It is possible to dissolve a Single member limited liability company (EURL) by amicable way. However, conditions must be met and the company must not be in a state of insolvency. In other words, it must be able to repay all its creditors. To close an EURL by mutual consent, it is necessary to follow a specific procedure. here are the ten steps to follow to dissolve an EURL amicably.
It is possible to end to one Single member limited liability company (EURL) by amicable way. However, requirements must be respected and the company must not be in a state of insolvency. In other words, it must be able to repay all its creditors. To close an EURL by mutual consent, it is necessary to follow a specific approach. here are the ten steps to follow to liquidate a EURL amicably.
It is possible to end to one Single member limited liability company (EURL) by amicable way. However, requirements must be respected and the company must not be in a state of insolvency. In other words, it must be able to repay all its professional creditors. To close an EURL by mutual consent, it is necessary to follow a precise gait. here are the ten steps to follow to liquidate a EURL amicably.
Early dissolution of the EURLBefore closing the EURL, it is necessary to check whether an amicable procedure can be implemented. This is possible when the financial situation is solid. The company must then be able to repay all its debts. If this is not the case, a bankruptcy must be filed to prove that a recovery is not feasible. This is single sole partner to make the decision to terminate their EURL prematurely. This decision must be recorded in an official document, called record decision of the sole shareholder. Disseminate a legal notice of dissolutionThe EURL has a period of one month from its dissolution to send an organization qualified to receive legal notices (SHAL) a notice of dissolution. Usually this is a legal notices log (JAL). He can provide printed or digital distribution of the announcement and must, in any case, be approved by the prefect to carry out this task. A legal announcement of dissolution must contain certain Required information. Its content is defined by law and strictly supervised. There are many online tools that can help craft such an ad and allow it to be published online at a lower cost. After the process is completed, the log provides a proof of record called publication certificate. Complete an M2 formTo declare dissolution of the EURL, it is necessary to complete a document specific. It is the amicable liquidator, appointed by the sole shareholder, who is generally responsible for producing it. This is Cerfa numbered 11682, better known as "M2". It is necessary complete, date and sign this form. To do this, tick the “dissolution” box in box 1. In box 2, note the characteristics of the EURL (name, capital, etc.). The SHAL chosen to publish the legal announcement and the date of publication must be mentioned in box 9. The place of liquidation must also be indicated. If the EURL closes one or more establishments – outside the head office – they should be noted in boxes 11 and 12. In addition, the identity of the amicable liquidator and that of the manager he replaces must be mentioned. Submit a document to the registry of the commercial courtFor the closing of the EURL to be effective, it must to declare to a specific organization: the Registry of the Commercial Court. The purpose of the request is to modify the information appearing in the trade and companies directory. It comes in the form of a file submission. The Kbis extract from the EURL will then mention “company in liquidation”. The file consists of a copy of the minutes of dissolution, the certificate of publication of the notice of dissolution, an identity document of the liquidator (with a certificate of non-conviction and filiation) and the M2 form. It can be sent by post (courier) or in a dematerialized way on the infogreffe.fr website. Filing can also be done directly at the reception of the commercial court registry. Execute settlement transactionsWithout waiting for the filing of the amending registration file, the voluntary liquidator must perform specific tasks. They are called the settlement transactions. They consist of to sell the assets (goods still present in the company: stocks, materials, etc.) and, with the money received in return, repaying liabilities (all debts of the business). As soon as he takes office, the voluntary liquidator must, in principle, summon the sole shareholder to submit a report on the state of the EURL. During this meeting, he must indicate to him the period of time he considers he will need to fence the society. If it is liquidated in the meantime, the liquidator has the obligation to take care of it personally and respecting the usual legal deadlines. Formulate the final liquidation accountAfter carrying out its liquidation work, the amicable liquidator must draw up final financial documents, then a single liquidation account (after registering the liquidation procedures). There is usually a table of assets and liabilities and an income statement. These accounting statements – the last of the EURL – reveal in particular the liquidation result and SALE final. At the end, the remainder resulting from all operations goes to the sole shareholder. If he receives a sum of money greater than his contribution to the share capital, he benefits from a profit of liquidation. Otherwise, we speak of perte of liquidation. Be that as it may, the sole shareholder must approve the liquidation accounts and allocate the result. Complete the dissolution procedureOnce all the liquidation operations have been carried out and the liquidation accounts created, the liquidator must again convene the sole shareholder. During this meeting, the latter must approve the accounts, distribute the liquidation profits and above all, discharge the liquidator and release him from his mandate. A investigation report decision of the sole shareholder must also be drafted. As before, it is the sole shareholder who has the power to make these decisions. The manager, for his part, has already been removed from office. The report should be recorded to the territorially competent business tax department (SIE) in the event of liquidation profit. This formality is not required when there is no bonus. Publication of a legal notice of closing of liquidationThe formalism required at the end of the liquidation procedure is the same as that required when the company enters the dissolution process. The EURL must therefore draft and publish a legal notice of final closure of liquidation. Beware, it is required to use the same newspaper than the one that served to announce the early dissolution. A lot of information must be mentioned in the liquidation closing announcement. To sum up, it must contain all of the decisions taken by the sole shareholder (approval of the accounts, discharge to the liquidator, discharge of his mandate and final closure of the procedure). A certificate of publication of legal notice is then given to the EURL. It will serve as supporting evidence for the delisting request. Complete an M4 formThe objective is to declare the disappearance of the EURL. To do this, a new form must be in use. This is the cerfa 11685, better known under the name "M4" ou "Declaration of request for cancellation". It has two pages, in PDF format. In box 1, we find the identification of the EURL (characteristics and unique identification number). The date of definitive cessation of the activity must be registered in frames 2 and 2 Bis. You must also check the box entitled “closing of liquidation”. In addition, in the case of complementary or secondary establishments, it is necessary specify their closing by filling in the fields of box 4. Finally, the amicable liquidator must affix his signature and data on the document. EURL removal requestTo render the EURL inoperative, it is necessary that file a request for striking off in the Trade and Companies Register (RCS). Once the process is completed, the company will cease to exist in the eyes of all and third parties. There procedure consists in sending a complete file – the last one – to the registry of the commercial court. The request for deregistration from the RCS requires several documents and proof: the M4 form, a copy of the closing minutes of the liquidation, the certificate of publication of the legal announcement of liquidation, a copy of the final accounts, etc. After verification of the file, the court clerk withdraws the company from the register and issues it a final Kbis extract: its Deregistration Kbis. 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