The partners of a company cannot, by themselves, determine the closing of the company. The protection of the interests of the stakeholders is ensured by the court. However, if the financial situation of the Company is satisfactory, it can start a voluntary dissolution. Foundation-company-ricard offers a complete file on the amicable closure which answers the following questions:
- What is amicable closure ?
- Why voluntary dissolution is beneficial ?
- What criteria must be met to apply? ?
- How to amicably close a business ?
Meaning of amicable liquidation
La early voluntary dissolution is the process by which , of a company decide to end to its activities before the date originally planned. In principle, the duration of the company has been fixed in the articles of incorporation and cannot be closed before theexpiration of period (99 years generally).
La amicable liquidation is the only one exception to this principle. If certain conditions are met, the partners can voluntarily decide to liquidate the company and proceed with an early voluntary dissolution.
Advantages of amicable liquidation
La amicable liquidation is interesting because it presents bespoke in terms of simplicity as well as cost, related to each other.
It does not provide for the intervention of the courts, and allows the company to choose freely the liquidator, who can be an officer or a partner. The procedure takes place quickly and the liquidator may be remunerated free of charge. On the other hand, judicial liquidation involves remuneration of the liquidator and the judicial representative for services such as the management of the file, the processing of claims, the verification of wage claims, the sale of assets or the distribution of proceeds of sale.
What is the criterion required for an amicable liquidation?
An amicable liquidation can only be carried out if it does not harm anyone. It is in fact set up in order to guarantee the security of creditors. It would therefore assume that the company succeeds in adjust all his debts. For that, she must not be in a state of cessation of payments.
Le cultural heritage. of the company must be sufficient to acquit all his obligations. These are fixed assets and inventories for sale, receivables to be collected and cash to be mobilized. THE obligations include supplier, tax, social and bank debts.
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How to liquidate your business smoothly?
In order to peacefully liquidate one's company, one must first dissolve in advance. Once the liquidation operations have been completed, the liquidator must file a request for removal from the Trade and Companies Register (RCS).
It is important to note that the legal personality of society will persist for liquidation purposes, and even then, as long as it still has rights and obligations. It is therefore useless, even dangerous, to conclude a partnership prematurely.
1st step: dissolve the company early
La early dissolution results from voluntary decision of the shareholders. They need to come together and take this initiative collectively. It takes the form of holding a extraordinary general meeting (AGE), giving rise to the establishment of a record. When the company has only one shareholder, it is up to him to make the decision. He must also enter it in the sole shareholder's decision report.
The shareholders do not only decide to dissolve, they must also appoint an amicable liquidator, assign him his powers and possibly a remuneration. It can be one of the shareholders, the sole shareholder, or the legal representative of the company (manager or president for example). Dissolution leads to the cessation of corporate mandates: the directors are released from them.
At this stage, the liquidator must accomplish many legal formalities. Its main mission is to:
- Write and send for publication a legal announcement of dissolution,
- Complete a declaration of modification of a legal person (form M2),
- Register the copies of the minutes of the extraordinary general meeting (deleted since 01/01/2021),
- Compile a file and submit an application for amending registration to the registry of the commercial court.
2nd step: definitively close the liquidation operations
Once dissolved, the company immediately enters into a transition period said " liquidation“. Throughout this period, the liquidator has several missions. He must convene the shareholders to give them a report on his mission (expected duration). Then, he must list the assets, value them and sell them. With the money collected, he must settle debts and repay creditors.
If, during his mission, the amicable liquidator notices that he will not be able to reimburse all the social creditors, he must request the opening of collective proceedings.
When he has completed his work, the friendly liquidator draws up final liquidation accounts. He must then submit them to theapproval shareholders, whom it convenes in an ordinary general meeting. The latter must, on this occasion, grant him the discharge, unload of his mandate, note the result of the liquidation and distribute the eventual liquidation bonus.
At the end of the procedure, the liquidator must:
- Write and request the publication of a new legal announcement (in the same newspaper as before),
- Have the closing minutes of the liquidation recorded (only in the event of a bonus for a multi-person company),
- Complete a declaration of deregistration of a legal entity (form M4),
- Certify the liquidation accounts and sign them,
- Gather different supporting documents and file an application for removal from the RCS with the registry.
Also read on the subject of company closures:
- Dissolution: 10 questions/answers to know everything
- When can a company be closed?
- How to send a
What is the definition of amicable liquidation?
Reply :
Amicable liquidation is a procedure that allows the managers of a company in difficulty to reach an agreement with its creditors to put an end to its debts and avoid bankruptcy.
What are the conditions to be met in order to set up an amicable liquidation?
Reply :
The conditions necessary for the implementation of an amicable liquidation are as follows: the company must be in financial difficulty, the creditors must agree on the procedure and the liquidation plan and sufficient means must be available to pay the creditors.
What is the procedure for carrying out an amicable liquidation?
Reply :
The procedure for effecting an amicable liquidation involves preparing a liquidation plan, finding investors to fund the plan, negotiating and reaching an agreement with creditors, and implementing the plan.
