When he wishes to conclude his business, the sole shareholder of a EURL can engage the voluntary early dissolution. This friendly liquidation has multiple consequences and must follow strict rules. here are the steps to follow to dissolve an EURL :
- Making a unilateral decision by the sole shareholder,
- Publication of a notice in a journal of legal notices,
- Submission of a file to modify the information of the commercial register.
Final decision by a sole shareholder to dissolve an EURL
Le only member of an EURL can to choose la early dissolution of his society. However, the EURL must be in good financial health and able to repay its debts using its assets (stocks, fixed assets and cash). Early dissolution is not the only reason for the disappearance of an EURL.
In order to carry out this process, the sole shareholder must take a unilateral decision and draft an act, which will then be entered in a special register. It is no longer necessary to register the act of dissolution with taxes, following the Finance Law for 2021.
The deed must contain certain information, including the will to terminate the partnership, the decision number, and the desired effective date. It is possible to download a EURL dissolution report template for free.
Appointment of a liquidator
Following the dissolution of the EURL, it is necessary to appoint a liquidator. The latter will have the task of representing the company (after the end of the manager's duties), carrying out the liquidation operations and closing the liquidation. It may be the sole shareholder, the manager or a third party.
Decision number [number] – Appointment of the liquidator of the company
[Designation of the sole shareholder], sole partner, decides to act as liquidator during the liquidation period. At the end of the liquidation, it will pronounce the closing of the liquidation.
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[Designation of the sole shareholder], sole shareholder decides to appoint as liquidator, [Designation of manager or third party], manager of the company, whose functions end as of this day [If applicable, otherwise indicate the address of the third party]. At the end of the liquidation, the approval of the liquidation accounts, the discharge to the liquidator and the acknowledgment of the closure of the liquidation will be the subject of a decision by the sole shareholder.
The sole shareholder can carry out all the formalities related to thetermination of its EURL, or give all powers to a person of his choice to do so.
Un notice of dissolution of the EURL must be publié in a Newspaper of legal notices within one month of the appointment of the liquidator. The publication must contain Legal Notice concerning the identity of the company, the origin of the liquidation, the name of the liquidator, the place of the registered office and the registry to which the file is addressed.
Amendment request for dissolution of an EURL
This is the last step by cessation of activity of an EURL (but there are other things to do before completely closing the company). You must then send a file at the business formality center (CFE), at the registry of the commercial court or online on the infogreffe.fr portal.
The file must include all of the following documents:
- The decision report of the sole shareholder (dissolution),
- The certificate of publication of the legal announcement of dissolution,
- The declaration of non-conviction of the liquidator appointed by the partner,
- A copy of the liquidator's proof of identity,
- An "M2" form completed and signed by the authorized person,
- And payment by check or credit card.
Once the dissolution process is completed, the EURL enters a phase of friendly liquidation. She must then cease operations. The liquidator will, for his part, sell stocks and fixed assets, collect receivables and settle debts. Finally, he will establish liquidation accounts, calculate a liquidation result and possibly proceed with the sharing of equity for the benefit of the sole shareholder.
The procedure described above only applies to EURLs whose sole shareholder is a Physical person. If it is a legal entity, dissolution does not lead to liquidation. A universal transmission of assets (TUP) takes place between the daughter company and its parent. Other rules govern this specific case.
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To read also on the closure of an EURL:
- Consequences of the dissolution of an EURL ?
- What is the cost of closing an EURL ?
- What are the stages of a liquidation of an EURL ?
- How to close an EURL online ?
- What is the procedure for deleting an EURL from the Trade and Companies Register ?
- What is the amount of registration fees for the act of dissolution ?
The voluntary early dissolution of an EURL is a decision that is up to the sole shareholder. It involves numerous legal formalities, including the drafting of minutes, its registration, the publication of a legal announcement, etc. If the company has several partners (SARL), the work to be done is even greater.
