russian Federation (ruling No. 462-O dated March 29, 2016) did not recognize the rules on APD as contradictory to the Constitution, even if its appointment violates the property rights of citizens and third parties.

So, voluntary suspension of activities can be caused by internal reasons and is carried out on the basis of an order from the executive body of the LLC. Forced suspension is possible as a result of suspension of a license, accreditation, membership in an SRO, or may be imposed in the form of an administrative penalty. In any case, the management of the LLC should determine the fate of the personnel and either transfer them to another job or pay for downtime.

Up to the point of need close the company so as not to incur losses.

But it is not at all necessary to sign your complete helplessness and start the process of the company - it is possible to simply suspend its activities temporarily until the situation becomes favorable for further work.

Moreover, this can be done by both regulatory authorities when violations in the work of the company, and the management itself for any reason.

Correcting the violations and waiting for the end temporary ban you can return to work, and if you took the company away on your own initiative, you can resume activity at any moment - no one will control it.

What should the owner of a company located on the verge of closing and how to save your reputation and your family with the least loss? How does it work and what needs to be done to suspend activities? Let's look at the nuances of suspending the organization's work.

How does the law regulate the issue?

No matter how strange it may be, but there is no such concept in the law, as “suspension of the organization’s activities.”

If various articles of regulations are devoted to the creation and liquidation of an LLC (legal entity), then the procedure for administrative suspension of activities is nothing not regulated.

What exactly is meant by this process?

It's simple: enterprise stops working at full capacity and no longer conducts any commercial activities, which does not relieve him of the need to submit a zero. However, it is always possible back to work in a normal manner without unnecessary formalities.

Procedure

We emphasize once again that there are no clear instructions, just as in what time frame is it necessary? do something if you intend to stop the operation of the enterprise. It is only important to resolve all issues related to the company’s activities and not break the law:

1. First of all, you need to publish on suspension of activities indicating the reasons for the decision.
2. First fulfill obligations, close all transactions and terminate contracts with counterparties– suppliers, partners, clients.
3. Then deal with to release employees from work for the period of suspension of activities.
4. Take care of enterprise property and minimize possible costs of maintaining assets during the period of transition to “sleep mode”.
5. Notify in free form (in the form of a letter) all interested regulatory authorities(the main thing is to notify) about the decision to suspend activities.

With all this, you need to continue to lead in order to cook.

However required condition for filing zero - complete absence of movement on accounts and lack of income/expenses. For this reason it is necessary stop any account transactions and do not make cash payments.

Main - no obligations, then you can calmly take a time out and put all financial flows on pause, terminating all supply contracts, leases, etc.

Dismissal of employees during the “freezing” of the company

According to the Labor Code, the employer must pay employees for forced downtime arising through his fault, in the amount of 2/3 of the employee’s average earnings. But there is an opportunity to save on maintenance, which is not needed now and it is unknown when it will be needed:

By agreements with the team management can choose the appropriate method for employees or, on the contrary, detaining them on staff so that, if necessary, valuable personnel started work without delay.

Labor Code of the Russian Federation Article 77. General grounds for termination of an employment contract
1. The grounds for termination of an employment contract are:

• agreement of the parties (Article 78 of this Code);
• expiration of the employment contract (Article 79 of this Code), except for cases where the employment relationship actually continues and neither party has demanded its termination;
• termination of an employment contract at the initiative of the employee (Article 80 of this Code);
• termination of an employment contract at the initiative of the employer (Articles 71 and 81 of this Code);
• transfer of an employee, at his request or with his consent, to work for another employer or transfer to an elective job (position);
• the employee’s refusal to continue working in connection with a change in the owner of the organization’s property, with a change in the jurisdiction (subordination) of the organization or its reorganization, with a change in the type of state or municipal institution (Article 75 of this Code);
• the employee’s refusal to continue working due to a change in the terms of the employment contract determined by the parties (part four of Article 74 of this Code);
• the employee’s refusal to transfer to another job, required for him in accordance with a medical report issued in the manner established by federal laws and other regulatory legal acts of the Russian Federation, or the employer’s lack of relevant work (parts three and four of Article 73 of this Code);
• refusal of the employee to be transferred to work in another area together with the employer (part one of Article 72.1 of this Code);
• circumstances beyond the control of the parties (Article 83 of this Code);
• violation of the rules for concluding an employment contract established by this Code or other federal law, if this violation excludes the possibility of continuing work (Article 84 of this Code).

2. An employment contract may be terminated on other grounds provided for by this Code and other federal laws.

3. Part three is no longer valid.

What to do with the assets?

Fixed assets(machinery, equipment, buildings and property complexes) on the organization’s balance sheet can be mothballed when the LLC’s activities are suspended.

In this case you will not have to charge depreciation, if conservation was carried out for a period of more than 2 months. But you will have to pay, so it’s worth considering options for transferring assets owned by other companies.

