have a set of obligations, even though they have ceased their activity. In fact, it is a very common option, since the procedure required is simple. You only have to communicate to the Tax Administration the cessation of economic activity by completing form 036.
In this form, box 140 – which is the one referring to the cessation – and box 141, in which the specific date is indicated, must be completed.
Inactivity for more than a year is a legal cause for its dissolution.
Obligations of Inactive Companies
Sometimes, many entrepreneurs choose to let die an inactive company and do so after communicating it to the Tax Administration and requesting the withdrawal of the administrator or administrators in the Special Scheme for Self-Employed Workers of the Social Security (RETA); since they have no activity and do not receive remuneration for it, they can take leave as self-employed.
However, inactive companies are not the same as dissolved companies. Moreover, a company that is more than a year without any activity, is obliged to present its dissolution.
Until it does, as it has its own legal personality, it has a series of obligations such as filing corporation tax as well as depositing its annual accounts.
In the event that it does not present its dissolution, it is the administrator who must respond jointly and severally for the obligations that are generated.
You have two months to convene a General Meeting in which it is agreed to dissolve the company or request a judicial dissolution if there is no agreement.
In case of not complying with current legislation, the administrator will be forced to assume the debts that have been generated, either by rents, infractions or bank commissions, among others.
The withholdings that have been made until it was declared inactive and, subsequently, those that are applied by the commercial registrar for the presentation of the annual accounts must also be presented. Of course, as it has no activity, it is not a deductible expense for the company.
Do companies without activity have to present the annual accounts and the Corporation Tax?
As we have already indicated above, the answer is yes. There is a whole series of obligations of inactive companies. Despite not having economic activity, they still have legal personality, which implies a set of responsibilities.
Companies that have filed their cessation are still obliged to file corporate tax, in addition to their annual accounts in the Mercantile Registry.
On the other hand, their inactivity does not exempt them from the obligation to keep their accounts, complete the books and present the annual accounts in the Commercial Register.
They have to do so until they are dissolved, and the fact of not doing so implies a series of fines of between 1,200 and 300,000 euros.
In line with this, it should be noted that a company continues to amortize its investments, even if it has no activity, which generates a series of accounting movements.
Moreover, their inactivity does not exempt them from variations in their valuation. The company can keep its assets, liabilities or assets, regardless of its cessation of activity. Information to be reflected in the annual accounts.
The obligations of inactive companies also go through filing Corporation Tax. An obligation that any company has because it exists. Only, it must be indicated in the model, that the tax is presented without activity.
The fact of being on leave from the AEAT does not exempt a Company from the fiscal responsibilities it has until it is dissolved.
Therefore, inactivity is a formula that is designed for a short period of time, which cannot be higher than a year. Once this period has elapsed, the administrator is obliged to dissolve the company.
There are many inactive companies in an irregular situation, because sometimes it is more comfortable to leave them so as not to carry out their dissolution. But if the current legislation is not complied with,there is a risk of receiving a fine, and as an administrator, being obliged to assume the debts that the company had, being subsidiarily responsible for them.
It is true that the dissolution of a commercial company entails a series of expenses, but it is the only legal way to close a company.
Inactivity is a temporary solution and is not a closure, since you can choose to resume the activity of the company after the necessary time.
During the time that you do not have activity, it is necessary to comply with the tax and accounting obligations that are required in all companies.