Putting a business to sleep (or temporarily stopping its activity)

Verified 01 January 2024 - Legal and Administrative Information Directorate (Prime Minister)

The putting to sleep allows a business to temporarily cease operations without dissolving or deleting the company. During this period of inactivity, it retains its registration and continues to settle its tax and social security payments. Formalities must be carried out.

General case

Sleeping is possible unless businesses have financial difficulties that can cause cessation of payments.

Existence of a secondary establishment

Sleeping is possible unless businesses have financial difficulties that can cause cessation of payments.

If the business has a secondary schoolbefore proceeding with the formalities for putting the business to sleep, this establishment must be closed by filing a cessation of activity form with the companies formalities office.

Company Formalities Window

Only the legal representative of the business (manager, president, for example) decides to put the business to sleep.

The holding of a general meeting of shareholders to decide on the putting to sleep is optional (unless otherwise provided in the articles of association).

It is not necessary to announce the temporary cessation of activity in a legal advertisement publisher.

Within 1 month from the date of the decision to put on hold (or of the general meeting of members), the business must declare the temporary cessation of activity on the website of the one-stop-shop for formalities.

Company Formalities Window

The period of inactivity is limited to 2 years.

The head of the business shall:

If a commercial lease has been entered into, it may be terminated or not renewed if it contains a clause stipulating the uninterrupted operation of the goodwill. The business may then be domiciled in a company of domiciliation (with signature of a contract of domicile).

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General case

The director shall remain affiliated to the social scheme on which he is dependent:

  • Case of scheme for self-employed persons : of minimum contributions compulsory benefits must be paid (daily allowances, basic old-age insurance, invalidity and death).
  • Case of general social security scheme : the amount of social contributions depends on the remuneration of the manager.

Social contributions and contributions of any employees must be paid during the period of sleep.

Beneficiary of Acre

The exemption from social security contributions which you benefit from under the Acre shall be maintained during the period of temporary cessation of activity.

  • VAT : the business is exempt from declaration and payment.
  • Business tax: one statement of result with the word "none" must be filled in.
  • Company Property Tax (CFE) : suspension of activity shall be treated as cessation of activity after 12 consecutive months. The business is no longer taxable to the CFE after 12 months of inactivity.

Sleeping terminates in two ways: either the business resumes activity or it is dissolved.

If no action is taken within two years, the business is automatically canceled.

New amendment to the one-stop-shop for company formalities

At the end of the two-year period, the director must:

  • Either reactivate the business
  • Either cease permanently the activity

He must declare his choice on the website of the company formalities office

Company Formalities Window

The permanent cessation of activity requires fiscal and social approaches.

Ex officio cancelation

If there is no resumption of activity after 2 years, the Registrar of the Commercial Court may request the automatic cancelation of the business.

The head of the business shall be informed by registered letter with acknowledgement of receipt.

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