La disappearance voluntary advance payment of a simplified joint-stock company – SAS – (or the “amicable” liquidation) may be pronounced by its partners under certain conditions. Furthermore, it is necessary to respect a method particular. here are the steps to follow to liquidate an SAS :
- Make the partners decide,
- Publish a legal notice in a newspaper,
- Compile a complete file and submit it to the court office.
Ruling on the voluntary dismantling of an SAS
Voluntary early dissolution of an SAS is only possible if the company is able to repay its debts. Otherwise, the rules of judicial liquidation apply. But there are other causes of dissolution.
Decision to dismantle an SAS
Only the SAS partners can choose to liquidation of their company. The law provides, in fact, that the decision to dissolve an SAS can only be taken by the shareholders in General Meeting. The statutes of SAS cannot derogate from this rule of public order. It is therefore up to the partners, collectively, to make this decision.
Regarding the majority, reference should be made to provisions set out in the articles of association. No legal provision also applies with regard to the method of:
- Operation of general meetings (quorum and majority rules),
- Consultation of the partners (in assembly, by correspondence, under private seal, etc.).
The act deciding the early dissolution must contain certain mandatory information. It contains resolutions confirming the will of cease the activity of the company :
resolution number [number] – Early dismantling and amicable liquidation of the SAS
The general shareholders' meeting decides, after hearing the Chairman's report, to decide on the early dismantling of the company as of [Effective date of dissolution] as well as its amicable liquidation. Throughout the liquidation period, the company name will be followed by the words “Company in liquidation”. In addition, the registered office of the company will be established at [Address of headquarters].
Appointment of SAS liquidator
When the partners decide on the early dissolution of the SAS, they must also carry out the appointment of a liquidator. It could be the president, a partner or even a third party. His mandate cannot last more than three years.
The liquidator is entrusted with specific missions consisting of selling fixed assets and stocks, recovering receivables and repaying debts. He must also convene the partners within 6 months of his appointment and every year thereafter.
Here is an example of a resolution to insert in the minutes:
resolution number [number] – Appointment of the liquidator
The general meeting appoints as liquidator, for the duration of the liquidation:
[Designation of the chairman], chairman of the company, whose term of office as chairman ends as of today. At the end of the liquidation, the approval of the liquidation accounts, the discharge to the liquidator and the acknowledgment of the closure of the liquidation will be the subject of a collective decision of the partners.
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[Designation of third party], moreover [Third Party Address]. It also puts an end to the functions of corporate officers. At the end of the liquidation, the approval of the liquidation accounts, the discharge to the liquidator and the acknowledgment of the closure of the liquidation will be the subject of a collective decision of the partners.
Registration of the minutes of dissolution of the SAS
Le minutes of extraordinary general meeting ruling on the voluntary dismantling of the SAS had to be registered with the tax authorities within one month.
This formality, which previously cost 375 euros or 500 euros, was carried out free of charge in 2020. Since January 1, 2021, the registration formality has been deleted. She remains optional nowadays.
Put an announcement in a newspaper of legal announcements about the dissolution of the SAS
Once the partners have decided to dissolve the company, they must inform third parties.
For this, it is necessary to write and publish a legal notice of dissolution of SAS in a newspaper of legal announcements covering the department of the company's headquarters. This announcement must include the surname, first name and address of the liquidator as well as the reason for the liquidation and the place of the headquarters of the liquidation.
This announcement must be published within one month of the appointment of the liquidator.
Collection of documents for sending to the CFEs
This is the last phase of the accomplishment of steps de closing of an SAS. It is then necessary to gather a certain number of documents and to constitute a file. This file will then be sent to the Business Formalities Center (CFE) on which the company depends. An electronic method is also possible (online fence). Below is the list of required documents:
- Copy of Minutes of the certified general meeting by the liquidator;
- Copy ofcertificate of publication of the dissolution in an authorized journal;
- Affirmation on the honor of non-conviction as well as kinship the liquidator;
- Copy of the national ID card certificate of the liquidator (or copy of valid passport or birth certificate);
- Printed M2 completed, signed and dated;
- Check for payment of formalities.
Once dissolved at the request of the partners, the SAS enters a period of amicable liquidation. The liquidator will then exercise his prerogatives. The SAS must stop. The liquidation operations will lead to the determination of a liquidation balance sheet and possibly to the distribution of equity.
Good to know : online legal services – such as LegalPlace for example – offer the possibility of generating automatically and at low cost the legal acts necessary to dissolve and liquidate an SAS.
- Le content of a minutes of dissolution
- Le cost of closing an SAS
- La procedure for deregistering an SAS
- Le amount of registration fees (dissolution)
The voluntary early dissolution of an SAS requires compliance with a precise protocol: meeting of the partners, validation of the minutes, publication of a legal notice and sending of a complete file to the business formalities centre. The procedures are less restrictive when the company has only one partner (SASU).
