Closing a SASU represents a complex procedure that requires adequate organization. THE steps involved are many. You can make some yourself, using online templates and tools. To close a SASU, you must first dissolve, Then liquidate . Each step requires communication : drafting of documents, filling in forms, distribution of advertisements and filing of files with the registry of the commercial court.
To help you, Fondation-entreprise-ricard offers a complete and free guide to accompany you in the closing your SASU :
Check the advisability of an amicable dissolution
You can terminate your SASU only if your company presents a good financial health. To do this, she must be able to meet its obligations, using assets still available (stocks, fixed assets) and receivables still to be collected. No creditor should be harmed.
If not, you cannot make a amicable dissolution. The only possibility is then to initiate a judicial liquidation procedure with the commercial court. The judges, if they consider that it is not possible to rectify the situation, will decide on judicial liquidation. They will then appoint a legal representative to manage the operation and a liquidator.
Amicable dissolution presents several bespoke. She offers a flexibility important and allows save money in terms of procedural costs. You can, in fact, freely choose a liquidator (you for example) and decide that he will exercise his functions without any remuneration.
Write a deed of dissolution
If your SASU is eligible for the conditions cited above, you are entitled, being the sole shareholder, to close early your business. You must therefore draw up a written document that formalizes your decision. It's called a act of dissolution or a report (PV) decided by the sole shareholder.
Several mentions and provisions are essential to its drafting. In particular, it must explicitly mention the early dissolution of the SASU and its amicable liquidation. Complete information on the amicable liquidator must also be included: his powers, his remuneration and his obligations with regard to the sole shareholder.
Fondation-entreprise-ricard offers you a free deed of dissolution template to help you. You can copy and paste it and modify the information it contains to adapt it to your situation. Note that the dissolution report is no longer necessarily subject to registration at the tax office.
Drafting of a legal announcement of dissolution
Once the decision has been made, it should be compose a review, called a legal notice of dissolution, and to send it to a medium authorized to receive it (SHAL). Usually it is a newspaper of legal announcements (JAL). You must choose a support that covers the department where the head office of your SASU is located.
This announcement of dissolution must include numerous information required by law. In case of lack or error, you will have to publish a new announcement and the costs of formalities will then be increased.
Many online tools are available to assist you. Fondation-entreprise-ricard makes one available to you. He will help you write your legal notice (to make sure you don't forget any mandatory information) and will tell you the cheapest newspaper to publish your notices. You will receive your publication certificate in less than 24 hours.
Complete an M2 form
Before submitting your request to the commercial court, you must complete a declaration of dissolution. This form, generally called "M2", is relatively simple to complete in practice. Sections 1 and 2 provide the characteristics of the SASU (name, address, SIREN). Section 9 summarizes the information related to the procedure (date, publication in a newspaper, address of the liquidation).
Sections 11 and 12 concern the closures of other company sites, other than the head office (additional or secondary establishments). Finally, section 19 defines the identity of the amicable liquidator and that of the president of the SASU, whose mandate ceases immediately. The form must be dated and signed by the amicable liquidator.
A free file, written by our specialists, explains to you, in detail, how to complete the M2 form to declare the dissolution of your SASU. In particular, it includes a link to download the form from the service-public.fr website. It will serve as a guide to complete it. Do not hesitate to consult it if necessary.
Submitting a modified registration request
Once you have completed your tasks, you must submit a modified registration request in the Trade and Companies Register (RCS). To do this, you need to build a dossier which contains the completed and signed M2 form, as well as numerous supporting documents: certificate of publication of the legal announcement, copy of the dissolution report, etc.
The liquidator must also draw up and sign a certificate of parentage and non-conviction. He must provide a copy of proof of identity. You can submit the file by post (postal) or online, on the site of the clerks of the commercial courts (infogreffe.fr). Compensation, by check or credit card online, must accompany the deposit.
