Letter to the tax office about lack of activity

The court's decision

In addition to the above-mentioned value of assets below the authorized capital at the end of the year, the grounds for liquidation of an LLC company by a court verdict are as follows:

non-compliance with the norms of paragraph 1 of Art. 51 and paragraph 1 of Art. 52 Federal Law on Narcotic Drugs No. 474-FZ;
the number of LLC participants exceeded 50 persons, but the company did not undergo reorganization into a joint-stock company or a production cooperative during the year.

If the consequences of other violations have been eliminated or they were insignificant, the court cannot close the enterprise.

Liquidation of an LLC without activities by court decision is carried out according to the same multi-step procedure as voluntary closure. The only difference is the basis for termination of activity - a writ of execution or minutes of a meeting of company participants.

Founders' decision

Voluntary closure of a zero LLC - based on a decision made by the general meeting of company participants - is indicated if:

there are no signs of bankruptcy and no grounds for liquidation by a court decision or the Federal Tax Service;
the enterprise meets the above criteria;
owners and financially responsible persons are not afraid of tax audits.

There is practically nothing to be afraid of if the LLC is closed in the absence of activity for the last 3 years, the company did not change its chief accountant during this period, had no tax debts, its balance sheet, asset inventory report and auditor’s report are in perfect order.

Algorithm for suspending activities

The decision to freeze a business is made based on a number of factors and reasons. The key problem is the crisis state and financial instability of the economic entity. There is no need to completely liquidate the company. It is enough to suspend activities for a certain time to resolve all the accumulated issues.

But the owner’s decision to freeze the business is not enough. It is required to notify the controllers: compose a letter and send it to all regulatory authorities (Federal Tax Service, Pension Fund of the Russian Federation, Social Insurance Fund, Rosstat, and so on).

It is important to follow the procedure when stopping activities.

Where to send

An explanation of the suspension of the company's work is provided to the Federal Tax Service, the Social Insurance Fund and the Pension Fund of the Russian Federation and to the employment center. This document may be required by other organizations. For example, Rosprirodnadzor will need a sample letter about the absence of licensed activities when conducting scheduled inspections. It is also required by Rosstat to explain the lack of indicators when filling out statistical reports.

Sample letter to Rosstat about lack of activity

Sequence of actions and comments to them

Step No. 1. We decide to stop the business.

The verdict on suspension of activities is made by the board of directors or other highest management body of the company. For example, the director has the right to make the appropriate decision alone. But only if the company’s charter vests him with such powers.

Step No. 2. We issue a directive or order from the manager.

The decision made should be documented. An order or other form of order to suspend activities is issued.

Step No. 3. We cancel the contractual documentation.

We terminate or cancel contracts, agreements and agreements under which such operations are permissible.

Step No. 4. Fulfillment of accepted obligations.

All accepted obligations that cannot be waived will have to be fulfilled. If no operations were carried out under concluded agreements and transactions, then termination of the agreements is permitted.

Step No. 5. Release of employees from their positions.

Complete the procedure in accordance with the provisions of Articles 180 and 157 of the Labor Code of the Russian Federation.

Step No. 6. We notify controllers about the suspension of business.

Send appropriate letters to the controlling ministries and departments.

IMPORTANT!

If you do not send an explanation to the tax office on time about the lack of activity, then controllers will have additional questions. For example, inspectors can initiate an on-site inspection if they notice a decrease in the amounts of taxes and deductions paid.

When should I write and submit?

There is no statutory deadline for submitting such an explanation. The information is sent to regulatory authorities along with reporting for the period when the company suspended its activities. The explanation is drawn up anew each time, since the period for which reporting is provided changes. There is no penalty for failure to provide a certificate of suspension of operation. An exception is the provision of information to the employment center. Federal Law No. 1032-1 of April 19, 1991 requires information about the suspension of proceedings to be provided within three days after the decision is made.

How to notify the Federal Tax Service

Sending a notification to the tax office is the most important step. Fiscal controllers closely monitor any changes in the tax burden of the subject. And if there is a significant decrease in the amount of tax deductions, on-site inspections are initiated. To avoid meeting with auditors, you will have to write a letter.