Submitting reports

If the operation of the LLC is suspended, you will still have to pay taxes and submit reports on all topics fiscal fees, as when working at “full strength”.

If necessary, you can take a break from work at any time suspend the activities of the LLC. A certain legally regulated procedure for terminating the work of enterprises does not exist.

That's why the main task of the authorities– clean up all the “tails” and figure out what to do with the company’s resources – labor, financial, production.

Suspension of company activities does not exempt from liability upon delivery - during the entire break in work you will need to submit zero data.

The means to “freeze” a company during a crisis is to suspend the activities of the LLC without liquidation, which must be carried out competently and accurately. Let's analyze this procedure step by step, and also consider suspending the liquidation of a legal entity in court and canceling the closure of an LLC on the initiative of the founders who have changed their minds about stopping the business forever.

Suspension without liquidation by court decision

The procedure for liquidating an LLC is clearly regulated by five articles of the Civil Code of the Russian Federation, while the suspension of activities without liquidation of a legal entity is not provided for by the Code on Civil Legal Relations. Nevertheless, the freezing of a company can be carried out either by a court decision or at the request of the owners (founders).

Suspension of activities by the court is imposed as an administrative penalty on the basis of Art. 3.12 Code of Administrative Offenses of the Russian Federation.

The court may suspend the functioning of the LLC if:

• the company's activities pose a threat to human life and health;
• the company is engaged in production that causes significant harm to the environment;
• violations related to the use and trafficking of narcotic drugs and substances were recorded;
• the company violated the legislation on combating the financing of terrorism and legalization of proceeds from crime;
• a completely different administrative offense specified in Part 1 of Art. 3.12 Code of Administrative Offences.

According to Part 2 of Art. 3.12 the court has the right to suspend the activities of a legal entity in connection with an administrative violation for a period of no more than 90 days.

Suspension of LLC activities by the founders

Since the Civil Code of the Russian Federation and other federal laws do not allow the suspension of the activities of an enterprise by decision of the owners or management, in a state of freezing the LLC is still obliged to:

• pay current expenses, including payments to employees who refuse to quit or go on unpaid leave;
• maintain accounting records and submit reports of all types;
• act as a defendant or third party in court.

Important: suspension of the activities of a legal entity is, by law, downtime due to the fault of the employer. In this case, the latter is obliged to pay employees for downtime in an amount not lower than the average salary of each (Article 157 of the Labor Code of the Russian Federation).

Before suspending the operation of an LLC, you should correctly assess the costs and think carefully about whether the best solution would be to voluntarily liquidate the company with exclusion from the Unified State Register of Legal Entities and open a new legal entity when the time comes to resume business activities.

If a choice is made in favor of suspending the activities of an LLC without liquidation, how to formalize the freeze in accordance with tax and labor laws?

Step-by-step algorithm:

1. 2 months before the suspension of activities, issue an order to temporarily stop the enterprise with the obligatory indication of one or more serious reasons for making such a decision. The document should also reflect the procedures required before a temporary suspension and designate those responsible.
2. Familiarize each employee of the company with this order against signature. Accept applications for unpaid leave and dismissal (if any), issue relevant orders and familiarize employees with them under signature.
3. Notify the tax authority in writing that the company is temporarily ceasing operations and will submit zero reports. If the Federal Tax Service does not receive such a notification, it has the right to conduct an unscheduled tax audit based on a sharp reduction in the amount of tax payments.
4. Collect debts to the company and pay off creditors. This is necessary to avoid claims from creditors threatening penalties and fines, and unplanned receipts of funds. If even one payment comes to the company’s “frozen” account, you will have to prepare non-zero reports and pay tax.
5. Submit an application to the bank to temporarily block the account.

After these steps, all that remains is to submit zero reports to the Federal Tax Service, Social Insurance Fund, Pension Fund and Rosstat. If the director or founder of the company cannot provide reports in his own hand, he has the right, by agreement, to appoint his representative, issue a power of attorney in his name and have it notarized.

If the suspension without liquidation of the LLC lasts 1 year and the company does not submit reports, the Federal Tax Service will decide to exclude the company from the Unified State Register of Legal Entities (Article 21.1 of Law No. 129-FZ).

Suspension of liquidation of LLC by court

A court or arbitration court may suspend the liquidation of an LLC, begun by decision of the owners (founders), by sending to the registration authority an act of legal proceedings on a statement of claim, which contains claims against the company at the stage of liquidation.

The legal entity will not be excluded from the Unified State Register of Legal Entities until the registration authority receives a court decision on this claim.

The creditor does not need to submit a separate application to suspend the liquidation of the legal entity; a claim to the arbitration court regarding the company’s obligation is sufficient.

If the company does not have enough funds to pay creditors, the company will have to be liquidated through bankruptcy proceedings.

