Order on the temporary suspension of the organization. Liquidation of an enterprise: registration of an order and other necessary procedures. How to deal with obligations
The economic crisis has had a negative impact on many small businesses. Operating at a loss, enterprises are on the verge of closing. The only logical way out of this situation is the temporary suspension of the company's activities. Such a step of management avoids the complete closure of the business. In the framework of this article, we propose to consider the issue of how to formalize the suspension of an LLC without liquidation, as well as discuss several legal nuances associated with this process.
The control authorities or its management can suspend the functioning of the company for various reasons.
The main features of the suspension of LLC activities
There are many reasons that may lead to the need to temporarily freeze a business. The right to take such a step is granted to every company that is registered in Russia. Unlike private entrepreneurs, who can stop their business during illness or study, legal entities have a much smaller number of grounds for temporary freezing.
As a rule, the reason for stopping economic activity is the lack of income over a long period of time.
It should also be noted that the control authorities are given the right to temporarily freeze the activities of an LLC if various violations are detected. The current laws provide detailed information on the procedure for this procedure and the total downtime. At the end of this period, the company must continue its activities or completely close.
According to experts in the business world, a temporary suspension of activities does not always help solve financial problems. In most cases, it is more profitable for the founders to close the business in order to register a new company over time. These recommendations are explained by the fact that an idle enterprise is obliged to pay the rent of real estate and issue monetary compensations to its employees. This means that a temporary freeze can lead to an increase in receivables at the time the business is unfrozen.
It is important to note that in the current legislation there is no regulation according to which voluntary freezing is performed. However, many domestic entrepreneurs often start this process. The current regulations provide information only on the forced shutdown of the company. As a rule, such a decision is made by a judicial authority or regulatory authorities, which revealed gross violations during the audit.
When resorting to a temporary suspension of economic activity, it is necessary to take into account many subtleties and legal nuances. First of all, you need to carefully study the tax legislation. This Code provides information on how financial statements and a zero declaration are filled out in the absence of cash flows. In addition, business owners must comply with all requirements of the Labor Code. In this document, you can find information on the procedure for calculating payments to employees of an idle enterprise. The Code of Administrative Offenses of the Russian Federation provides information on the procedure for stopping the business activities of the company by decision of the control authorities. According to the established rules, this right is granted to the tax inspectorate, the fire service, the SES and other justice authorities.
Many entrepreneurs in a crisis are looking for ways to "save" their business. Types of business suspension without liquidation
When initiating the procedure under consideration, it is necessary to take into account many subtleties and legal nuances. As a rule, the procedure for stopping the activities of the company depends on whether this decision was made independently or is the result of a decision by the control authorities. Below we propose to consider the main subtleties of the process associated with the temporary closure of the company.
By the tribunal's decision
There is no regulation in the Code of Administrative Offenses that regulates the process of temporary suspension of economic activity. This means that when starting this process, it is necessary to be guided by the Civil Code. The management of the company can independently launch this procedure, having previously held a meeting of the founders. However, in some cases, the reason for the need for temporary freezing is the decision of the judicial authority.
The Code of Administrative Offenses of the Russian Federation provides information that a temporary stop of economic activity is one of the types of administrative penalty. This type of penalty is provided for those companies that pollute the environment, are engaged in drug trafficking or pose a threat to the health and life of people around them. Detailed list administrative offenses that provide for this punishment, is given in the third article of the Code of Administrative Responsibility. According to the established rules, the total duration of such a stop should not exceed three months.
By decision of the founders
Suspension of the activities of a legal entity by decision of the founders is drawn up in a completely different way. There is no regulation in the current laws allowing business entities to freeze their business on their own. This means that frozen companies are required to do the following:
- Prepare accounting reports and tax returns.
- Participate in court hearings as a defendant or a third party.
- Responsible for financial obligations to employees and contractors.
In order to start this process, you must perform a certain sequence of actions. Company management must notify employees of the stop sixty days in advance of this process. When preparing an administrative act, it is necessary to indicate the grounds for making this decision. In addition, it is necessary to develop the procedure for carrying out this procedure and indicate the employees appointed by the responsible persons. Each employee of such an organization should familiarize himself with the contents of the order of the management. Next, management needs to accept applications for dismissal or departure of employees on unpaid leave. When accepting each document, the administration of the company must prepare the relevant acts.
First of all, you need to follow the procedure so that there are no problems with the law Before initiating this procedure, the management of the company must send a written notification to the tax office. This step allows the company to use zero declarations. In the absence of a written notification, the tax authority has the right to initiate an unscheduled audit. The reason for the audit is a sharp decrease in regular contributions. After that, the company must collect debts from its partners and pay off its own financial obligations. Otherwise, the company faces litigation and penalties from creditors. If, after stopping economic activity, the company conducts at least one financial transaction, then its management will need to pay tax, according to the chosen taxation regime.
According to the established rules, zero reporting is submitted not only to the tax service, but also to other authorities. Among them, Rosstat, the Pension Fund and the Social Insurance Fund should be singled out. The management of the company has the legal right to appoint one of the employees as a responsible person who will be entrusted with the distribution of notifications and zero declarations. For this purpose, it is necessary to issue an official power of attorney certified by a notary agency. It is important to note that if the term for stopping economic activity exceeds one year, the tax inspectorate may exclude the organization from the register of legal entities. This rule is enshrined in one hundred and twenty-ninth Federal Law.
By decision of the participants
This process is practically the same as the procedure described above. The only difference is the fact that before making this decision, the company's management needs to hold a meeting of the company's participants. This event must be attended by all persons entitled to vote. The absence of the required number of participants to collect the quorum may be the reason for the impossibility of initiating the procedure.
It should be noted here that a temporary stop is considered by law as simple due to the fault of the company's management. Article one hundred and fifty-seven of the Labor Law states that each employee must receive compensation throughout the entire period of the freeze. The amount of compensation is equal to the average earnings of employees. Based on the foregoing, we can conclude that the frozen company must continue to meet its financial obligations to employees and contractors. In some cases best solution is self-closing business and liquidation of a legal entity. After a certain period of time from the moment of closing, the management of the company can create new business.
The liquidation of a legal entity involves the complete cessation of its existence, the dismissal of employees and the closure of all accounts Consequences of suspending the activities of an LLC without liquidation
When considering the question of how to suspend the activities of an LLC, it is necessary to pay attention to several important nuances. Below, we propose to discuss the procedure for dismissing employees, granting vacations and the rules for filing zero reports.
Dismissal of employees
To begin with, the company's management should carefully study all the norms of labor legislation related to this issue. According to the eighty-third article of the Labor Code, the company's management can dismiss employees due to the suspension of business activities only in case of emergency. Such situations include environmental disasters, major industrial accidents and viral epidemics. In other cases, only common causes to fire workers.
As a rule, most of the employees of frozen enterprises leave of their own accord. Also, the parties may enter into an agreement that implies the provision of financial compensation to the dismissed employee. In some cases, it is more expedient to initiate a staff reduction procedure. However, this procedure requires careful compliance with many legal formalities.
It is important to note that the course of action of the company's management depends on whether the temporary suspension of activities is a punishment from the control authorities. In the event that the reason for freezing a company is a violation of labor protection rules, the company's management is obliged to adhere to certain rules. All company employees must be provided with financial compensation equal to the average wage.
