The dissolution of a company is an operation that can be expensive. For this reason, many entrepreneurs opt for close their company themselves, thus depriving themselves of the advice or services of an expert. For put an end to his company independently, it is necessary to know the legal formalities to be completed. Fondation-entreprise-ricard presents in this file the 10 steps to follow to close your company alone :
Finishing Your Company Alone, Step 1: Doing Due Diligence
If you want finish your business alone et reduce costs, you must opt for a amicable liquidation. This method will give you more flexibility and will allow you to considerably reduce the procedural costs. However, it will not affect the administrative costs, which will have to be paid regardless of how you decide to close your company.
The first exam to do is to check whether your company will be able to repay all debts. You need to make sure that she will have enough funds to satisfy her creditors. It's not just cash. Your company may also sell assets, collect customer invoices, or liquidate inventory before winding down. It must not find itself in a situation of cessation of payment.
Closure of the company: Drafting of a report of dissolution
When we decide to end to a company, this is materialized by the drafting of a document called minutes of dissolution. In the case of companies with several partners (SARL, SA, SAS, SNC, etc.), this report is called extraordinary general meeting minutes, while companies with a single shareholder (SASU and EURL) draw up a decision report of the sole shareholder. Since January 1, 2021, this document no longer needs to be recorded with the business tax department.
To help you close your company correctly, Foundation-company-ricard offers you a dissolution report template, which may be appropriate for you. This document must include mandatory information, such as the effective date of the dissolution, the name of the amicable liquidator (you), the power attributed, the mission entrusted and the remuneration granted.
Finalize your company by yourself, step 3: Publish a legal notice of dissolution
Once you have chosen to dissolve your business, you must inform third parties. Anyone who might be interested in the future removal of your business has a right to know. This is why the law requires publish a legal notice in a newspaper authorized to publish legal announcements. This is a newspaper of legal announcements (JAL). The announcement must contain precise information, otherwise the file will be rejected by the registry of the commercial court. The journal will provide you with a publication certificate, which you should keep for the rest of the process.
Here's a very legal notice of dissolution of company template, to be published in a JAL in the month following the decided dissolution:
Following a deliberation of the extraordinary general meeting dated [date of EGM], the community of partners – Or by decision dated [date of decision], the sole shareholder – has decided to dissolve the company early from [date of dissolution] and proceed to its amicable liquidation. [First name, last name of the liquidator] residing at [address of liquidator] was appointed as liquidator. The broadest powers to complete the social operations in progress, to realize the assets, to discharge the liabilities were conferred on him. The seat of liquidation and the place of receipt of mail are fixed at [place of the seat of liquidation]. This announcement will be registered with the RCS of [city].
Closing your company by yourself, step 4: Completing an M2 form
La closing of a company must be declared in a specific document, called an "M2". This file is in the form of a PDF and contains four pages, but only the first two need to be filled out. The information entered is automatically transferred to the following. It is usually the amicable liquidator , promising complete et signe this form.
For correctly complete the M2 form – dissolution, you must fill in fields 1, 2, 9, 11, 12, 19, 20, 21 and 22. In the field 1, you must check the “Dissolution” box and indicate the non-continuation of the activity. Then in the field 2, you must recall the legal characteristics of your company. You must specify the effective date of the dissolution in the field 9 as well as the newspaper that published your legal announcement and the date of publication of the announcement. You must also declare the place of residence for liquidation activities. In addition, if your company has several establishments, you must, if necessary, close them by filling in the fields 11 et 12. Finally, the mandates of the leaders cease during the dissolution. You must declare their termination in the field 19 and specify the identity of the amicable liquidator.
Ending your company independently, step 5: Presenting the dissolution to the commercial court
It's here last phase dissolution process of your company. After having taken the decision to dissolve it early and having informed the public, you must now ensure that the data of your company registered in the trade and companies register (RCS) are modified. To do this, you need to collect a dossier and file it with the registry of the commercial court.
