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Suspension of activities of a limited liability company

On the basis of article 14 of the law on freedom of economic activity entrepreneur without hired workers, may suspend the entrepreneurial activity for a term from 1 month to 24 months. This provision also applies to limited liability companies. The period of suspension the activities of a limited liability company begins on the date specified in the application for entry on the termination of entrepreneurial activities, but not earlier than from the date of submission of the application. During the period of suspension of activities cannot execute the activity.

The possibility of suspending business activity, allows businesses without the elimination of "walk away" for a break in the payment of social insurance contributions and health, as well as in filing the Declaration in the case of advance payments on income tax. Therefore, during the period of suspension of the activities of partner companies will not pay for itself the social insurance contributions, and the company will not pay advance payments for the profit tax from legal entities.

Partners of individual limited liability companies are subject to compulsory insurance and contributions until the last day of the month in which notified of suspension of operations, as well as from the first day of the month following the month in which reported the resumption of performance. And for the period in which the firm is not subject to compulsory insurance, may apply for voluntary pension insurance.

In connection with the termination of activities of the company are certain responsibilities, after which suspension of activities, from formal considerations becomes possible. For example, if the company employs any employee in employment relationships, it is not possible suspension of operations of the company. But if the company works with individuals in other relationship than employment relationship (for example, on the basis of an agreement or contract), the activities of the company can be suspended.

During the suspension of the implementation of the society's entrepreneurial activity has certain rights and responsibilities, including:

  • the right to perform all actions necessary for the preservation or protection of the source of income (for example, to carry housing expenses, to pay property taxes)
  • to be eligible for financial income, and also from activities carried out before termination of implementation of economic activity
  • the sale of own fixed assets and equipment – if the company does not have sufficient funds to cover its obligations, can the period of suspension of business activities to sell some kind of asset or piece of equipment. Thus obtained funds the company may spend to cover required obligations towards his creditors
  • the obligation of repayment of obligations to the parties which arose before the company suspended business activities. (However, there is no legal debt settlement company of all its obligations to creditorname before submitting its application for termination of entrepreneurial activities.)
  • mandatory participation in court proceedings, in proceedings before tax and administrative offences related to business activities that are performed before termination of the activities
  • required to perform any other duties prescribed by law.

In addition, during the suspension of business activities, the company can be inspected on the terms provided for enterprises carrying out economic activities.

And in those tax years in which the company from the beginning to the end of each year were in a state of actual business interruption not occurred economic events that contributed to the occurrence of the tax obligation (or its changes from previous years), the company during the term of suspension has no duty of accounting, and has no obligation to provide to the tax office tax returns or financial statements.

What you need to do is to suspend the economic activities of the limited liability company

If a contract of a limited liability company does not contain provisions on the question of suspending the conduct of business activities by the company, the decision on suspension of economic activities, adopted by Board of Directors by an absolute majority of votes. Application for termination of entrepreneurial activities of the limited liability company is carried out in accordance with the provisions of the act of 20 August 1997. on the National Court Register.

In accordance with article 22 of the law on National Court Register the application information on the termination of entrepreneurial activities shall contain the following:

  • the name of the company
  • KRS number
  • NIP
  • legal address and address of the entrepreneur
  • the starting date of the suspension.

For the suspension of the company on the form KRS-Z62 (Statement to change the data organization in the register of entrepreneurs – the suspension/resumption of business activities) is sent to the competent, at its headquarters, the economic court with information about the suspension of activities.

A statement of entry on the termination of entrepreneurial activities shall be exempt from payment of court costs. Information on suspension of business activities that is not subject to the announcement in Court and Economic Monitor.

The statement on the inclusion of information on the termination of entrepreneurial activities, the company must attach a statement that the company has no salaried employees. In addition, the form KRS-Z62 company attaches the original decision or notarized copy of decision of competent authority on suspension of implementation of economic activity.

A statement on the suspension are partners entitled to represent the limited liability company or the Board of Directors, or the Trustee on their behalf.

If before applying the suspension of activities was not given notice of your company, number REGON or NIP number must be in the form KRS-Z62 attach the form KRS-ZY (REGON identification number, taxpayer identification number NIP), and a document certified by the competent Bureau or notarized copy confirming, respectively, the number assignment of the REGON or NIP.

The fact of the suspension of the economic activities of the limited liability company shall in writing notify the tax not later than within 7 days from the date of application to KRS.
In addition, in the case of suspension or of resumption of activity of the company in the National Court Register, the company additionally fills in the appropriate documents amending or correcting data of the company as a payer of insurance contributions: prints ZUS-ZAA, ZUS-ZBA, ZUS-BUT, ZUS-ZWPA, which will be directly submitted to the court was to the relevant ZUS unit (in accordance with the address of the headquarters of the company). With this purpose, similar forms filled in by the partners of individual limited liability companies (with their own defined identity – NIP, PESEL). Use the form ZUS-ZWUA for deregistration from insurance, and the form ZUS-ZCNA for deregistration of family members. Also in this case, the forms can be filed in the court.

In the case where ZUS will receive information about the suspension of activities of the limited liability company, ZUS will calculate that the company is not removed from the register of persons who are employed in accordance with the labour Code, ZUS shall notify the authority information and the payer of insurance contributions on the investigation of whether there had been a suspension of activities.

The entry in KRS data on termination of entrepreneurial activity is to place in section 6 the register of entrepreneurs of the start date of the suspension. This section of the register of entrepreneurs is also designed for accommodation, in particular, information about opening and termination of a liquidation, dissolution or merger of the company.

What happens after 24 months from the suspension of activities of the company?
Failure to report on the resumption of economic activity can result in the imposition of a fine or even removal of the company from the registry!

In accordance with article 20d of the act on the National Court Register, if not filed an application for entry on the resumption of implementation of business activity prior to the expiration of 24 months from the date of submission of the particulars of the suspension, the court commences proceedings referred to in article 24 of the law on KRS. Then the registration court calls for the submission of the required documents – in this case, information on the resumption of activities by additional 7-day period. Failure to comply with the requirement of registration of the court within the specified period is at risk of receiving a penalty under the provisions of the civil procedure code on receiving non-monetary benefits. Court of registration may repeat the penalty. If the call or even several times the imposition of a penalty will not lead to the submission of the particulars of the renewal of the registration, the court will remove the company from the registry.

To appeal the decision to exclude LLC from the REGISTRY within 14 days from the date of receipt in the office of the Registrar of the court in which the decision was made.