It is possible to dissolve a simplified joint stock company (SAS) subject to certain rules and conditions. The reasons for such disappearance may involve the entity itself (completion of end of expected term, achievement of corporate objective) or its shareholders. Here is a summary of reasons for the dissolution of an SAS. Note that the consolidation of all the shares in the hands of a single person does not cause the dissolution of the SAS but its transition to SAS Unipersonnelle.
A company cannot have an unlimited period. The partners must specify in the articles of incorporation the contract length (usually a number of years) which must not exceed 99 years.
At thecontract expiry, the partners meet to decide whether or not they want to continue the activity of the SAS. An extension will have the effect of lengthening the life of the company and modifying the articles of association. But they can just as well choose not to extend, which will result in the dissolution and liquidation of the SAS.
THEactivity exercised by a company is, like its duration, an essential element that characterizes it. The partners must therefore define in the statutes thebusiness goal of SAS. This is, in a way, its raison d'être.
The SAS therefore finds itself dissolved when its commercial objective is hit or when it becomes impossible to reach. The extinction of the commercial objective remains rare in practice because the partners generally find a way to extend the company's field of action as much as possible.
The majority of commercial companies whose shareholders benefit from limited protection are required to adopt a particular method when they have significant deficits. Consequently, when the equity is below half of the capital, partners must:
If the option is to keep the activity, the company must restore its situation before the end of the financial year following that which experienced the deficit. In the absence of a correction, an interested party may request the liquidation of the SAS.
SAS partners have the option of terminating the company they have created without waiting for the end of its term. This early voluntary dissolution lead the amicable liquidation of the SAS and leads to its disappearance.
Early dissolution can only be pronounced if the company is not to en cessation of payments. It must be able to pay off its creditors with its available assets.
The dissolution of a simplified joint-stock company may be decided in the following cases:
To read also on the subject of the dissolution of an SAS:
The dissolution may affect the SAS which have reached their term, which are accompanied by significant unadjusted losses or whose corporate purpose has expired/achieved. The partners can also terminate the partnership agreement early, under certain conditions.