Grant of holidays
With the voluntary initiation of the procedure under consideration, the company's management needs to conduct an in-depth analysis of the company's personnel. It is possible to reduce the company's costs by providing employees with temporary unpaid leave. This approach allows management to return all workers after the restart of production. It is important to note that the suspension of the activities of an LLC is not a reason for sending employees on vacation at the discretion of management. This question must necessarily be agreed with the workers themselves.
If the employee refuses to leave, then the employer must pay compensation throughout the entire downtime. The rules for conducting this procedure are given in the sixth Decree of the Ministry of Labor of the twenty-seventh of June, one thousand nine hundred and ninety-six.
The right of enterprises to temporarily stop their work is not enshrined in law, but in practice such a procedure is carried out quite often Nuances of tax reporting
From the foregoing, we can conclude that the current laws do not have a regulation allowing the owners of frozen firms to stop keeping tax records. These obligations remain in force, despite the fact that there are no financial transactions. The twenty-third article of the Tax Code states that the company's management is obliged to submit accounting reports at the end of the year. Violation this rule may result in penalties.
Each company that is a taxpayer is required to file special declarations with the tax office, completed in the form provided for specific system payment of taxes. It is important to note that each organization acts not only in the status of a taxpayer, but also a tax agent. This means that the company's management must comply with all its financial obligations to employees, partners and government authorities.
The nineteenth article of the Code of Administrative Offenses provides information on the amount of penalties in the event that a company refuses to provide declarations and statistical reports to off-budget funds. Also, penalties threaten those companies that do not respond to requests from regulatory authorities.
Required documents and application for a simple organization
In the event that the reason for freezing the company is an administrative offense, bailiffs are required to seal all immovable objects belonging to the business entity. It is important to note that representatives of the bailiff service are required to adhere to the rules contained in Article 229 of the Federal Law. If it is necessary to temporarily suspend business activities, the company's management must draw up the following acts:
- An order on the temporary suspension of activities, listing the grounds for initiating this process and indicating the periods of downtime.
- Order on the provision of unpaid leave to employees.
- Written notification to the tax service and other non-budgetary organizations.
- Orders for the dismissal of employees by agreement of the parties.
All of the above documents are drawn up in free form, taking into account the basic rules of office work. Below is a sample order to suspend the activities of an LLC.
It is important that the suspension of the activities of an LLC without liquidation is carried out in the correct order, without gross errors that can contribute to negative consequences. Conclusions (+ video)
Based on the foregoing, we can conclude that the company's management can use many different grounds to temporarily freeze their business. When initiating this process, it is very important to comply with all the formalities and requirements of the law. It is recommended to pay special attention to the procedure for notifying employees of the company and regulatory authorities. The implementation of this step will avoid consequences that may adversely affect the future work of the organization.
Hello! In this article we will talk about the suspension of the IP.
Today you will learn:
- Can a sole proprietor take a break;
- What are the options for this?
- What obligations cannot be removed from the IP.
Can an IP suspend its activities
For one reason or another, entrepreneurs sometimes think - is it possible to suspend activities without incurring extra costs? This issue is often raised by businessmen, but rarely by lawyers.
According to the laws of the Russian Federation, an individual entrepreneur cannot temporarily suspend his work. This option is simply not provided, which means that there is no such procedure and scheme of actions.
In Russia, the activity of an individual entrepreneur can only be terminated. There is no provision for temporary suspension.
From a legal point of view, he always works, but whether he actually conducts activities is his own business. And even if the entrepreneur decides to "take a vacation", the state will not exempt him from reporting and paying taxes, contributions to state funds.
On the other hand, on some (except for), it is possible to file zero tax returns and thus exempt yourself from all expenses except contributions to the Pension Fund. But, you must admit that this is not an extra expense, but a concern for your own future.
Obligations of an individual entrepreneur who has suspended his activities
Even if an individual entrepreneur does not conduct any business and decides to temporarily suspend all business, he simply cannot relieve himself of a number of responsibilities.
Let's list them:
- Reporting to the Federal Tax Service, PFR, FSS;
- Contributions to the FIU;
- payment of taxes (if the temporary suspension affects business on UTII or a patent), in other modes - filing zero tax returns;
- Compliance labor rights hired workers.
Consequences of the suspension of the activities of the IP
There are no penalties for temporary retreat from business for individual entrepreneurs. But only if he has not stopped fulfilling his obligations to the state, which we have discussed above.
Otherwise, an entrepreneur who has returned from a voluntary vacation may face large fines for failure to submit reports and unpaid taxes.
It is useless to prove in court the absence of actual entrepreneurial activity - this does not relieve the individual entrepreneur from his obligations.
It is impossible to sue such fines, since they fully comply with the legislation stating that an individual entrepreneur conducts business activities all the time that he is registered in this role.
How to suspend an IP
As we have already said, according to the law, an individual entrepreneur cannot suspend his activities, but if the need for this nevertheless arises, you have to look for workarounds.
Before deciding how to formalize a pause in business, it is worth determining for how long the suspension is planned. If we are talking about a sufficiently long period, then the most obvious option is, and then open it again.
To suspend the activities of an individual entrepreneur through liquidation, it is necessary to provide to the tax office:
- Statement about.
- Receipt for payment of state duty.
- Sometimes - a certificate from the Pension Fund. In fact, the tax office itself can send a request to the Pension Fund, but not all branches do this.
The termination confirmation will be ready in five business days.
- Submit all reports to the FSS within 12 days;
- Notify the FIU of its closure, pay off existing debts;
- Deregister cash machine and close - if they were.
Register again as individual entrepreneur a citizen can at any time (even after a few days). To do this, you will have to again submit an appropriate application to the registration authority (tax office at the place of residence). There are also no restrictions on the number of openings and closings for individual entrepreneurs.
The costs of closing and opening an IP (160 and 800 rubles of state duty) in most cases are much less than the costs of taxes and deductions to funds awaiting an entrepreneur who has suspended, but not closed.
An individual entrepreneur may not formalize short-term breaks in his work, but he will still have to submit tax returns and pay contributions to the Pension Fund in the same way.
Almost no cost to suspend activities, without closing the IP, can be tax payers that depend on the income of the enterprise.
Entrepreneurs working in the UTII system can also minimize costs by voluntarily submitting an application for deregistration by imputation. During the "vacation" it is possible to switch to and submit zero reports. With the return to work, you can immediately apply for registration under UTII.
Suspension of the company's activities: analyzing the reasons
Organizations in the implementation of business given freedom of action. Indeed, according to the norms of the Civil Code, entrepreneurial activity is an independent activity carried out at one's own risk. However, such independence does not mean that the organization has the right not to comply with or ignore the norms of the current legislation. Activities of violators established order subject to compulsory suspension. In addition, the organization may temporarily stop commercial activities and by decision of its own head or founder.
Entrepreneurial activity is an independent activity carried out at one's own risk, aimed at systematically making a profit from the use of property, the sale of goods, the performance of work or the provision of services by persons registered in this capacity in the manner prescribed by law (clause 1, article 2 of the Civil Code of the Russian Federation)
Forced suspension of the company
The types of forced suspension of the organization's activities can be administrative suspension of activities and temporary prohibition of activities.
Administrative suspension of activities
Administrative punishment is a measure of responsibility established by the state for committing an administrative offense, which is used to prevent the commission of new offenses both by the offender himself and by other persons (part 1 of article 3.1 of the Code of Administrative Offenses of the Russian Federation).
In accordance with Article 3.2 of the Code of Administrative Offenses of the Russian Federation, administrative suspension of activities is a type of administrative punishment for committing administrative offenses. Only the court has the right to appoint him.
