Know the path needed to close a company

Source: iG São Paulo - 09/11/2010

Otávio Furtado opened a physiotherapy clinic in Rio de Janeiro, in 2001, and attended to three other professionals. However, business did not prosper as expected. Unable to increase profits, the physiotherapist decided to close the company - which was not an easy task. Excessive bureaucracy was the biggest obstacle encountered. "It was very difficult to close the project and it took me a year to get it done," he says. “In addition, there are several tax agencies to write off the documentation and the process has a high cost. I spent R $ 1.500 on fees alone, apart from accountant fees. ”

There are many causes for the closure of companies. According to Sebastião Gonçalves, advisor to the Regional Accounting Council of the State of São Paulo (CRGSP), the most frequent ones are disagreement between the partners, lack of project results or still little capital to invest and support the pantries. At Furtado's clinic, competition with health plans was the main factor that led to the closure. "I did not attend health insurance patients and this made the competition very strong", he says.

Having made the decision to close the deal, the entrepreneur must pay attention to some prior precautions before asking for the documentation to be downloaded. One of the initial procedures is to dismiss all employees and pay the appropriate severance pay. “If you are unable to pay the debts, there is the possibility of making an agreement with the union responsible for the class. But it is important to resolve all pending issues in order to be able to proceed with the request ”, says Gonçalves.

Solving problems with the agencies involved is also necessary. If the company is related to the health area, it will eventually need to report its closure to health surveillance. In addition, in the case of trade, administrative issues need to be checked. "Try to sell all the stock, settle financial issues with suppliers, sell the fixed assets if they exist and, finally, write off the documentation", says Adilson Dezerto, manager of the engineering area at Trevisan Outsourcing.

Another relevant aspect at the beginning of the process, for companies that are not adept at Simples, is the certification that there are no tax debts or pending issues. As for micro and small enterprises, the negative certificates issued by the Federal Revenue Service (federal taxes), the Attorney General's Office of the National Treasury (Active Debt of the Union), the Social Security Revenue Service and Caixa Econômica Federal (Certificate of Good Standing) Guarantee Fund for Length of Service - FGTS) are waived.

The waiver of negative certificates is described in the General Law on Micro and Small Enterprises, in force since July 1, 2007, which also establishes that debts on behalf of the company are automatically transferred to the individual representative. In addition, according to this legislation, for individual Micro Entrepreneurs (MEI) to open or close their businesses more easily, it is possible to carry out the entire procedure directly at the Board of Trade.

According to data from the São Paulo State Board of Trade (Jucesp), there was a 7% increase in the number of companies closed in the first half of 2010, compared to the same period last year, with 29,7 closed projects.

Documents delivery

After resolving all pending issues, it's time to check out the documentation. Therefore, the entrepreneur or his accountant needs to go to the competent bodies. First, a document must be made, called Social Termination (for limited companies), in which the end of the company is attested. This declaration establishes, in the case of a company, who is responsible for the documentation. The cancellation can be made at a notary, whose expenses with fees are around R $ 80, or at the State Commercial Board (with a fee of up to R $ 54). If there are assets or liabilities, they will be distributed as established in the articles of association.

With the termination having the notarized signature, the person responsible for the process goes to the Federal Revenue Service to write off the National Register of Legal Entities (CNPJ) and the State Registration (if not a service provider) - which is done free of charge. It is also necessary that the Secretariat of Finance approves the document and lowers the registration. To this end, the person responsible must present the ICMS collection forms, the entry and exit books, the inventory and the unused invoices.

The registration must also be canceled with the Ministry of Social Security (INSS), with payments from the Social Security Guides (GPS) and the Cash Book. With this documentation in hand, the businessman goes to the city hall of his city, in the sector of Furniture Taxes, and writes the Municipal Registration (CCM - Cadastro do Contribuinte Municipal) free of charge.

If there is no documentation pending, the process is closed. The entrepreneur can spend up to R $ 5 on fees and expenses of the accountant. The process takes an average of 90 days. “It doesn't take long to close a project if the documentation is correct. However, this is not always the case. In addition, as the IRS has up to five years to continue inspecting, it is good for businesspeople to preserve the documentation, ”says the CRGSP advisor.