When the clerk accepts your file, he publishes a notice in the official bulletin of civil and commercial announcements (BODACC – unless the president is the sole shareholder). It modifies the data contained in the RCS and then provides a new Kbis extract to your SASU. There Company is then "in liquidation", that is to say, in the process of being permanently removed from the legal registers.
Carry out liquidation operations
If this has not yet been done when you make the decision to dissolve, you have a period to declare the assets of your SASU. You must then sell the goods who remain in your business. This includes, but is not limited to, supplies, raw materials and products in inventory, as well as higher value assets essential to the business.
With the money collected, the amicable liquidator must "pay" the creditors, that is to say, simply, the repaying. The liquidation period, that is to say the period of time between the date of dissolution and the closing date of the liquidation operations cannot last, in principle, more than 3 years.
The goal is to establish, once the liquidation operations have been completed, liquidation accounts. It is nothing other than an accounting balance sheet, which takes into account the result of the liquidation (good or bad). On the asset side, only funds are present. On the liabilities side, there is equity and the final result of the procedure.
Write a settlement report
When you have determined the outcome of the liquidation, it is necessary to contact the sole shareholder to make a decision about his fate. In general, the right is fully his. It is therefore essential to materialize this decision through a liquidation closing minutes. The sole partner must approve the liquidation accounts, discharge the amicable liquidator from his mandate, share the balance and pronounce the definitive end.
This document must also include several mandatory information. In order not to omit anything, you can also use the liquidation report template offered free of charge by Fondation-entreprise-ricard. Simply copy and paste the text and modify it to take into account the characteristics of your company and your procedure (amount of the result, etc.).
You should also know that in case of clearance bonus, you must submit the minutes to theregistration to the tax department on which your SASU depends. A tax may, if necessary, be paid to the tax authorities (in particular in the presence of real estate or a goodwill for example). The 2,5% sharing right provided for companies with several partners does not apply here, in principle.
Issue notice of liquidation
One of the final steps in finalizing a procedure is to publish a legal notice, more commonly referred to as a Notice of Closing of Liquidation. This announcement must contain mandatory legal notices, otherwise your SASU cannot be removed from the trade and companies register.
You must use the same newspaper than the one who broadcast your legal notice of dissolution. Otherwise, your file will be rejected by the registry of the commercial court. You will therefore have to place a new ad.
Many online solutions are at your disposal to carry out this type of publication. Fondation-entreprise-ricard offers you a specific tool to write your advertisement, with the same newspaper that you had selected previously, so that your file is valid.
Complete an M4 form
Before proceeding with the dissolution of your SASU, you must complete the M4 form, entitled " Declaration of cancellation of a legal person”. you can find it on the website service-public.fr or on the Fondation-entreprise-ricard website which offers a notice. Frames 1 to 3 must inevitably be filled.
Box 1 contains the identification data of your SASU. Boxes 2, 2 bis and 3 collect information relating to the procedure (date of cessation of activity, closing date of dissolution, etc.). If you are closing establishments other than the head office, box 4 must also be completed.
The M4 consists of three pages. Only the first needs to be completed. The other two pages contain the same information and are intended for different recipients: the business formalities centre, the registry of the commercial court and the tax administration (business tax department).
Request the deregistration of the company
It's here final step of the amicable dissolution of your SASU. It involves, purely and simply, claiming one's suppression of the trade and companies register (RCS). Your organization will then cease to exist for all to see. To achieve this, you must submit a new file to the registry of the commercial court, by post or online on the infogreffe.fr website.
The latter must contain the final liquidation accounts, the closing minutes of the liquidation operations, the certificate of publication of the legal announcement and the M4 form completed, dated and signed. Payment must be attached to the shipment (check or credit card online). It will be used to remunerate the court clerk and to pay BODACC* insertion fees.
When the file is complete, the court clerk launches the publication at BODACC (*unless the chairman and the sole shareholder are the same person) and proceeds to the delisting from the SASU. He then withdraws his name from the legal registers and gives him his last Kbis extract before his disappearance: the "famous" Deregistration Kbis. Your company will no longer exist legally.
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