The associates by Joint stock company (SAS) can temporarily suspend activity of their business. This option consists of standby of SAS. The temporary cessation does not lead to its removal from the trade and companies register. However, this status is time-limited. Legal steps must be taken. Foundation-company-ricard dedicated an exhaustive file to the standby of an SAS. It includes:
- The benefits of mothballing an SAS
- The maximum sleep time of an SAS
- The formalities to be carried out to put an SAS on standby
- The consequences of putting an SAS on hold
The advantages of temporarily putting an SAS on hold
The legal representative of a simplified joint-stock company may decide to put society on hold when'activity is temporarily suspended. The competent body is usually the president.
This measure should not to to be an attempt to dissimulation of financial difficulties company or a state of insolvency. The company must therefore be able to repay its current liabilities using its available assets.
The company benefits from a temporary break, without being subject to a radiation of the trade and companies register.
Putting to sleep is different from a liquidation (procedure leading to the definitive disappearance of the company). On the other hand, a request for rectifying registration with the RCS remains necessary.
Put an SAS to sleep may turn out interesting in many circumstances and in particular to set up a project that has a good chance of succeeding in the near future.
Time limit for putting an SAS to sleep
The temporary cessation of a SAS cannot extend more than 2 années. It is assessed from the date entered in the Trade and Companies Register (RCS). Before the time expires, it is necessary to:
- Restart the suspended activity,
- Sell the company as is,
- Dissolve the SAS prematurely.
In the absence of action, the manager and the partners put their SAS in danger of judicial striking off. Indeed, the clerk of the commercial court has the power to carry out this operation. However, he must notify the company in advance. She then has 6 months to react, otherwise her radiation will be pronounced.
Strategy to make an SAS sleep
Le sleep of an SAS is decided by his legal representative, usually the president. However, he must obtain the consent of the shareholders.
Put an SAS to sleep requires some steps, to be completed within one month.
The manager must obtain the agreement of the shareholders, according to the clauses of the company's articles of association. The drafting of a report is imperative. Then, he must complete a specific form (M2) and submit a file of change request registered at the registry of the commercial court. This organization will place a special annotation on the company's Kbis extracts. Fees are payable (Bodacc, Registry, VAT, INPI, etc.).
Businesses that take a nap are not required to post a legal notice. An insertion of notice in the official bulletin of civil and commercial announcements (Bodacc) can however inform third parties.
La activity retake (and therefore the sleep cessation) also requires the fulfillment of steps. You must request a new update of the information entered in the trade and companies register.
Consequences of putting an SAS on hold
Tax results of the mothballing of an SAS
when SAS stops its activity, it ceases to be liable for certain taxes. In fact, she should not no longer file VAT returns.
In addition, it is not required to pay the business property tax (CFE) if it is dormant for a full year. It must, however, provide the tax authorities with a declaration of results (tax return) each year, even if it is dormant.
Accounting impacts of putting an SAS on hold
Putting an SAS on hold does not produce many accounting consequences. It must always keep commercial accounts (recording of receivables and debts) and draw up financial statements at the end of each accounting year.
The SAS which respect the conditions of the micro-enterprise can, if nothing has modified the structure of their balance sheet, present their balance sheet and their income statement in the abbreviated form of the general chart of accounts (PCG). The partners must also approve the annual accounts.
READ ALSO ABOUT THE FENCE OF A SAS:
The temporary suspension of the activity of an SAS can result in a sleep. The decision rests with the manager, subject to the partners validating it. This state offers the advantage of not having to erase the company from the trade and companies register. It cannot last more than two years and requires the completion of legal formalities. Once this period has elapsed, the company must either resume its activity or cease to exist.