According to paragraph 1 of Article 30.12 of the Code of Administrative Offenses of the Russian Federation, a person in respect of whom proceedings are being conducted in a case of an administrative offense may appeal against a decision that has entered into force in the case of an administrative offense. Making a positive decision on the complaint gives the legal entity the right to compensation for the harm caused
Article 3.12 of the Code of Administrative Offenses of the Russian Federation states that the administrative suspension of activities consists in the temporary suspension of:
Activities of individual entrepreneurs, legal entities, their branches, representative offices, structural divisions, production sites for the operation of units, facilities, buildings or structures certain types activities (works), provision of services.
The maximum period for which an administrative suspension of activities can be established is 90 days (part 2 of article 3.12 of the Code of Administrative Offenses of the Russian Federation).
Administrative suspension of activities is applied in case of a threat:
The occurrence of an epidemic, epizootic, infection (contamination) of regulated objects with quarantine objects, the onset of a radiation accident or a man-made disaster, causing significant harm to the state or quality of the environment, to life or health of people
In addition, the activities of the organization may be suspended in the event of an administrative offense in the field of:
Trafficking in narcotic drugs, psychotropic substances and their precursors to combat the legalization (laundering) of proceeds from crime and the financing of terrorism established in accordance with federal law in relation to foreign citizens, stateless persons and foreign organizations restrictions on the implementation of certain types of activities; rules for attracting foreign citizens and stateless persons to labor activity carried out at retail facilities (including shopping malls) of the procedure for managing public order and public safety of urban planning activities
The decision to temporarily stop the activities of the organization is issued by judges of district courts on the basis of protocols on administrative offenses drawn up by an authorized official in accordance with the norms of Article 28.3 of the Code of Administrative Offenses of the Russian Federation (part 3 of article 23.1 of the Code of Administrative Offenses of the Russian Federation). The decision of the judge is executed by the bailiff immediately after its adoption (part 1 of article 32.12 of the Code of Administrative Offenses of the Russian Federation). Bailiffs act in the presence of attesting witnesses, and, if necessary, with the assistance of employees of the internal affairs bodies (Article 109 of the Federal Law of October 2, 2007 No. 229-FZ On Enforcement Proceedings). At the end of the execution of the decision, the bailiffs draw up an act.
From part 2 of Article 29.10 of the Code of Administrative Offenses of the Russian Federation it follows that the bailiff should not independently determine the measures that ensure the execution of the court order. They are appointed by the court. In accordance with Part 2 of Article 32.12 of the Code of Administrative Offenses of the Russian Federation, the following actions may be taken during the administrative suspension of activities:
Sealing of premises, places of storage of goods and other material assets, cash registers, sealing other actions that ensure the execution of the administrative suspension of activities
In the event of an administrative suspension of activities, it is not allowed to apply measures that may entail irreversible consequences for the production process, as well as for the functioning and safety of life support facilities.
Carrying out activities by a bailiff does not mean that the organization cannot do anything. She should make every effort to correct the violations committed. After all, the period for which you can suspend the activities of the company is quite large - 90 days. Therefore, its head must issue the relevant organizational and administrative documents, which indicate:
When issuing an order to suspend activities, the head of the company must ensure that all employees affected by this order are familiar with it. Therefore, this document should prescribe the duty of the heads of departments to bring the information contained in it to subordinates.
If the company timely performs work to eliminate the circumstances that were the reason for imposing an administrative penalty in the form of an administrative suspension of activities, then it has the opportunity to resume activities ahead of schedule. To do this, the organization needs to file a petition with the court, on the basis of which it can stop the execution of the punishment (part 3 of article 3.12 of the Code of Administrative Offenses of the Russian Federation). In this case, the court is obliged to request the conclusion of the official who drew up the protocol on the administrative offense on the elimination or non-elimination of the named circumstances. The conclusion is given in writing. It indicates the facts testifying to the elimination or non-elimination by the violator of the circumstances that served as the basis for imposing an administrative penalty in the form of suspension of activities. The conclusion is not mandatory for the judge and is analyzed in the manner prescribed in Article 26.11 of the Code of Administrative Offenses of the Russian Federation. The disagreement of the judge with the conclusion must be motivated.
A judge, members of a collegiate 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 proof can be had in advance established force(Article 26.11 of the Code of Administrative Offenses of the Russian Federation) After examining the submitted documents, the judge issues a decision to terminate the execution of an administrative penalty in the form of an administrative suspension of activities or to refuse to satisfy the petition (part 4 of Article 32.12 of the Code of Administrative Offenses of the Russian Federation).
The date of resumption of the activities of the company, its branch, representative office, structural unit, production site is indicated in the resolution on early termination execution of an administrative penalty in the form of an administrative suspension of activities. This resolution also indicates the date of resumption of operation of units, facilities, buildings or structures, the implementation of certain types of activities (works), the provision of services.
Bailiffs supervise the execution by the violator of the court decision on administrative punishment. In the event that the company resumes activities before the end of the suspension period, the bailiff has the right to fine the violator.
Upon the expiration of the period of suspension of activities, the bailiff is obliged to cancel the measures for the execution of punishment and issue a decision on the completion of the enforcement proceedings. If the term of administrative punishment has expired, and the violations have not been eliminated, then the bailiff is not entitled to extend the term of punishment. In this case, a new violation will take place, on the commission of which a protocol on an administrative offense is again drawn up (paragraph 7 of the letter of the Armed Forces of the Russian Federation dated 06.03.2006 No. 1936-5 / general).
note
If the company does not comply with the rules fire safety
One of the common reasons for the administrative suspension of a company's activities is non-compliance with the rules and regulations of fire safety (part 1 of article 20.4 of the Code of Administrative Offenses of the Russian Federation). After all, the requirement to comply with these standards applies to all companies and has no industry affiliation. While, for example, violation of sanitary and epidemiological requirements for the organization of catering for the population applies to public catering organizations (Article 6.6 of the Code of Administrative Offenses of the Russian Federation).
Suspension of account transactions
The issue of applying additional measures to the violator to suspend operations on accounts is resolved if he violates the legislation of the Russian Federation on combating the legalization (laundering) of proceeds from crime and the financing of terrorism. This follows from Part 2 of Article 29.10 of the Code of Administrative Offenses of the Russian Federation. Therefore, an organization whose activities are administratively suspended for violations other than the indicated violations do not have account transactions suspended. Therefore, it can pay for property, works and services necessary to eliminate violations.
Temporary ban on activities
Litigation takes time. Therefore, until the moment when a court decision to suspend activities is issued, a special measure is applied to ensure the proceedings in the case of an administrative offense. Namely, a temporary ban on activities (part 1 of article 27.1 of the Code of Administrative Offenses of the Russian Federation).
A temporary ban on activities can be applied if an administrative penalty in the form of an administrative suspension of activities is possible for an administrative offense (part 1 of article 27.16 of the Code of Administrative Offenses of the Russian Federation) This measure consists in a short-term termination of the activities of branches, representative offices, structural divisions of a legal entity, production sites, also the operation of units, facilities, buildings or structures, the implementation of certain types of activities (works), the provision of services (part 1 of article 27.16 of the Code of Administrative Offenses of the Russian Federation).
A temporary ban on activities is carried out by an official who has special powers to do so in accordance with Article 28.3 of the Code of Administrative Offenses of the Russian Federation. At the same time, an appropriate protocol is drawn up, which is sent to the district court along with a protocol on an administrative offense. The head of the enterprise is given a copy of the protocol, on the basis of which he issues an appropriate order to stop activities.