This will include several vouchers : a copy of the act of dissolution, proof of identity of the amicable liquidator, a sworn declaration of non-conviction and filiation, a certificate of publication of the legal announcement, the M2 form and a payment to the order of Registry of the Commercial Court. The clerk will then proceed with the amending registration of your company and will mention that it is “in liquidation”. This mention must then appear on all the documents produced.
Finalize the dissolution of your company, step 6: Conduct liquidation operations
Once the dissolution has been validated, you must take care of the liquidation transactions. There are basically two stages: liquidation of the cultural heritage. of your company and the establishment of final accounts of liquidation. For the first part, the operations consist of selling the assets still present (stocks and fixed assets), recovering all customer receivables and repaying all debts.
Once the assets have been realized and the liabilities cleared, you must, as an amicable liquidator, set up liquidation accounts. This is a balance sheet, and more precisely the last balance sheet of your company. This document must only contain available assets (cash) and share capital, reserves and the result of the liquidation in liabilities (equity).
Terminate your company by yourself, step 7: Take attachment of the closing of the liquidation
Once you have completed the final liquidation account, you must reunite the shareholders (or the sole shareholder) to ask them to give their opinion on this document. They will also have to exempt of your mandate and declare the final conclusion of liquidation. All associated decisions should be recorded in a record. Registration is only necessary if the liquidation ends in a Cute.
It is up to you to write this document. Its content is also regulated: approval of liquidation accounts, distribution of the liquidation balance and final closure of liquidation operations. That said, the liquidation report is less complex than the dissolution report. If necessary, Foundation-company-ricard made available a free and customizable liquidation report template.
Terminate your company by yourself, step 8: Publish a legal notice of dissolution
You have one month to publish your last legal notice. Be very vigilant at this level because theliquidation closing announcement must be published in the same newspaper as the one used before. here is a legal notice of dissolution of company template, to be displayed in a JAL:
Pursuant to a deliberation of the ordinary general meeting dated [AGM date], the community of partners – By decision dated [date of decision], the sole shareholder – approved the final accounts of the liquidation, discharged the Liquidator, Mr. or Mrs. [surname, first name and address of the liquidator], for its management and the discharge of its mandate, pronounced the closure of the dissolution operations as of the day of the said Meeting. Removal from the RCS of [city].
Complete your solo company, step 9: Complete the M4 form
The declaration of the end of the liquidation proceedings is made in a M4 form. Unlike the M2, which looks at all changes to company statutes (transfer of head office, change of name or activity, etc.), the M4 only concerns the suppression. It consists of 3 pages. The last two are completed automatically using the information entered on the first.
You have to fill in the box 1 (legal information about your company), indicate the date of complete cessation of activity within the framework 2 and check the "Close of liquidation" box in the box 2 bis. If you close branches other than the head office, you must report this as part of 4. It is also necessary to indicate the identity and social security number of the managers affiliated to the scheme for self-employed workers (TNS) whose mandate ends (framework 5).
Submit a delisting file to the CFE to close your company
It's time to prepare a file and submit it to the business formalities center (CFE). The registry of the commercial court will then study your request and deregister your business of the trade and companies register (RCS). It will be the last step for the closing of your company by your own means.
The documents to be provided are: a copy of the final liquidation accounts, a copy of the liquidation minutes, the certificate of publication of the legal announcement of closure, form M4 and regulations.
Once the work is finished, the clerk will give you a Deregistration Kbis. This act will be proof of the permanent deletion of your company.
You can also find other information about closing a company:
What is the first step to take to close your company yourself?
Answer: The first step to follow to close your company yourself is to write a deed of dissolution and file it with the registry of the commercial court.
How can I publish the act of dissolution?
Answer: The act of dissolution must be published in the Official Bulletin of Civil and Commercial Announcements (BODACC).
When will the company be officially dissolved?
Answer: The company will be officially dissolved once the deed of dissolution has been published in BODACC and all other steps of dissolution have been followed.
