All types of companies (SA, SAS, SARL, SCA, SNC, EURL, SASU…) have a limited lifespan. When this ends, the partners have to make a decision : do not renew it or extend for a certain period. If nothing is done, the company risks being deregistered. Foundation-company-ricard offers you this file on the end of a company's existence.
Gather the partners to discuss the future of the company
The legal representative of the company must ask the partners to meet to discuss the future of the company at least one year before expiration. If the legal representative does not comply, each partner may ask the president of the commercial court to appoint a legal representative responsible for launching the consultation.
The chat terms depend on the legal form of the company. Here they are :
| Legal status | organs | Quorum | Majority |
| SASU | Sole shareholder | Not applicable | Unilateral decision |
| EURL | Sole shareholder | Not applicable | Unilateral decision |
| SAS | Provided for in the articles of association (failing that the community of partners) | According to the statutes | Depending on the statutes (in case of silence, unanimously) |
| SARL | Community of partners | None (SARL created before 03/08/05) or 25% of the capital (from 04/08/05) | 75% of the capital (SARL created before 03/08/05) or 66,67% of the capital (04/08/05) |
Partners have two options:
- Extend the duration of the company
- Do not renew its duration.
Discover the consequences of each decision.
Consideration of an extension for a company: administrative requirements
When shareholders decide tolengthen the duration of their society, they must assign it a additional period. This may be identical to that initially fixed or not (99 years, specific event, particular date, etc.). The extension has no tax or legal consequences. However, it requires complete formalities imposed by law.
The duration of a company is mentioned in its Kbis extract. Any transformation must be communicated to the registry of the commercial court so that it updates the information referenced in the trade and companies register (RCS). For this, the company must:
- Publish a legal notice of extension in a competent newspaper,
- Register the deed attesting to the extension of the company (procedure abolished since January 1, 2021),
- Complete a modification request form (M2),
- Assemble a file and file it with the registry of the commercial court.
End of life of a company: the consequences of non-renewal
If the partners decide not to continue the activity of their structure, the latter then enters into a process of dissolution et liquidation (unless the sole shareholder is a legal entity).
To dissolve and liquidate a company, it is then necessary to follow several steps that can lead to its radiation of the trade and companies register (RCS). Here are the main ones:
=> Formalities related to the dissolution
- Appoint a liquidator
- Publish a legal notice of dissolution
- Register the minutes of dissolution (required since January 1, 2021)
- Submit a modified registration request to the RCS (M2)
=> Formalities related to liquidation
- Sell assets, pay off debts and pay taxes
- Establish the final liquidation accounts
- Publish a legal notice of closure of the liquidation
- Save the closing minutes (in case of liquidation bonus)
- File a delisting request (M4)
Consequences of inaction in the event of the termination of a company
It is possible that the company continues to operate above the time limit planned without the partners having taken the decision to extend it. Previously, this type of situation could have very serious consequences for society. Indeed, the registry of the commercial court had the right to deregister the company automatically at the end of a particular procedure.
The law was amended on July 21, 2020 to make changes. It authorizes the members not consulted before the term to ask the president of the commercial court, in the year following the expiry, that he authorizes a subsequent consultation for restore the legal situation within 3 months. A legal representative may be mandated to convene the consultation of the partners.
Do you want to close your company? use our partner service: I close online!
Other articles on closing businesses:
- What is the cost of closing a company ?
- How to shut down a company ?
- Is it mandatory to register the minutes of dissolution ?
- Is it also necessary to register the deed of liquidation ?
- How to liquidate and dissolve your company at a lower cost ?
The term of a company can be the end of its existence or its redefinition for a precise duration.