There are no uniform instructions for registration, as well as a unified notification form. The document is drawn up in any form, but taking into account the mandatory requirements:

Please indicate the name of the territorial branch of the Federal Tax Service in full. Write down the job title and full name. head of the receiving service department.
Full name of the applicant - company or entrepreneur. Contact details and mandatory identification codes - TIN, KPP, OGRN and OKVED.
Title of the document. This could be a “letter on suspension of financial and economic activities” or “certificate of absence of employees in the organization.” Depending on the essence of the explanations sent to the Federal Tax Service.
The text part of the appeal must disclose the current situation, circumstances and reasons why the entity’s activities are temporarily suspended.
Evidence base. List all the supporting documents that confirm the fact of business suspension: orders from the manager, copies of additional agreements to termination contracts, release of employees from their positions, etc. Attach copies of documents to the letter.
Date of document preparation, signature of the head of the company. It is not necessary to put a stamp on the letter. But if the company’s charter provides for the use of an imprint on documentation, then a stamp will have to be affixed.

IMPORTANT!

Be sure to indicate the period of time during which the activities of the economic entity were suspended. If necessary, confirm the facts with documents. Separately indicate taxes, fees and contributions for which there is no tax base for calculation.

The signature of the chief accountant is not required. A sample letter to the tax office regarding the absence of employees and tax objects is certified only by the manager. But the chief accountant’s signature is affixed if such a position is provided for in the company’s staffing table.

The organization does not operate. What can the tax office do?

The LLC suspended its activities in 2010. There are no employees. Zero reports are submitted quarterly. The tax authorities require either the restoration of activity or the closure of the LLC. Are the demands of the tax inspectorate legal?

According to paragraph 1 of Art.
61 of the Civil Code of the Russian Federation the liquidation of an organization
is the termination of its activities as a legal entity without the transfer of rights and obligations to other persons.
A legal entity may be liquidated
:

– by decision of its founders

(participants) or a body of a legal entity authorized to do so by the constituent documents, including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created;

– By the tribunal's decision

in case of gross violations of the law committed during its creation, if these violations are of an irreparable nature, or carrying out 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 contradict its statutory goals, as well as in other cases provided for by the Civil Code of the Russian Federation.

That is, Art. 61 Civil Code of the Russian Federation

a list of grounds for liquidation of a legal entity has been established, and the circle of persons by whose decision the legal entity is liquidated has been determined.

Tax authorities do not have the right to make such a decision

According to Art. 21.1 of the Federal Law of 08.08.2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs”

a legal entity that,
during the last twelve months
preceding the moment the registration authority made the corresponding decision,
did not submit reporting documents
provided for by the legislation of the Russian Federation on taxes and fees, and
did not carry out transactions on at least one bank account, is recognized as having actually ceased its activities
.

Persons whose rights and legitimate interests are affected in connection with the exclusion of an inactive legal entity from the Unified State Register of Legal Entities

(the inactive legal entity itself, its creditors, and other persons) is given
the right to submit

relevant applications
to the registration authority (clause 3 of Article 21.1 of Law No. 129-FZ).

within the period provided for in paragraph 4 of Art.
21.1 of Law No. 129-FZ, applications have not been sent, the registration authority excludes the inactive legal entity from the Unified State Register of Legal Entities
by making an appropriate entry in it (clause 7 of Article 22 of Law No. 129-FZ).

At the same time , exclusion of an inactive organization from the Unified State Register of Legal Entities

in the manner provided for in Art.
21.1 of Law No. 129-FZ, is not liquidation
.

Art. 2 Civil Code of the Russian Federation

It has been established that civil legislation regulates relations between persons engaged in entrepreneurial activities or with their participation, based on the fact that
entrepreneurial activity is an independent activity carried out at one’s own risk, aimed at systematically obtaining 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 accordance with the procedure established by law.

Your company does not carry out entrepreneurial activities and does not make a profit on a systematic basis.

This is probably why the tax authority is having relevant conversations with you.

But in this case, the position of the tax authorities is only advisory.

The tax authorities have no legal basis for these requirements for the organization.

How to send a notification

There are different ways to submit information to the inspectorate. For example, provide a package of documents in person. Be sure to take your passport and documents confirming the authority of the manager with you. An official representative can also submit papers; in this case, a power of attorney is required.

It is allowed to notify the Federal Tax Service by mail. Send the documentation by registered mail. Be sure to fill out an inventory of investments. This receipt confirms that you sent information to the inspectorate in a timely manner.

You can send a letter electronically. For example, via secure communication channels or using an account in the taxpayer’s personal account. In any case, special cryptographic protection tools will be required. This is an enhanced qualified digital signature.

