Sleeping (or temporary cessation of activity) of a business

Verified 21 November 2025 - Entreprendre Public Service / Legal and Administrative Information Directorate (Prime Minister)

The sleep setting allows a business to temporarily cease its activity without going through a phase of dissolution and liquidation. During this period of inactivity, the business retains its registration in the National Register of companies (RNE). It continues to meet its fiscal and social deadlines.

Temporary economic difficulties, the illness of the manager, or the occurrence of a disaster can lead to the decision to put the business to sleep.

The business must not be in cessation of payments. In that situation, it must request the opening of a collective procedure.

The legal representative of the business (manager, president, for example) decides to put the business to sleep. The holding of a general meeting of the partners is optional, unless the statutes provide that it is mandatory to take a decision.

Within 1 month as from the decision to suspend (or the general meeting of shareholders if it takes place), the legal representative of the business must declare the temporary cessation of activity on the site of the company formalities desk.

Window of company formalities

Please note

When the business has one or more secondary schools, it must, prior to the formality of putting into abeyance, close that secondary establishment on the site of the company formalities office

The declaration of temporary cessation at the companies' formalities desk automatically entails the following consequences:

  • Amending registration in National Register of companies (RNE) and the Trade and businesses Register (RCS) in the event of commercial activity
  • Automatic insertion in the Official Bulletin of Civil and Commercial Advertisements (Bodacc) so that third parties (e.g. suppliers or other business partners) can be informed.

FYI  

It is not necessary to announce the temporary cessation of activity in a support authorized to publish a legal ad (Shal).

The length of time a business is put to sleep is limited to 2 years.

The legal representative of the business put on hold remains bound to comply with various accounting obligations:

During sleep, the manager continues to perform his or her duties and remains affiliated with the social security system on which he or she was dependent before sleep:

  • If it depends on the social security scheme for self-employed persons (TNS), i.e. the social security scheme for self-employed persons (this is the case of the majority associate officer of LLC: titleContent, the associate officer ofEURL: titleContent or the manager of CNS: titleContent): it continues to pay social security contributions during this period. These are then calculated on a minimum basis (daily allowances, basic retirement, disability-death).
  • If it depends on the general social security scheme as an employed person : the amount of social security contributions depends on his remuneration. Where the manager does not receive remuneration, he is not liable for social security contributions.

For more information on social security schemes, see the fact sheet on the social protection of the leader.

Please note

During sleep, social contributions and contributions potential employees must be paid.

FYI  

The exemption from social security contributions which the manager enjoys under theaid for the creation or resumption of a company (Acre) shall be maintained during the period of temporary cessation of activity.

When a dormant business is a tenant of a commercial lease, it may retain the premises in which it operates.

However, if the lease contract requires personal exploitation of the activity uninterrupted, the tenant business risks a termination of commercial lease or a refusal to renew the lease by the owner. In this case, the business may be domiciled in a domiciliation office.

During the temporary cessation of activity, the director must take certain steps.

VAT

Sleeping business is exempt from VAT declaration and payment.

Taxation of profits

Profits earned by the business are taxed on the IR or IS.

Répondez aux questions successives et les réponses s’afficheront automatiquement

Business subject to income tax (IR)

Each partner of the business is taxed directly on his tax return. If he carries on a commercial activity, he is taxed in the Industrial and Commercial Profits (BIC) category and if he carries on a liberal activity, he is taxed in the Non-Commercial Profits (NCB) category. During sleep, each partner continues to report their company to the later than 15 days after the 2nde working day after 1er May. It shall indicate the words " nil ’ in place of the amount of turnover or revenue. For more information on filing income tax returns for industrial and commercial profits (BIC), please refer to the fact sheet on the Industrial and commercial profits (BIC): real tax regime. For non-commercial profits (NCR), you can refer to the fact sheet on the non-commercial profits (NCBs): actual tax regime

Business subject to business tax (IS)

The business must submit an annual statement of results in the 3 months from the end of the financial year.

During the sleep, the manager continues to transmit the income statement and reports the turnover (turnover) by indicating the mention “nil” instead of the amount of the turnover or revenue.

For more information on the IS declaration, please refer to the fact sheet on business tax (IS): tax, declaration, payment

Company Property Assessment (CFE)

Sleeping business must pay the company property tax (CFE) during the first 12 months of inactivity. Beyond 12 months, it is exempt from CFE.

Warning  

Companies with a turnover or revenue of less than or equal to €5,000 are exempt from CFE.

After a temporary cessation of activity (for a maximum of 2 years) the manager has 3 possibilities: to resume the activity, to permanently cease the activity or to sell the business.

Resume activity

The leader who wishes reactivate the business must make an amending registration with the company formalities window.

If, at the end of the 2-year period, no altering entry has been made, the Registrar of the Commercial Court may automatic removal from the register business. It shall inform the head of the business by registered letter with acknowledgement of receipt. In order to challenge the automatic removal from office, the director may ask the clerk to revoke the removal, i.e. to reverse the decision by providing the supporting documents. The Registrar then has 15 days to revoke or maintain his decision to strike.

Permanently cease the activity of business

At the end of the 2-year period of inactivity, when the manager wishes to definitely stop the activity of the business, it must convene the partners in general meeting to vote the dissolution business and appoint a friendly liquidator.

The dissolution decision must be declared on the website of the companies' formalities desk:

Window of company formalities

The business then enters a liquidation phase in which the amicable liquidator proceeds to the sale of the assets and the payment of creditors.

At the end of the liquidation, the liquidator convenes the partners to decide on the liquidation accounts and close the liquidation. The closure of the liquidation results in the cancelation of the business. The liquidator takes the steps for the liquidation and the cancelation of the business. The business loses its legal personality and may no longer engage in any activity.

Sell the business

At the end of the 2-year period of inactivity, when the manager wishes to definitely stop the activity of the business, he can then sell the business and sell the securities of the business. The tax and social impacts are different depending on the option chosen.

To learn more about how these operations are carried out, you can consult our file on the assignment of a company.

Who can help me?

The public service accompanying companies

Do you have a project, a difficulty, a question of everyday life?
Simple and free: you are called back within 5 days by THE advisor who can help you.

Get a phone call with an advisor