The term of a temporary ban on activities should not exceed five days (part 1 of article 27.17 and part 5 of article 29.6 of the Code of Administrative Offenses of the Russian Federation). This period is calculated not from the moment the protocol is drawn up, but from the moment of the actual termination of the activities of branches, representative offices, structural divisions of a legal entity, production sites, as well as the operation of units, facilities, buildings or structures, the implementation of certain types of activities (works), the provision of services (h 2 article 27.17 of the Code of Administrative Offenses of the Russian Federation). At the same time, the period of a temporary ban on activities is counted against the period of administrative suspension of activities (part 5 of article 29.6 of the Code of Administrative Offenses of the Russian Federation).
Voluntary suspension of activities
The grounds for the voluntary suspension of the activities of the organization, as a rule, are technical, organizational, economic reasons, natural or climatic conditions, emergency circumstances.
Voluntary suspension of activities (as well as forced) can apply either to the entire company as a whole, or to its branch, representative office, structural unit, production site. In addition, the operation of individual units, objects, buildings or structures can be stopped.
In any case, regardless of the reason for the suspension of activities, the principle documentation one - the issuance of an order (order) by the head of the organization. The order must indicate the reason, the date of commencement and end of the temporary suspension of activities, the list of units (sections, facilities, equipment) to be stopped, as well as the person responsible for the execution of this order (instruction).
Technical, organizational or economic reasons
Often, a temporary stop of the organization's activities is necessary for business re-profiling, technical re-equipment, reconstruction or modernization of equipment. Activities may also be suspended for economic reasons - due to a decrease in demand for the company's products or due to a disruption in the supply of raw materials, equipment, etc.
As already noted, in the event of a voluntary suspension of the organization's activities, its head is obliged to issue an appropriate order (instruction). But even before its registration, certain preparatory work must be carried out in the company.
So, if the temporary cessation of activity occurs for technical reasons, then design documentation is first developed, estimates are approved, and dates are set for the start and end of measures for the technical re-equipment (modernization) of equipment, buildings and structures. In a similar manner, a temporary suspension of activities for organizational reasons is made and formalized.
If the company suspends activities for economic reasons, for example, due to a decrease in demand for products (works, services), then the administrative document is issued on the basis of a memo from the head commercial department or other relevant department. It is advisable to attach a certificate from the accounting department and a report from the marketing service on the analysis of sales markets to the memo.
If the period of suspension of activities specified in the order has expired, and the functioning of the company cannot be restored, then a new order should be issued to adjust the end date. The decision to reduce the period of suspension of the organization's activities is drawn up in the same manner.
Seasonal nature of work
Seasonal production is production, the implementation of which is directly related to natural, climatic conditions and the time of year. This concept is applied to an organization and an individual entrepreneur, if during certain tax periods (quarter, half a year) their production activities are not carried out due to natural and climatic conditions (clause 2, article 11 of the Tax Code of the Russian Federation).
The list of seasonal industries and activities used for tax purposes was approved by Decree of the Government of the Russian Federation of April 6, 1999 No. 382
With the seasonal nature of the work, the company fully carries out activities for a certain period, when climatic conditions allow. The rest of the time, its activities are suspended. But this does not mean that the organization is closed. It continues to function, preparing for the new season. During the preparation period, the company, as a rule, has no revenue. To open or close the season, it is enough to order the head of the company, which will indicate the relevant dates. At the end seasonal work the administrative document must contain an indication of the need for preparatory work for the next season.
Note that the onset of seasonal work requires the involvement of additional labor resources. When concluding employment contracts with seasonal workers, personnel officers will be guided by the dates indicated in the order, and in accordance with it, indicate these dates in contracts concluded with employees.
License suspension
Some types of entrepreneurial activity are subject to compulsory licensing. Suspension of a license leads to the suspension of the licensed type of activity, but not the entire company as a whole. At the same time, the suspension of a license is not an administrative penalty, but is a special preventive measure directly related to the specifics of the activity, the implementation of which may affect constitutional rights and freedoms, as well as the rights and legitimate interests of other persons (paragraph 20 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated 02.06 .2004 No. 10)
extraordinary circumstances
The activities of the company may also be suspended due to force majeure circumstances. These include natural disasters, accidents, industrial accidents, epidemics and other unavoidable circumstances under the given conditions, when life or normal living conditions of the population are endangered.
Temporary termination of the company's activities in these cases is also carried out on the basis of an order (instruction) of the head, which indicates the suspension period. In addition, according to a separate order, a commission is being created, whose duties include finding out the causes of the disaster, coordinating the implementation of the necessary measures, as well as monitoring their implementation. It is possible to oblige the commission to draw up appropriate acts, which will reflect both the results of finding out the reasons for the downtime, and a set of measures developed to eliminate its consequences. The form of such an act is not regulated by law, therefore it is drawn up in an arbitrary form.
Settlement labor relations with employees during downtime
The employer is obliged to notify each employee of the organization (structural unit, operated facility) personally about the forthcoming suspension of activities (simple) for reasons related to ongoing changes in organizational or technological working conditions, and about the change in connection with this in the conditions provided for in employment contracts. This must be done in writing no later than two months in advance. The basis is article 74 of the Labor Code.
Conditions determined by the parties employment contract may be changed in some cases at the initiative of the employer, with the exception of changing labor function worker
Transfer of an employee to another job
If the employee does not agree to work in the new organizational and technological conditions, the employer is obliged in writing to offer him another available job that the employee can perform, taking into account his state of health. In the absence of such work or the refusal of the employee from the proposed work, the employment contract is terminated in accordance with paragraph 7 of Article 77 of the Labor Code of the Russian Federation.
For a period of up to one year, an employee may be temporarily transferred to another job with the same employer by agreement of the parties, concluded in writing (Article 72.2 of the Labor Code of the Russian Federation).
For a period of up to one month, an employee can be transferred without his consent to work not stipulated by an employment contract with the same employer in cases of downtime (suspension of activities for economic, technological or organizational reasons) and the need to prevent the destruction or damage to property, to replace a temporarily absent employee, if downtime and the need to prevent the destruction or damage to property or to replace a temporarily absent employee are caused by certain emergency circumstances.
If necessary, employees of the enterprise can be involved in the elimination of the consequences of emergency circumstances. In this case, the consent of the employee to transfer to another job is also not required. But do not forget that the duration of such a transfer cannot exceed one month (Article 72.2 of the Labor Code of the Russian Federation).
Is the employee required to be at the workplace during downtime
The location of the employee during downtime is not defined by law. Therefore, the employer has the right to independently determine whether the employee should be at the workplace during the downtime or not.
In the absence of employees at workplaces during downtime, the employer does not need to bear the costs associated with their maintenance, in particular, pay for electricity, communication services, etc. In the event of an administrative suspension of activities with sealing of production and office premises, the employee simply does not have the opportunity to get to his workplace. Therefore, it is in the interests of both parties to the employment contract to allow employees not to be present at the workplace during downtime.
Information that employees are not required to be at their workplaces during downtime should be reflected in the order. All employees must be familiar with this order.
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Liquidation of an enterprise: execution of an order and other necessary procedures
Liquidation of an enterprise: possible grounds
The liquidation of an enterprise and the dismissal of employees in accordance with applicable law is a rather complicated procedure that must be performed in accordance with all the requirements. Otherwise, the registration authority may refuse to confirm the fact of liquidation, which will entail the need for the head of the organization to repeat some procedures: form a liquidation balance sheet, sign orders to liquidate the enterprise and dismiss employees. This, in turn, will require additional time and financial resources.