Cancellation of LLC liquidation by participants

The owners of an LLC cannot suspend the liquidation of a legal entity by decision of the participants (founders) after the corresponding notification has been sent to the Federal Tax Service, but they can cancel the closure of the company.

Nothing can be done only if the termination procedure is completed and information about liquidation has already been entered into the Unified State Register of Legal Entities.

If the founders have not yet sent notices of termination to the Federal Tax Service and other government bodies, they can easily cancel the minutes of the meeting that made the decision to liquidate and continue the operation of the enterprise.

If the Federal Tax Service received a notification about the closure of a legal entity and made an entry that the company is being liquidated in the Unified State Register of Legal Entities, you need to:

1. Hold a general meeting of the founders (participants) of the LLC, draw up a protocol on the unanimous decision to cancel the liquidation of the company.
2. Fill out forms P14001 (on changes to the Unified State Register of Legal Entities) and P15001 (on canceling the closure of an LLC), and have it certified by a notary.
3. Send both forms along with the mentioned protocol to the tax authority.

Having received this small package of documents, the Federal Tax Service makes new entries in the Unified State Register of Legal Entities about the cancellation of the termination of the limited liability company, and the company remains in the category of existing legal entities.

Everyone knows that the liquidation of an LLC is an extremely complex process, but we are talking about complete liquidation. What is the suspension of LLC activities without liquidation? This case has several causes and actions.

An entrepreneur on his own is not able to freeze the activities of his LLC at the legislative level. Most often, the initiator of this process is the court. Why might this happen? Here are several reasons for suspending the activities of an LLC without liquidation:

• This LLC may somehow pose a threat to the lives and health of people.
• The activities of this organization may lead to a major accident or a large-scale disaster.
• The organization has an extremely strong influence on the decline of the environmental situation.
• There is financing of terrorist organizations.
• The LLC acts illegally, carrying out activities contrary to the legislation of the Russian Federation.

It follows that only a serious violation of the law can lead to the suspension of the LLC’s activities. The maximum period is 80 days. Upon the fact, a protocol is drawn up stating an administrative violation of the law.

Self-suspension

Despite the fact that the suspension of the activities of an LLC without liquidation is not stipulated in the legislation of the Russian Federation, this situation is extremely common in practice. However, if a mistake is made during such a procedure, the consequences will be disappointing. So, the suspension takes place in several steps:

• Responsible persons are appointed, the reasons are described and an order is drawn up.
• Then all employees are notified that the LLC’s activities will be temporarily suspended. A mandatory requirement is notification approximately a couple of months before the event itself. The employee's signature is also required indicating that he is familiar with this process.

An employee who refuses to do this writes a dismissal order. Those who agree to such conditions write a request for leave (unpaid). This statement is written not only by employees, but also by the entrepreneur himself.

Next, the tax office is notified that this LLC will be considered inactive for some time. You can find a sample application on the service’s websites. A prerequisite is the repayment of all debts both to creditors and to employees and banks. Otherwise, you may receive a fine. After all, any movement of funds requires reporting to the tax authorities. And in this case, the LLC will not be zero. By the way, freezing of bank accounts is also required.

Timely submission of reports to the tax service and various funds is very important. It’s not scary that the indicators are zero. If it is impossible to personally hand over the papers, a power of attorney certified by a notary is drawn up and sent to another person.

It is worth considering the fact that an LLC has the right to suspend its activities for no more than 12 months. If this deadline is violated, the services may require liquidation. As a result, the organization cannot be restored, as it will be deleted from the Unified State Register of Legal Entities.

Simple LLC without liquidation

It is very important that in the event of a sudden mass signing of documents on unpaid leave, payment is required to each employee for downtime. This procedure is prescribed in the Labor Code of the Russian Federation. It has a certain amount. The entrepreneur is obliged to pay employees downtime in the amount of two-thirds of the employee’s average salary. Therefore, it is advisable to try to avoid statements so as not to attract unnecessary attention. It is possible to pay employees for downtime without unnecessary paperwork, if they agree. If not, this can be resolved either by reaching an agreement, or you can invite the employee to write a letter of resignation.

Result of suspension of activities

So, suspension of LLC activities without liquidation is possible. It is a still functioning society with frozen accounts and employees on vacation. That is, it does not lose its employees, bank accounts, or creditors. And also continues to be listed in the Unified State Register of Legal Entities. Officially, this LLC has no expense or income items and is not burdened with paying taxes or other fees. This is a reasonable decision in case of a crisis situation, reparable bankruptcy or personal reasons.

Basically, the suspension of the activities of an LLC without liquidation occurs as a result of a court decision. The court is based on facts that contradict the legislation of the Russian Federation and makes a similar decision with the possibility of eliminating the reasons. However, an entrepreneur can independently suspend the activities of his LLC. Of course, this is not spelled out in legislation, but it is actively practiced. If such a decision is made, it is worth taking action responsibly. An error in this case will have an extremely negative impact on the development of the LLC.