Suspending a business - what are the obligations associated with it?

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Running a business may sometimes be associated with the necessity to suspend it. Most often this happens when the entrepreneur finds himself in financial trouble and is unable to meet his financial obligations. Along with the improvement of your situation, however, there is a chance to suspend your business - what are the obligations associated with this?

Suspension of business activity

The basic right of every entrepreneur is the possibility of suspending their business activity. It appears in the event of temporary financial problems in the company or a lack of customers. The main effect of the suspension is the lack of obligation to pay social and health insurance contributions, as well as income tax advances. The entrepreneur does not have to worry about what to pay for such costs, because they will not arise during the suspension of operations.

Depending on the type of activity performed, its suspension may last:

  • indefinitely, but not shorter than 30 days - this applies to entrepreneurs entered in the Central Register and Information on Economic Activity (these are, inter alia, civil partnerships and sole proprietorships);
  • from 30 days to a maximum of 24 months - this applies to entrepreneurs entered in the National Court Register (including commercial companies and foundations).

It is worth noting here that if the period of suspension of business activity covers only full February of a given calendar year, the minimum period of suspension of business activity is the number of February days in a given calendar year.

Judgment of the SA in Gdańsk of March 15, 2017 (file reference number III AUa 1820/16):
During the suspension of economic activity, the social insurance obligation ceases to exist from the date on which the suspension of economic activity begins, until the activity is resumed. For the period of suspension of economic activity, an entrepreneur who is a contribution payer only for himself is not obliged to submit a settlement declaration and pay social security contributions. The suspension of economic activity does not oblige the insured entrepreneur to deregister from social insurance.

The formalities related to the suspension of activity are not too complicated, especially if the entrepreneur carries them through the internet system. It is completely different when a decision is made to resume business activity.

Suspension of business activities

The suspension of activities should last a minimum of 30 days (in the case of February - minimum 28 days). In practice, this means that the entrepreneur is not able to resume his activity before this period - the regulations do not allow it at all. While sole proprietorships may be suspended practically forever, those entered into the National Court Register do not enjoy this privilege. If their suspension does not take place after 24 months from the date of suspension, the company will be automatically resumed by the court. The renewal entry will appear in the National Court Register without the need to submit relevant applications for this purpose.

Regardless of the above, after the lapse of the 30th (or 28th) day of suspension, it is possible to suspend the works of your company. The business is always resumed at the request of a given entrepreneur - it can be submitted in several different ways:

  • in the case of entities entered into the CEIDG - in person at the city or commune office or via the CEIDG internet platform. In both cases, you will need to complete the CEIDG-1 form;
  • in the case of entities entered into the National Court Register - in person at the seat of the registry court or by registered mail. There is no possibility of electronic settlement of the matter here. The KRS-Z62 form will be helpful.

Restarting the activity of an entrepreneur entered in CEIDG

Suspending a sole proprietorship involves not only the need to submit one appropriate form to CEIDG. The entrepreneur is also obliged to submit notifications to other public administration bodies. With the renewal, the contribution and tax obligation arises again. It is worth noting here that the resumption does not interrupt the period entitling to take advantage of the start-up tax or preferential ZUS for new entrepreneurs.

Example 1.

The entrepreneur benefits from a 6-month start-up allowance and does not have to pay social security contributions. His only financial obligation is to pay health contributions and income tax advances. The entrepreneur decides to suspend his activity after 3 months of work for the next 9 months. After resuming his activity, he will no longer be able to use the start-up tax relief, because its deadline will expire.

Example 2.

The entrepreneur benefits from a 6-month start-up allowance and does not have to pay social security contributions. His only financial obligation is to pay health contributions and income tax advances. The entrepreneur decides to suspend his activity after 2 months of work for the next 2 months. After resuming its activity, it will still be able to use the start discount for the next 2 months.

As a rule, the resumption of activities registered in CEIDG results in the automatic transfer of information about this event to the Social Insurance Institution, the National Health Fund, the Central Statistical Office and the tax office. If the entrepreneur lost the right to a start-up allowance or the possibility to pay preferential ZUS during the suspension (it is due for 2 years of first operation), then additional information obligations should be fulfilled. It will be similar when the entrepreneur switches from the start-up relief to the preferential ZUS at the time of resumption of activity. In this regard, he must personally inform ZUS about the change made, even though it occurs under the law itself with the appropriate lapse of time. For this purpose, forms ZUS ZUA or ZUS ZZA as well as ZUS DRA should be submitted. These applications may be submitted in person or by letter to the seat of the relevant ZUS unit, as well as via the e-ZUS platform (it is then necessary to have a trusted profile or a secure qualified signature to confirm the sending of such documents by e-mail).

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Restarting the activity of an entrepreneur entered in the National Court Register

The issue of resuming the operation of an enterprise entered in the National Court Register is completely different. This option most often applies to commercial companies - it is not possible to complete all formalities electronically (e.g. in the S24 system, which allows you to register a limited liability company).

The first step necessary to resume the discussed activity is the adoption of a relevant resolution by the competent authorities of the enterprise. In the case of partnerships (general partnership, partnership, limited partnership and limited joint-stock partnership), the partners of a given partnership will be entitled to do so. In the case of capital companies (sp.z o.o. and joint stock companies), it will be the company's management board.

The resolution on the resumption of business activity must be submitted to the competent registration court (where the files of a given enterprise are kept) within 7 days from the date of its adoption. It is also necessary to submit the KRS-Z62 form. The application form must be signed by an authorized representative of the company (most often it will be the president of the management board, members of the management board, appointed partners or the company's proxy).

An additional information obligation arises in relation to entities conducting licensed or licensed activities.If, when establishing such an enterprise, there was an additional notification obligation (apart from the typical registration of business activity to the National Court Register), this entity must also submit a separate notification regarding the resumption of its activity. This is, inter alia, in the case of companies dealing with the protection of persons and property, which must additionally inform the Ministry of Interior and Administration about the suspension.

The resumption of the activity of an entrepreneur entered in the National Court Register is tantamount to automatic reporting to the Social Insurance Institution. As a rule, the company does not need to take any additional steps in this respect. Remember, however, that this does not apply to partners of a general partnership, limited partnership, partnership or sole proprietorship. - these persons must register with ZUS as a contribution payer on the ZUS ZFA form and apply for insurance on the ZUS ZUA or ZUS ZZA form, with their own separate identification data: NIP and PESEL.

Suspension of business activity - summary

Suspending a business activity always requires submitting a notification to CEIDG or to the National Court Register. In the case of enterprises entered into the National Court Register, the resumption of their activities may occur automatically under the law itself after 24 months from the date of suspension. The suspension of the activity registered in CEIDG may be made in a traditional (written) or electronic form. In the case of enterprises entered into the National Court Register, renewal is possible only by submitting a written application to the competent registration court.

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