That is why some company executives, faced with the need to register the fact of the termination of their activities by this enterprise and dismiss employees, turn to specialized agencies for this, which take care of all the necessary stages of this legal procedure. At the same time, a careful study of the current legislation and samples of all required documents can allow the head of such a company or persons authorized by him to independently organize all the necessary actions for this, saving significant financial resources.
The procedure for the liquidation of legal entities, during which the dismissal of employees is carried out, in the Russian Federation is regulated by the Civil Code and other regulatory legal acts. In particular, Article 61 of the Civil Code of the Russian Federation indicates that as a result of the liquidation of a company, its rights and obligations terminate simultaneously with it, without passing to any other legal entity or individual. The same article provides two key grounds for the liquidation of an organization: its work can be terminated by a court decision if the judicial authority has grounds for issuing such a verdict, or by a decision of its founder or founders.
The procedure for terminating the company's activities by decision of the founders
A detailed sequence of actions that must be taken by the founder or all founders who have decided to terminate the activities of the company organized by them is described in Articles 62 and 63 of the Civil Code of the Russian Federation. These articles fix a list of the main steps to be taken by persons involved in the process of liquidation and dismissal of employees.
According to the current legislation, such persons include two main types of entities: the founder or founders of the company, that is, the person or persons who organized it and then decided to terminate its activities, and a specially appointed liquidation commission, which is entrusted with the bulk of the duties related to with the procedure for registering the fact of stopping the work of the organization.
It is the founders who must take the first step towards such registration. During the meeting, in which all the organizers of the company take part, a collegial decision must be made on the termination of the company's activities.
The decision on liquidation should be recorded in the relevant document - the order on the liquidation of the enterprise.
This document is actually the starting point of this process, and in addition, it contains some significant information and characteristics that affect its implementation, and therefore should be considered in more detail.
Order on the liquidation of the enterprise
An order to liquidate an enterprise, on the basis of which it is possible to stop its work and dismiss employees, should contain several basic standard blocks. Their content is not regulated by the current legislation, however, in the current practice, there are sufficiently well-established samples and forms of such orders, which are widely used in modern Russia. So, such a standard sample in the header should contain the name of the document - the Order on the liquidation of the organization, as well as the name of the organization itself that issued this order, which must match the name of the organization that is terminating its operation. In addition, the order must contain a serial number recorded in the register of the company's internal documentation.
The main block of the order usually contains an indication of the reason that led to the liquidation of the enterprise and the dismissal of employees, and then a listing of the main procedural consequences of the termination of its activities. For example, the content of this block may look like this: In connection with the completion of the construction of a precast concrete plant, I order the following activities to be carried out.
The listing of the procedural consequences of the decision to stop work should include the order to stop the operation of the company and the period within which such an order must be carried out. An example of the content of this section may be, for example, the following option: Liquidate a Limited Liability Company A. The term for liquidation is 30 working days.
Another procedural consequence of the order to stop the operation of the company should be the appointment of a liquidation commission that will implement all the necessary legal procedures that accompany this process. Here it is necessary to list by name all members of the liquidation commission, which may be employees of the liquidated enterprise, who will subsequently be dismissed. In this case, it is necessary to record their position, surname and initials. In addition, it will be necessary to designate the person who will be entrusted with the functions of the chairman of the commission, and indicate his surname, initials and position.
As a result, this block of the order may look like this: Form a liquidation commission consisting of: head of the transport department Ivanov I.I. - Chairman of the commission, head of the sales department Petrov P.P. Head of Marketing Department Kuznetsov K.K. Department head information security Sidorov S.S. chief accountant Streltsova S.S. .
The next block should contain an indication of the functions of the chairman of the liquidation commission. in particular, he orders the latter to form and submit to the founders of the company for approval an act prepared by the members of the commission. An example of the content of this block can be the following option: To the Chairman of the liquidation commission Ivanov I.I. by November 15, 2017, submit the act of the liquidation commission for approval.
The generated order must be signed by the head of the organization, contain a transcript of this signature and the date of preparation of the document, which will be necessary for calculating the deadlines, if they are indicated in the order in a relative format. So, in the example above, 30 days were allotted for the liquidation of the company and the dismissal of employees in accordance with the order: thus, this period of time will be counted from the day when the corresponding order was signed.
Shutdown of the company: actions of the founders
From the moment of the creation of the commission, which will have to carry out all the necessary actions related to the process of stopping the activities of the enterprise, in accordance with paragraph 3 of Article 62 of the Civil Code of the Russian Federation, all powers to manage the activities of the enterprise in this time period are transferred to it. The function of the founder in this period of time is only to notify the state registration authority in writing according to the territorial affiliation of the enterprise that the organization has stopped its work, and the procedures associated with this process are being carried out.
Having received such a notification, the state registration authorities will have to make an entry about the change in the status of the institution in the Unified State Register of Legal Entities (EGRLE). However, it must be understood that this entry will not yet be evidence that the cessation of work has already ended: the company will only move into the status of institutions in the process of liquidation, including the dismissal of employees. This status allows the organization to be ignored in statistical and other operations.
Procedure for the work of the liquidation commission
The main part of the work related to the termination of the enterprise's activities will be entrusted to the liquidation commission. From the moment it acquires its powers, it will have to carry out a large number of different procedures. The first step in its activities should be the publication of information about the shutdown of the enterprise in the press, in accordance with the requirements of the current legislation. Thus, according to the order of the Federal Tax Service No. SAE-3-09 / 355@ dated June 16, 2006 On ensuring the publication and publication of information on state registration of legal entities in accordance with the legislation of the Russian Federation on state registration, the journal Vestnik should be used as such a body. state registration.
Such a publication is necessary in order to inform a wide range of people potentially interested in this information about this fact. We are talking about possible counterparties of the company that have any material or other claims against it. In addition, in accordance with established practice, the liquidation commission must notify creditors in writing of the existence of debt obligations, to which it is known for certain that the process of formalizing the termination of the enterprise has begun. You should also notify employees of the upcoming layoffs.
Paragraph 1 of Article 63 of the Civil Code of the Russian Federation determines that the deadline for accepting claims from such counterparties is set by the company completing its work independently. Information about the chosen term for filing claims must be published in a notice in the State Registration Bulletin and reported in written messages sent to creditors, the existence of debt obligations to which is known for certain. At the same time, the same section of the legislation establishes that the period allotted for counterparties to submit claims cannot be less than two months.
After the end of the period allotted for these purposes, the formed commission will have to draw up the liquidation balance sheet of the institution, in which it will record all the assets it currently has that can be used to pay off the claims of creditors, and claims made by them. This balance is subject to approval by the founders of the enterprise. Then the commission must correlate the assets of the institution with the volume of liabilities to be repaid, and make settlements with creditors according to their belonging to the queues established by Article 64 of the Civil Code of the Russian Federation.
Having completed financial settlements with counterparties and satisfied all their material and property claims, the commission working in the organization will have to draw up a new liquidation balance sheet reflecting the financial position of the company after making all necessary payments to creditors and employees who will be dismissed. This document similarly to the previous one, it must be approved by all the founders of the company, as well as by the tax authorities.
