La resolution and fenced are two good terms different place. Yet they are sometimes mixed up by contractors. In fact, one is an extension of the other. To understand their nature, Foundation-company-ricard offers you a file that describes the discrepancies between closure and resolution from a company.
The distinctions between dissolution and liquidation
There are many differences between dissolution and liquidation of a society, which can be understood according to their respective definitions.
La dissolution stems from the desire of the shareholders to cease their activities. This decision involves the company in a legal process leading to its disappearance. It can also be imposed by a court.
La liquidation, on the other hand, is a process aimed at sell the assets of the society. Its objective is to prepare the company for its dissolution within the framework of the laws and regulations in force.
In fact, the liquidation is a direct consequence of the dissolution. No liquidation (amicable or judicial) can be made without prior dissolution.
However, in certain cases, a dissolved company can go into immediate liquidation, in particular with regard to the dissolution of a one-person company whose sole partner is another company (universal transfer of assets – TUP).
The people affected by a dissolution are different from those who have a role in a liquidation
The main people involved in a dissolution, or more precisely its initiators, are:
- The , themselves, when they decide to break the social contract before the due date;
- Where the courts when the company is faced with insurmountable difficulties (financial or marked differences between the members).
Conversely, the main actor by liquidation and the liquidator (amicable or judicial). These are appointed by the members or the judges in the act of dissolution of the Society. The role of the liquidator is as follows:
- Make an inventory of the company's assets,
- Sell fixed assets, dispose of inventory and collect receivables,
- Reimburse supplier, tax, social, financial debts...
- Regularly inform the members of its work,
- Establish final liquidation accounts,
- Calculate the liquidation result (surplus or deficit),
- Convene members to make a decision on closing operations.
Contrasts between the steps to follow for a dissolution and a liquidation
There are many honors between the dissolution and liquidation procedures.
La dissolution is the most important decision, because it inevitably leads to the end of the company's existence. It is therefore necessary to obtain a vote from the partners under very demanding majority conditions. An extraordinary general meeting (AGE) must inevitably be convened. here are the mandatory formalities :
- Vote of shareholders in EGM,
- Registration of the act of dissolution with the tax authorities (optional since 01/01/2021),
- Publication of an announcement in a newspaper of legal announcements,
- Completion of a form entitled " M2 (dissolution)",
- Sending of a request for amending registration in the Trade and Companies Register.
Regarding the liquidation, it ends with a vote of the partners according to the conditions governing ordinary decisions. An ordinary general meeting (AGO) then pronounces the closing of operations. THE formalities to be completed are the following :
- Execution of liquidation operations (see above),
- Preparation of the final closing accounts,
- Deliberation of the partners to approve them (AGO) and make other decisions,
- Registration of the closing deed of liquidation (in the event of liquidation bonus),
- Subscription of a declaration and payment of social security contributions due on the distribution of the bonus,
- Distribution of a legal announcement (in the same newspaper as before),
- Filling a cancellation request form “M4”,
- Sending a file to request the deletion from the RCS.
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