What is a zero balance LLC

An LLC has to deal with the concept of a zero balance when preparing annual reports for the Federal Tax Service. Filling out reports is mandatory, since for violation of this paragraph of the Tax Code of the Russian Federation (Tax Code of the Russian Federation), an administrative fine is imposed on both the enterprise and its manager (director).

An LLC cannot have a zero balance. The concept of balance sheet includes not only a certain amount of money or property taken on lease or credit, but also the authorized capital of the company, which is contributed upon opening. It must be declared with an entry in line 1150. Loan funds and property leased or on other terms are also subject to declaration.

According to the Tax Code of the Russian Federation, organizations are required to submit reports on activities no later than March 31 of the year following the reporting year. For example, the organization was founded on 02/01/2017. Reports are due March 31, 2021. Cash is declared on line 1250.

Letters to the Pension Fund and Social Security

You will have to send information to the Pension Fund and the Social Insurance Fund, even if the company does not have a single employee. For example, if a company has stopped its activities and there is only one founder. Moreover, an employment contract has not been concluded with the founder.

IMPORTANT!

You will have to submit a monthly SZV-M if the company has a single director. Explanations for filling out are in the Letter of the Ministry of Labor dated March 16, 2018 No. 17-4/10/B-1846.

In the notification, be sure to indicate:

Period and reasons for which activities were suspended.
Number of employees with whom employment contracts have been concluded.
Passport and personal data of employees.
The grounds on which wages to employees are not accrued or paid.
Reasons why the company did not pay insurance premiums and deductions.

The certificate is issued in any form. The signature of the manager or other authorized representative is required. Submit information electronically, by mail or in person on paper.

Alternative options for abolishing an LLC

Despite the fact that an LLC must be liquidated according to a general procedure involving a complex path and a large amount of necessary documentation at different stages, sometimes a simpler way out is possible.

Some limited liability companies may be closed not according to a general procedure, but according to special procedures. To do this, they need to fit one of the categories provided for by regulations:

bankruptcy - an LLC that cannot fulfill its financial obligations to counterparties is liquidated in accordance with Federal Law No. 127-FZ “On Insolvency (Bankruptcy)” dated October 26, 2002;
lack of activity - if the LLC is officially recognized as not carrying out activities, the liquidation regulations change somewhat towards simplification.

Let's consider each option in more detail.

Nuances

Innovations in legislation have led to several important points that should be taken into account when liquidating an LLC:

Publication in official media can now only be done after informing the tax authorities.
The choice of a liquidator or liquidation commission is the sole responsibility of the head of the LLC, and not the circle of founders, as before.
The interim balance must be drawn up no later than within 2 months.
Only the manager can officially inform about the beginning of the liquidation procedure and all its stages, including complete abolition (previously, any founder could do this).

RESULT. Simplification of the LLC liquidation procedure can be achieved by avoiding an on-site inspection of the legal entity’s activities by tax authorities, due to which management is practically freed from possible risks and troubles, saving time and resources. To carry out such a procedure, the LLC must comply with a certain status.

Answers to common questions

Question: Is there a fine for failure to notify the tax authority of the lack of activity?

Answer: No, there is no penalty for failure to notify. But the company will also have to submit reports and pay mandatory fees.

Question: How can you confirm that the company did not conduct financial and economic activities?

Answer: To do this, you will need to obtain a statement from the bank confirming that there are no movements on the current account. This will confirm that there were no movements on the account with the participation of the company.

How else can you get rid of an LLC?

Options that are legally recognized as liquidation are discussed above. However, sometimes owners need a way in which they no longer have to maintain accounting records and have certain obligations associated with the activities of their company. It can be:

change of founders (withdrawal of previous ones and introduction of new ones), in connection with which the governing body is completely replaced;
selling an LLC is the best way if you can find a buyer in time;
merger or merger with another LLC - reorganization is a simpler procedure than liquidation.

Letter about lack of activity in the Social Insurance Fund

In addition to sending a letter to the tax office and the Pension Fund of the Russian Federation, the FSS will also need to notify the lack of activity. When writing a letter, you will need to indicate the following:

name of the FSS body;
name, details and contact details of the organization;
information about the lack of activity, as well as the calculation and payment of social insurance contributions.

Important! This document is needed so that the Social Insurance Fund is informed that the organization did not work for a specific period of time. There is also no special form provided for this document, so the company has the right to develop it independently. The certificate should be accompanied by a bank statement confirming the fact that there were no funds in the account for a certain period of time.