A package of documents provided for state registration of the fact of termination of the organization
Such a document with all the necessary signatures, marks and approvals will have to become part of the package of papers submitted to the state registration authority to complete the process of terminating the company. Along with the balance sheet, the following papers will need to be submitted to the registration authority according to the territorial affiliation of the institution:
In addition to the above, state registration authorities have the right to require the provision of other documents. After accepting the application with all the annexes, the registration authorities will consider them and, within the time period prescribed by law, will make a decision to terminate the operation of the company. It, in turn, must be accompanied by an appropriate entry in the Unified State Register of Legal Entities, which, in accordance with paragraph 8 of Article 63 of the Civil Code of the Russian Federation, is a mandatory recognition of the enterprise as liquidated.
How to temporarily suspend the activities of an LLC
If a limited liability company does not conduct economic activities, does not have employees (only a director and an accountant), or simply things are not up to par, then it would be rational to suspend the activities of the LLC while maintaining a record of existence in the state register. But it turns out there is a problem in that there is no such clause in the laws of the Russian Federation. True, there are some aspects, the knowledge of which will help resolve the issue of suspension of financial and economic activities.
1. "Zero turnover".
First of all, the company should not make any financial transactions on current account. In fact, it should not receive profits, incur expenses and make any financial transactions.
2. "Internal order".
The procedure can be carried out both from within society and outside it. If you yourself, on your own initiative, want to initiate a suspension, then it will be enough for you to issue an order in which you need to indicate the reasons for such a decision. You can specify any reasons, for example: the economic crisis, a seasonal decline in sales. The order must be signed by the general director or a person acting in his capacity.
You can download an example of an order to suspend the activities of an LLC here:
3. "Vacation without pay."
Further, all employees of the company should be familiarized with the order. Of course, it would be better if they sign in the introduction. Employees who do not want to wait until they are deigned to be invited to work can file a letter of resignation.
The rest should be sent on leave without pay. But for this you need to collect applications from employees, otherwise you will have to pay 2/3 of the average wage (Article 157 of the Labor Code of the Russian Federation. Payment for downtime). You can also go on vacation without pay.
4. "Reports to the tax."
In order for the LLC to continue to maintain its status, it will be necessary to regularly submit "zero" reports to the tax office - reports with zero turnover, income and expenses. But keep in mind that if you do not submit documents to the tax office, your company can be closed.
5. "Preparation for vacation".
If you plan to leave your region, it is recommended to provide a certified copy of the order to the tax office and write a power of attorney to submit reports to the official (notify your tax inspector about this).
6. "Bank accounts". Do not try to close LLC accounts in the bank, or make any operations on them, because the suspension of activities may be considered fictitious.
Subject to all the points listed above, you can not worry about the safety and financial condition LLC, as the costs will be minimal.
It is worth noting that the practice of suspending activities in organizations with the form of ownership of an LLC is widespread everywhere, and regulatory authorities treat this favorably.
Next articles
Dismissal of employees in connection with the liquidation of the organization, the termination of the activity of an individual and in the event of a reduction in the number or staff of employees
Paragraph 1 of Art. 81 of the Labor Code of the Russian Federation provides for dismissal in the event of liquidation of the organization, adding that employees can be dismissed on the same basis in the event of termination of the activities of the employer - an individual.
The most important thing when dismissing employees on this basis is that the organization must be completely liquidated, and not reorganized. At the same time, the transfer of rights to a part of the authorized capital to other persons is not the liquidation of the organization.
The document confirming this fact is the liquidation order.
A legal entity can be liquidated (clause 2, article 61 of the Civil Code): by decision of its founders (participants) or a body of a legal entity authorized to do so founding documents, including in connection with the expiration of the period for which a legal entity was created, with the achievement of the purpose for which it was created; by a court decision in the event of gross violations of the law committed during its creation, if these violations are of an irremediable nature, or the implementation of activities without proper permission (license), or prohibited by law, or in violation of the Constitution of the Russian Federation. or with other repeated or gross violations of the law or other legal acts, or when a non-profit organization, including a public or religious organization (association), a charitable or other foundation, systematically carries out activities that are contrary to its statutory goals, as well as in other cases provided for GK.
Legal entity, with the exception of a state-owned enterprise, institution, political party and religious organization may be declared insolvent (bankrupt) by a court decision. A state corporation may be declared insolvent (bankrupt) if this is allowed by the federal law providing for its creation. A fund cannot be declared insolvent (bankrupt) if it is established by law providing for the establishment and operation of such a fund. The recognition of a legal entity as bankrupt by a court entails its liquidation (clause 1, article 65 of the Civil Code).
The liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased to exist after an entry about this is made in the Unified State Register of Legal Entities (clause 8, article 63 of the Civil Code).
Upon dismissal in connection with the liquidation of an organization (Article 180 of the Labor Code of the Russian Federation), employees are warned about the upcoming dismissal by the employer personally and against receipt at least two months before the dismissal. With the consent of the employee, the employer may terminate the employment contract ahead of schedule, paying the employee compensation in the amount of the employee's average earnings, calculated in proportion to the time remaining before the expiration of the notice of dismissal.
In case of non-compliance with the term for warning the employee about dismissal, if he is not subject to reinstatement for other reasons, the court changes the date of his dismissal so that the employment contract is terminated after the expiration of the notice period established by law. The period for which the employment contract is extended due to the postponement of the date of dismissal is payable to the employee based on his average earnings.
In accordance with Art. 25 of the Law of the Russian Federation On Employment of the Population in the Russian Federation, when deciding to liquidate an organization, reduce the number or staff of employees of the organization and the impossibility of terminating employment contracts with employees, the employer is obliged to notify the employment service authorities in writing no later than 2 months. before the start of the relevant events and indicate the position, profession, specialty and qualification requirements to them, the terms of remuneration for each specific employee, and if the decision to reduce the number or staff of the organization's employees can lead to mass dismissal of employees, - no later than 3 months. prior to the commencement of the relevant activities.
In accordance with Art. 178 of the Labor Code of the Russian Federation, a dismissed employee is paid a severance pay in the amount of the average monthly earnings, and he also retains the average monthly earnings for the period of employment, but not more than two months from the date of dismissal (with offsetting the severance pay). In exceptional cases, the average monthly salary is paid for the third month from the date of dismissal. This is possible by decision of the body of the employment service, provided that within two weeks after the dismissal, the employee applied to this body and was not employed by him for two months.
Civil law establishes the right of citizens - individuals engage in entrepreneurial activities without forming a legal entity. If an entrepreneur acting without forming a legal entity, registered in the appropriate manner, decides to terminate his activity, then he must comply with the procedure for dismissal in connection with liquidation (termination of activity) established by the Labor Code of the Russian Federation in relation to employees, i.e. all of the above applies to entrepreneurs and to the employees they hire.
It should be noted that in accordance with Part 4 of Art. 81 of the Labor Code of the Russian Federation in the event of termination of the activities of a branch, representative office or other separate structural unit of an organization located in another locality, termination of employment contracts with employees of these structural units is carried out according to the rules provided for in cases of liquidation of the organization. If a branch or other separate subdivision is located within the same locality, then such a dismissal is unacceptable, since the organization is not liquidated, and the opportunity remains to employ employees in the parent organization. If this is not possible, then the dismissal can only be due to a reduction in staff, and not on the basis of the liquidation of the branch.
Termination of an employment contract to reduce the number or staff of an organization, an individual entrepreneur (clause 2, part 1, article 81 of the Labor Code). For dismissal on this basis, a combination of the following facts is required:
1) an order to reduce the number or staff, a new staffing table;
2) identification of specific employees. subject to reduction. When warning an employee about dismissal, the pre-emptive right to remain at work, provided for in Art. 179 TK.
