What are the causes of dissolution of a SASU?

A SASU (one-person simplified joint-stock company) may, like other commercial enterprises, be dissolved. THE reasons for dissolution may be linked to the sole partner or to external factors (expiration, achievement or extinction of the corporate purpose). THE grounds for dissolution of a SASU are explained below, although some of the reasons for dissolution of companies with several partners are not applicable (the SASU having only one member).

First reason for the dissolution of a SASU: expiration

The statutes of the SASU must provide for a longer term, limited operation. This is generally expressed in years and cannot exceed 99 years. When the SASU's deadline has arrived, the sole shareholder must decide whether it wishes extend the company or not. This decision will result in postponing the dissolution of the SASU to a later date. Of the statutory changes must be carried out and publicity formalities carried out. This includes issuing a legal notice of extension.

If the sole shareholder does not carry out a extension of his SASU, dissolution may be mentioned ex officio by the clerk of the commercial court. However, since July 21, 2020, a catch-up solution is possible in the event of non-extension. The sole shareholder may, during the year following the expiry, request the president of the commercial court to obtain an additional period of 3 months to make a decision.

Termination of the SASU due to the achievement or cancellation of the corporate purpose

THEsocial object described in the statutes of the SASU must represent the activity carried out by the company. When this activity is over, the reason for which the SASU was created disappears and the legal personality of the company no longer has a reason to exist. It is therefore automatically dissolved as a result of theexecution of the corporate purpose.

The same principles apply when the activity becomes impossible. The corporate object is then extinguished and it is necessary to proceed with the SASU resolution. THE'abolition of the corporate purpose is very rare in practice because the sole shareholder generally defines a fairly broad corporate purpose.

Failure to restore losses: 3rd reason for dissolution of SASU

when SASU knows financial misadventures which have the effect of reducing its own funds half or less than capital, it must be followed a special procedure for replenishing capital (a special mention must be inserted in the trade and companies register). The sole shareholder must, within four months of its unilateral decision approving the amount of the loss, choose between dissolving or continuing the activity of the SASU.

However, the latter must put an end to this situation before the close of the second financial year following that during which the losses were recorded. In the event of non-compliance with this obligation, any interested person may submit a request for dissolution of the SASU.

Reason for dissolving a SASU: the will of the sole partner

La last reason for which a SASU can be dissolved is that of a Sole Partner Arbitration. We then speak of voluntary early dissolution of the SASU. This assumes, however, that the company is not in default of payment, that is to say that it is able to pay its due debts thanks to its available assets.

Factors for dissolving a SASU

Finally, the dissolution of a SASU can be caused by one of the following elements:

• The occurrence of an event or a circumstance provided for in the articles of association which leads to the dissolution of the company (change of tax regime, termination of the functions of the president, etc.);
• Non-compliance with the 2-year deadline for a put to sleep ;
• Placement in judicial liquidation for lack of assets;
• Cancellation of the partnership contract;
• The application of a criminal sanction if the SASU has committed an offense or a crime or if it has been created or diverted from its purpose to commit offences.

You will also find other information on the subject of the dissolution and liquidation of a SASU:

• The cost of dissolving and liquidating a SASU
• The liquidation of a SASU
• Deregistration of a SASU
• Solutions for managing a SASU without activity
• Closing an online SASU
• Voluntary cessation of a SASU

A SASU may be dissolved due to the expiry of its term (not renewed), the extinction or the achievement of its corporate purpose, the non-restoration of its equity within the time limits or a decision of the sole partner. Dissolution entails the liquidation of the SASU, unless the partner is a legal person.