Foundation-company-ricard details the steps for delete an LLC of archives of the trade and companies register (RCS:
The partners of a SARL can end to the company they created in removing this one of recordings of the trade and companies register (RCS). The procedure, for an "amicable" dissolution, still requires compliance with several steps legal. Foundation-company-ricard list them steps to follow to delete an LLC :
Foundation-company-ricard describes the steps for delete an LLC of archives of the trade and companies register (RCS:
The end of a company's life can take two distinct paths: amicable dissolution or judicial dissolution. When the partners decide to write off their SARL, they must first dissolve it in advance. At this stage, they must assess its financial state. You have to check that it is not in failure situation.
If the company's assets are sufficient to repay its liabilities, the partners have the option of choosing a amicable dissolution of their SARL. Assets include all available items: inventory, fixed assets, cash and receivables. Liabilities include debts of all kinds (suppliers, tax, social security, etc.).
If the funds available are insufficient, the company must submit a specific file to the court so that it can rule on its implementation. judicial liquidation.
Optimizing the closing of an LLC is simpler. In addition, it is less expensive since the partners generally do not have to pay the amicable liquidator.
The partners of the SARL may close their business before the date provided for in the articles of incorporation, in accordance with the provisions of the Commercial Code. This is done by a dissolution early voluntary which requires a decision of the partners taken at an Extraordinary General Meeting (AGE) and under the required quorum and majority conditions. Once the decision has been made, an amicable liquidator is appointed and a seat for the liquidation is fixed.
Any decision adopted during this meeting must be written in the minutes of the EGM. Since January 1, 2021, this registration is no longer mandatory and therefore does not generate any costs, unlike before, where €375 or €500 were charged by the tax authorities.
The liquidator then has one month from his appointment to publish a notice in a newspaper of legal announcements, describing the dissolution of the LLC, with all the required information. Once the legal notice has been published, the liquidator must submit an amended registration request at the registry of the commercial court on which the SARL depends, accompanied by certain supporting documents and an M2 form.
The manager of the SARL ceases his functions as soon as the partners decide to dissolve the company. Its powers are therefore transferred to the amicable liquidator. In addition to represent the LLC, the liquidator must:
Furthermore, the liquidator must reunite the associates :
The exercise of the functions of the liquidator may not exceed three years.
When the liquidator has disposed of all the property and paid all the debts, he will establish final liquidation accounts. These will reveal a liquidation profit, positive or negative. In this case, the closing operations will take place with a bonus liquidation (the partners will recover more than their participations) or with a malus (reverse situation).
The liquidator must then invite the partners to a general Ordinary assembly. During this meeting, they will have to decide on:
These decisions should be recorded on a record general meeting; this must only be presented at check-in in the event of a liquidation bonus. Then, it is necessary to proceed, if necessary, to the sharing of equity. The bonus will be subject to tax taxation similar to that provided for dividends.
The SARL must then publish a new notice in the same journal of legal notices as the one used previously. It's about a legal announcement of the closure of the liquidation operations of the SARL. This announcement communicates to third parties the decisions taken by the partners. She also mentions the registry competent to delete the SARL of the trade and companies register.
This is the last phase of liquidation. There SARL must ask for it suppression of the commercial and company directory (RCS). This mission is carried out by the clerk of the commercial court, based on a file which is submitted to the latter by correspondence directly or online.
The file should contain documents (form "M4") and many supporting documents (GM minutes, final liquidation accounts and certificate of publication of the legal announcement). A payment must also be sent to the order of the registry of the commercial court.
The clerk then analyzes the file, verifies its validity and processes it. He then performs the deletion of the LLC of legal records. The company will definitely cease to exist. It will be officially deleted.
The delisting of an LLC requires knowledge of accounting, legal and tax matters. The procedure is characterized by the completion of legal formalities and a web of steps. The first step is to dissolve the company, appoint a liquidator, then sell the assets and repay the liabilities. Then, the liquidator must prepare liquidation accounts and summon the partners to decide on the final closure of the liquidation operations. Finally, it is required to send to the registry the request for deletion of the SARL from the trade and companies register.