The obligation of the employer to notify the employee in writing two months before the proposed dismissal, enshrined in Art. 180 of the Labor Code of the Russian Federation, also applies to cases of dismissal due to redundancy. The employer pays the employee a severance pay and an average monthly salary for the next two months during the period of employment (in exceptional cases - up to three months).
At the same time, layoffs for downsizing have their own characteristics. So, when carrying out measures to reduce the number or staff of the organization's employees, the employer is obliged to offer the employee another available job (vacant position) in the same organization that corresponds to the employee's qualifications, i.e. try to employ the dismissed employee.
If the dismissed employee is not satisfied with the proposals of the enterprise administration, he is dismissed due to redundancy.
When reducing the number or staff of employees of the organization, in accordance with Art. 179 of the Labor Code of the Russian Federation, the preferential right to stay at work is granted to employees with higher labor productivity and qualifications.
With equal labor productivity and qualifications, preference when leaving at work is given to: family - in the presence of two or more dependents; persons in whose family there are no other workers with independent earnings; employees who received an industrial injury or occupational disease in this organization; disabled people of the Great Patriotic War and invalids of military operations for the defense of the Fatherland; employees who improve their skills in the direction of the employer on the job.
Another feature of the dismissal of employees to reduce the number or staff is, in accordance with Art. 82 of the Labor Code of the Russian Federation, the obligation of the employer to inform in writing about the upcoming reduction to the trade union body of this organization. The message must be sent no later than two months before the start of the relevant events, and in the event of a planned mass layoff of employees - no later than three months before the start of the relevant events.
As for the members of the trade union, in accordance with Art. 373 of the Labor Code of the Russian Federation when deciding to terminate the employment contract in accordance with paragraph 2 of Art. 81 of the Labor Code of the Russian Federation with an employee who is a member of a trade union, the employer sends a draft order to the appropriate elected trade union body of this organization, as well as copies of documents that are the basis for making this decision.
The trade union committee, within seven working days from the date of receipt of the draft order and copies of documents, considers this issue and sends the employer its reasoned opinion in writing. An opinion not submitted within seven days, or an unmotivated opinion, is not taken into account by the employer.
If the elected trade union body expressed disagreement with the proposed decision of the employer, the law provides for a procedure that the employer will have to follow in order for the dismissal to be legal. In accordance with Part 3 of Art. 373 of the Labor Code of the Russian Federation, the trade union committee in such cases, within three working days, conducts additional consultations with the employer or his representative, the results of which are drawn up in a protocol. If there is no general agreement based on the results of consultations, the employer, after ten working days from the date of sending the draft order and copies of documents to the elected trade union body, has the right to make a final decision, which nevertheless can be appealed to the relevant state labor inspectorate.
Attracting new employees to work instead of those released due to staff reductions when considering the appeal of employees dismissed under paragraph 2 of Art. 81 of the Labor Code of the Russian Federation, the courts unequivocally define it as a violation of the current legislation.
The main evidence for the judicial authority, confirming the implementation of measures to reduce staff, is the staff list, in which appropriate changes are made, as well as orders and other documents to change the structure and staff of the enterprise, organization, institution.
Separately, it is worth noting that the employer got the opportunity to dismiss the employee before the expiration of two months from the date of the warning (Article 180 of the Labor Code of the Russian Federation), but the employee must agree to this. Consent must be given in writing. In this case, the employer pays a severance pay in the amount of the average monthly earnings due upon dismissal due to redundancy, as well as additional compensation in the amount of two months' earnings (i.e. pays three average monthly wages at a time).
However, this provision only applies if the employer is interested in the employees being dismissed as soon as possible. If the employee found another place during the notice period and wanted to quit ahead of schedule, then he quits of his own free will on a general basis.
Step-by-step instructions for liquidating a non-profit organization
An NPO (non-profit organization) is an association created for specific purposes. They can be social, civil or charitable. A non-profit organization is not engaged in making profit or distributing it among its members.
Income in not commercial organization possible, but it is allowed to spend it only for the purposes specified in the charter. In other words, NPO participants cannot use it in the form of net profit for personal purposes, with rare exceptions provided for in Article 116. GK.
For example, an educational institution may conduct business activities in the form of providing paid services for training or renting out premises.
Nevertheless, a non-profit organization is a legal entity, which means it must be registered and, if necessary, liquidated in the manner prescribed by law.
The property of the organization can also be purchased with money received from membership dues. When liquidated, it is non-refundable. Membership fees can be paid not only in the form of finance, but also in any form permitted by the charter.
Causes and methods of liquidation of NCOs
Liquidation means a complete stoppage of activities and the cessation of the existence of this association. The procedure can be carried out at the initiative of the founders of the non-profit organization (non-profit enterprise) or by a court decision.
In the practice of functioning of commercial organizations there is such a thing as suspension of activities. Suspension of activities of enterprises can be both forced and voluntary. In this article, we will consider both types of suspension and the features of their design.
Types of business suspension
Forced Suspension
The types of forced suspension can be:
- administrative suspension;
- temporary ban on activities.
Administrative suspension activities of the organization in accordance with Russian legislation applied for the commission of an administrative offense (their list is clearly defined by the relevant code of the Russian Federation). The decision on this measure of administrative punishment can only be made by the court.
A temporary ban is applied until the court decides to suspend the activities of the organization.
This article will discuss in detail the issues voluntary suspension activities of a commercial organization, and specifically - a limited liability company (hereinafter - LLC).
Voluntary suspension of the activities of an LLC is necessary measure, which is resorted to in cases where, for some reason, it is not possible to ensure the further normal functioning of the organization. The reasons can be different - technical, organizational, economic and emergency circumstances. Of course, economic reasons should be put at the top of this list.
Among the economic reasons the following reasons can be identified:
- unfavorable change in market conditions;
- economic and financial crisis (and as a result, a general decline in business activity);
- managerial mistakes.
Often the problems are so great that you have to go to the liquidation of the business. But, many entrepreneurs do not want to take such extreme measures, but prefer to temporarily suspend the activities of their enterprise.
It should be noted that the Russian legislation does not provide for actions to temporarily suspend the activities of an LLC, and therefore, when carrying out the suspension procedure, one must be guided by the existing practice, which has been successfully applied over the past years.
Procedure for the voluntary suspension of the activities of an LLC
How to suspend the activities of an LLC and do it right?
To suspend activity, do the following:
- Issue a suspension order.
- Arrange unpaid leave for employees.
- Notify the tax office.
- Fulfill all obligations of the enterprise.
- Prepare and submit correct reports during the suspension period.
- Do not allow the movement of funds on the current account.
Suspension order
The very first step is issuance of a suspension order, with which all employees of the enterprise, without exception, must be familiarized with the signature. The order is issued signed by the head of the LLC on the official letterhead of the enterprise. The order must indicate the reason for the suspension and (if possible) the start and end dates of the period of termination of the operation of the enterprise.
As a rule, it is not known in advance how long the period of forced “vacation” may last, and therefore in the order the head usually writes as follows: “Due to the prevailing unfavorable market conditions (or another reason is indicated), I order to suspend the activities of Name LLC for an indefinite period.
If the order specifies a period for which activity is suspended, the wording should be as follows: “In connection with (one or more reasons are indicated), I order to suspend the activities of Name LLC for the period from (start date) to (end date)”.
