La liquidation and suspension of a business are both forms of cessation of activity. However, these procedures have many honors. The liquidation is accompanied by the disappearance irreversible of the company, while the suspension can be provisoire. The decision-making bodies and the formalities to be complied with are also different. Foundation-company-ricard presents you the contrasts between suspension and liquidation.
A sleepy business still works, in part
An open and asleep no longer produces, but she continues to turn, good that limitée. She still has a lot of homework to do. Among them :
- Keep sincere and true accounts and make declarations of results,
- Convene its shareholders, bring them together and ask them to issue an opinion on the annual accounts,
- File the financial statements with the commercial court each year,
- Pay minimum social security contributions, even without a salary (majority manager).
A dissolved company ceases to function and immediately enters a phase of liquidation. During this, the liquidator will sell the assets (stocks and fixed assets), collect the receivables and repay the debts. Once completed, it will calculate a liquidation result and establish final liquidation accounts.
Dissolution is irreversible, unlike dormancy
Le temporary stop of activity cannot exceed a period of 2 years. On this date, the manager must make a decision: either he resumes the activity, or he dissolves the company. If the latter is not dissolved, it is expelled from the legal registers. So the suspension is provisoire.
While the dissolution is definitive. Once dissolved, the company begins a liquidation process that leads to its permanent deletion. In the end, the company will be removed from the legal registers.
Bodies empowered to take the dissolution/suspension resolution vary
In principle, it is leader of the company which has the power to make the decision for the suspend. However, it is advisable to submit this decision to the approval of all the partners. This makes it possible to limit the responsibility of the person in charge of the company. Be careful, the articles of association can restrict its powers and assign them a decision to the partners.
La dissolution decision is obligatorily taken by theall partners. Indeed, all companies (including the SAS which offers a very flexible legal organization) must consult their partners. In addition, the resolution must be taken according to reinforced quorum and majority criteria. These criteria are those provided for amendments to the statutes.
The obligations to dissolve a company are complex
The formalities inherent in the dissolution-liquidation of a company are carried out in two step. To begin, it is necessary to file a request to modify the registration of the trade and companies register (RCS). Once the process of cessation of activity is completed, you must request the removal of the company from the RCS. Legal announcements, forms (M2 and M4) and vouchers (notably minutes of general meetings) must be completed and sent.
La put to sleep only requires an application for amending registration. You must complete and sign an M2 form and send it to the business formalities center or to the registry of the commercial court. No legal announcement is necessary… The procedures to accomplish to put a society to sleep are therefore a lot simpler.
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