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Check the financial well-being of the EURL
La termination the simplest takes place "amicably". But so that the two parties are not harmed by this disappearance, the EURL must fulfill certain conditions. She must not be in a state of payment default.
To ensure this, the sole shareholder must check before dissolve its EURL that he will be able to settle debt with assets. The debt includes all the debts of the company (suppliers, tax, social, etc.). Assets include inventories, fixed assets and trade receivables.
If these conditions are met, the sole shareholder will have the possibility of liquidate its EURL amicably. Indeed, it turns out to be simpler and less expensive than judicial liquidation (procedure to follow if the company finds itself in a payment default).
The voluntary early dissolution of an EURL only leads to liquidation if the sole shareholder is a natural person. If it is a legal person (a company), it gives rise to a universal transfer of assets (TUP).
Closing the anticipated voluntary operation of the EURL
Theoretically, an EURL is constituted for the duration provided for in its statutes. However, it is possible for the sole shareholder to end to this existence prematurely, which is called an early voluntary dissolution. In this case, the partner enacts a unilateral decision, and establishes a verbal process to establish the end of the operation of the company. He mentions in this document the name of the liquidator and the seat of the liquidation operations.
Previously, the EURL had to pay for a registration of its decision to dissolve. This procedure was abolished from January 1, 2021, and the formality is thus for free.
In the month following his decision, the partner must publish a notice of dissolution in a journal of legal announcements (JAL). These legal announcements must contain mandatory elements, such as the nature of the dissolution, information on the liquidator and the seat of the liquidation operations.
Finally, the partner must ask the clerk of the commercial court to rectifier the data of its EURL in the trade and companies register (RCS). This process is carried out through a file that includes:
- Verbal process for the decision of the sole shareholder,
- Certificate of publication of the legal announcement,
- Declaration of non-conviction and filiation of the liquidator,
- Completed “M2” form…
Perform all EURL closing procedures
When the sole shareholder decides to dissolve his company, the EURL corporate officer no longer has a role to play. THE amicable liquidator appointed will then take care of all the stages of the liquidation, for a maximum period of 3 years.
The duties of the liquidator include:
- Inventory the company's assets (goods and debts),
- Sell inventory and remaining fixed assets,
- Et payer outstanding debts.
The activity of the company does notinterrupts so not suddenly. The liquidator has other duties to perform. He must convene the sole shareholder at least once a year and no more than 6 months after his appointment.
Complete EURL Dissolution Tasks
At the end, when he has completed his work, the liquidator establishes liquidation balance sheets. These end in a profit of liquidation (positive result) or by a perte (negative result).
Thus, he must summon the sole shareholder to take various steps :
- Approval of the liquidation tasks as well as the result,
- Discharge to the liquidator of his management,
- Discharge of the liquidator from his mandate,
- Definitive closure of the amicable liquidation.
Recording of the sole shareholder's decision minutes is mandatory only in the event of a liquidation benefit. In this case, given the single-member nature of the company, no sharing rights are payable (otherwise they amount to 2,5% of the balance of the liquidation).
Subsequently, the sole shareholder must post a legal announcement of closure of liquidation activities. The newspaper which publishes the announcement must be the same as the one which announced the dissolution. The notice must mention all the decisions made by the partner (presented above). In addition, he must indicate the competent registry geographically for delete the EURL.
Finally, if necessary, it is advisable to carry out the capital sharing. When the sole shareholder recovers only the capital he initially contributed, he is not subject to taxation. However, if he receives a larger sum, it will be treated as a dividend distribution and taxed accordingly.
Request for removal of the EURL from the trade register
La deletion of the EURL from the RCS occurs only at the request of the sole shareholder or any other person specially authorized by him. The registry may, however, in certain circumstances, carry out the removal ex officio.
La deletion request can be done in the traditional way by post or directly online on the Internet. It must include the following documents: an “M4” form, a copy of the sole shareholder's decision report, the certificate of publication of the legal notice and a copy of the liquidation accounts.
The commercial court clerk will then analyze the file. If it is complete, it will update the information contained in the Kbis extracts and will indicate the deletion with the closing of the liquidation operations. He will deliver a Deregistration Kbis to the society.
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READ ALSO ABOUT CLOSING A EURL:
Withdrawing an EURL requires the completion of legal formalities. The sole shareholder must first decide on the dissolution of his company. He must then appoint a liquidator. Once the latter has completed his mission, he draws up liquidation accounts on which the sole shareholder must decide. Finally, he must request the deletion of the EURL from the trade and companies directory.