A new order is issued to extend the suspension period. If it became possible to resume the work of the enterprise before the end of the suspension period, then the head must issue an order to reduce the period of suspension of activities.
If the organization suspends the operation of the enterprise for economic reasons, then it is desirable that the commercial division prepare a memo, on the basis of which an appropriate order will be issued. It will also be useful to prepare a certificate from the accounting department and a report on the analysis of market conditions.
Arranging unpaid leave for employees
Some employees will understandably not be able to wait for the organization to be up and running again, and will leave. The remaining employees must necessarily take a vacation at their own expense (without pay) - for this, an appropriate order is issued for each.
The head of the LLC is no exception - he, like everyone else, is issued a vacation at his own expense.
The actions described above are very important, since the organization will legally be able not to pay salaries, and, therefore, the corresponding tax deductions. And if the mentioned order is not issued, and all employees are not issued unpaid leave, then the organization is obliged to accrue and pay salaries. Consequently, wage arrears and deductions to the budget will accumulate.
Tax Service Notice
It is extremely important that the tax office in which the company is registered was notified in time on the suspension of activities. The notification is made out by a corresponding letter, which is sent to the address of the tax service. The letter must be printed on the official letterhead of the enterprise, sealed and signed by the head.
Letter wording similar to an order to suspend activities - it must indicate the reason for the suspension of the enterprise, as well as the period of suspension (if it is fixed in the order).
Why is such a letter necessary? Firstly, it will show that the company is always ready to cooperate with the tax service and does not hide anything from its activities, secondly, it will simplify relations with the tax authorities, and thirdly, good relations with regulatory authorities are never superfluous.
Fulfillment of all obligations
The enterprise must be, so to speak, “clean” before suspending its work.
For this it is necessary pay all payments(primarily mandatory) and assessed taxes. If this is not done, then fines and penalties for late payments will accumulate during the downtime period, which can result in a large amount that sooner or later will have to be paid anyway.
Reporting
Despite the fact that the work of the enterprise is suspended, it still remains a taxpayer. What reporting should be submitted if the company does not conduct any commercial activities, and there is no movement of funds on the LLC accounts?
It should be so-called zero reporting, which must be properly drawn up and handed over on time (this is important!) To the tax service. If the company does not submit the necessary tax declarations on time, then the regulatory authority has the right to charge a fine and, in the end, initiate the procedure for liquidating the enterprise.
If the head of the enterprise or the person appointed by him does not have the opportunity to constantly prepare and submit reports to the tax service, then you can contact the company that provides accounting services.
Settlement account of the enterprise during the period of suspension of activities
Preparation and submission of zero reporting to the tax service is necessary, but insufficient condition proper relationship with regulatory authorities during the suspension of the company.
If there is any movement of funds on the current account, then the submitted tax return with zero reporting will be considered unreliable. And what the consequences may be if the tax inspector decides that income was hidden from him, every entrepreneur knows.
conclusions
In the current difficult economic situation, many entrepreneurs may face and are already facing a situation where it is necessary for some time "freeze" operation of your organization. If you correctly follow the recommendations outlined in this article, then it will be possible to suspend the operation of an LLC with minimal financial costs. It is also very important that the described procedure for suspending the activities of an LLC takes into account all the requirements of the fiscal authorities for a non-working commercial enterprise.
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, it sometimes becomes necessary to close the company, thereby protecting it from losses. At the same time, it is not necessary to launch if it is possible to temporarily suspend its activities.
Possible reasons for such action
The control authorities or its management can suspend the functioning of the company for various reasons. After correcting the violations and the 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.
- can be carried out in case of a threat to life and health, the appearance of infection, an epidemic, a radiation accident, causing significant harm to the environment. The deadline for imposing an administrative ban is 3 months.
- Voluntary suspension is a forced measure, which 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, mismanagement, or a negative change in market conditions.
Forced Suspend
This procedure is of the following types:
- Administrative suspension of the company's activities, according to Russian laws, is used in the performance of offenses of an administrative nature (a list of them is established in the Code of the Russian Federation). The decision on such punishment shall be made in judicial order. 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 makes a decision 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 official authorized person, 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 if they are identified.
After that, an application form is filled out to the tax office to suspend the submission of reports in 2 copies, where the period is indicated (its duration should not be more than 5 years). The completed application is accompanied by reports 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 the company is suspended. It does not matter that the deadline for submitting the next forms has not come.
In accordance with the application, within 3 days the tax structure approves the decision to suspend the submission of reports or refuses. There are several reasons for rejection:
- the existence during this period of tax debts from the company;
- lack of required reporting.
Upon receipt of a refusal, the organization must eliminate its causes and submit the next package of documentation. Decision the taxpayer receives by mail or in his own hand to the Federal Tax Service.
Voluntary suspension
For voluntary suspension, the following algorithm of actions is carried out:
- A cease and desist order is issued.
- Employees are issued unpaid leave.
- The tax authority is notified.
- The company's obligations are fulfilled, active transactions are closed and contracts for lease, supply, etc. are terminated.
- Compiled and submitted reports during the suspension.
- The 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 leader. The document reflects the reason for the suspension of activities, the period of its beginning and end. To extend fixed time, the manager issues a new order. Also, this document is created when the activity is resumed.
In order for the company to have no difficulties, it is necessary to prepare tax reports and pay the established fees. This is necessary to provide "zero" declarations to the tax authorities. No need to close bank accounts so that the inspector does not come with a check.
If the UTII taxation system is used, then the company will not be able to freeze its work (deregistration will be required to stop tax crediting).
If the company has debt obligations to regulatory authorities and partners, they must be closed before suspension. Otherwise, you will have to pay fines and penalties. In addition, litigation with partner companies due to unpaid debts is possible.
You can mothball the money that is part of the property, but you will need to pay.
Registration of employees for this period
In case of a voluntary stop of activities, it is imperative to resolve the issue of remuneration of personnel. After all, if at least one employee is officially registered in the company, then he needs to pay salaries, pay contributions extrabudgetary funds and taxes. Professionals should not be forced to arrange care at will because of possible difficulties with labor inspectors.
In the drafted order to freeze activities, the manager must indicate the reason (monetary 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 issued for a part-time job, provide them with administrative leave. But they will not receive vacation pay, as well as other subsidies and compensations prescribed by law.
Alternatively, for a company with a large staff, a partial reduction is possible. But you will have to pay significant compensation provided for such a break in the employment contract.
It is possible to pay idle time 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 submit regular reports. Otherwise, the temporary suspension of work will be equated with imaginary bankruptcy. Because of zero balance Difficulties with the preparation of declarations are not expected.
Before submitting the first reports after the freeze, you should make sure that the full settlement with the dismissed employees is made. Also, the company needs to keep a book of income and expenses, regularly submit information about the average number of employees.
Tax Service Notification
It is important to notify the tax office of the suspension in time. The notice 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 head.
Its wording is similar to the order, it also indicates the reason for the freezing of activities, its period (if it is written in the order). This letter will reflect the willingness of the organization to cooperate with the tax authorities, make its activities transparent, and simplify relations with inspectors.
Withdrawal of fixed assets from use
Due to the fact that fixed assets will not be used for some time, a decision should be made to decommission them (depending on the 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 to withdraw the fixed assets from use or draw up an act of conservation.
Properly executed suspension of the company will allow you to remove the financial burden from it and protect yourself from bankruptcy. At the same time, it is not necessary to go through the second, select suitable premises, raise a reputation in the market, pay salaries, contributions and taxes at the wrong time.
