It is possible, for various reasons, that a company ceases operations. It then no longer collects any profit. It may still have to pay expenses, including fixed costs. Managers or partners then ask themselves: what will happen to a society without activity? There are three possible solutions: put to sleep, dissolution ou cession.
La suspension is a legal method that allows decommission a business without having to shut it down forever. In other words, this organization is in a situation of lethargy (it is often likened to an empty envelope) while waiting for the resumption of future activity. This structure could be used later for other projects.
The decision to put a business on hold rests with leader. So he's the president of SASU/SAS or the manager of SARL/EURL who makes that decision. In practice, however, it is highly recommended to to allow this decision by the group of partners. This will allow him in particular to reduce his liability in the event of problems.
However, a hold should not to to have as a goal hide bad finances of a company, nor to avoid or delay the opening of insolvency proceedings (reorganization or liquidation). Otherwise and in the event of judicial liquidation, the manager is exposed to heavy sanctions.
Furthermore, the company, although inactive, remains subject to minimum requirements : bookkeeping, preparation of annual accounts, approval by the partners, filing with the registry of the commercial court, sending of annual statements of results, etc.
Finally, the suspension cannot last more than two years. Approaching this time limit, the manager must decide, in collaboration with the partners: either to resume the activity, or to dissolve the company, or to sell the titles.
La resolution symbolizes the end of the life of a society. Here, the process ends with the permanent deletion the structure of the legal registers: the firm is found in particular registered from the RCS. Only the partners can collectively decide on a friendly dissolution. On the other hand, if there are financial difficulties (cessation of payments), collective proceedings must be initiated with the courts. The judicial liquidation can only be pronounced if its rescue seems impossible.
In terms of the agenda, we must first dissolve voluntarily and beforehand the company. Thus, the partners must designate a friendly liquidator. He will have to sell inventory and fixed assets, collect debts and pay off debts. When he has finished his work, he must draw up a liquidation balance sheet and ask the partners to approve it. The accounts will show a closing bonus or mali. The partners will then have to adopt a decision on the cessation of the operations of fenced.
Here the formalities are many and more costly because they are carried out not only within the framework of the dissolution but also during the closing of the liquidation: filing of documents at the registry of the commercial court, editions of legal notices, payment of registration fees, etc.
It's the last resort for members of a company without activity. Although this option may seem unattractive, it is not. It can be the result of a decision conscious and not a consequence beyond their control. In these cases, a Buyer can restart business and resume activity.
The sale can occur in different forms. It can be made for a goodwill (insofar as it still exists) or actions. If the company chooses to sell only the fund, the partners will have to make a decision about its future. They will have to decide whether to put it on hold or dissolve it. On the other hand, by selling their shares, the choice is made: the future of the company will be in the hands of buyers.
The sale of corporate securities is subject to lois very precise, particularly in tax matters. Specific taxes apply, including with reductions for the holding period.
| Operation | Benefits | Drawbacks |
|---|---|---|
| put to sleep | – Easy to complete formalism (filling in an M2 form) – Temporary and reversible situation |
– Legal, tax and accounting obligations to be complied with – 2 year limit |
| Early dissolution | – No unnecessary expenses – Ideal in the event of foreseeable difficulties |
– Definitive deletion of the name from the legal registers – Complex approach (conditions and formalities) |
| Sale of shares | – Possibility of receiving income (transfer proceeds) – Retention of a project likely to prove successful |
– Unsuitable solution in certain circumstances – Significant tax (recently purchased securities) |
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