The suppression of a business implies, in the vast majority of cases, liquidation. However, it is possible, in a very specific situation, to dissolve without closing a company. To do this, certain conditions must be met. The company must be made up of a single person and the sole shareholder must not be a natural person. Here is everything you need to know about resolution without dissolution.
In general, a dissolved company is immediately subject to a liquidation
Most dissolution process leads to liquidation. Indeed, a liquidation period begins as soon as the dissolution of the company is pronounced. This procedure applies, among other things:
- When the term of the society comes to an end and the members do not wish to extend it,
- Whether the company has achieved its goal or it has died out,
- When the partners decided on the early dissolution of the company,
- When the magistrates ordered the judicial liquidation of the company in a state of cessation of payments,
- When a single holder holds all corporate rights (with the exception of SARLs and SAS),
- Etc
Good to know : there are many other reasons that may justify the dissolution of a company.
Universal transfer of the assets of an unliquidated company
Sometimes, it is possible to dissolve a company without initiating liquidation proceedings. This applies exclusively in the framework of a single-member company, 100% owned by a legal person (another company). This is called the universal inheritance transfer (TUP).
TUP is commonly implemented in the corporate group restructuring process. Shareholders can then choose between the simplified merger and the TUP. The second offers a great advantage: it is very quick to implement (in one month at the most) and benefits from a special corporate tax regime.
The dissolved company has 30 days from the publication of its dissolution to request its removal from the trade and companies register. During this period, the creditors can contest in order to claim the reimbursement of their debts or the establishment of guarantees.
The provisions applicable in the event of dissolution without liquidation are provided for by the Civil Code (Article 1844-5) and the Commercial Code (Article L. 223-4 for the exclusion of the SARL and Article L227-4 for the exclusion of SAS).
Formalities to be carried out to dissolve a company without liquidating it
To dissolve a company without liquidating it, it is necessary to verify that it has only one shareholder and that the latter is not an individual. The procedure to follow is then almost the same as for a early dissolution.
The sole shareholder will therefore have to decide on the early dissolution of the company, indicating that this will lead to a universal transfer of assets. He must also appoint an “Ad Hoc” agent, responsible for supervising the operations and arbitrating any difficulty.
The company must publish a legal announcement of dissolution in a medium authorized to distribute it (SHAL). The opposition period for creditors begins to run from the date of publication of the notice.
If the creditors do not object, the procedure continues: the cultural heritage. of the dissolved company (rights, commitments and obligations) will be transferred to the sole shareholder. The dissolved company can then ask for his removal of the commercial register (RCS).
In the event of objections, it is necessary to wait for their resolution before proceeding with the universal transfer of assets. Different scenarios exist: the refund debts, the constitution of sufficient guarantees or rejection of actions at first instance (court decision).
What is the difference between dissolution and liquidation of a company?
Answer: Dissolution is the end of a company which ceases its activities and is deregistered from the commercial register. Liquidation is the process of recovering the company's assets to pay off its debts.
Can a company be dissolved without liquidating it?
Answer: Yes, a company can be dissolved without being liquidated. Dissolution means that the company ceases its activities and is removed from the commercial register, but it is not necessarily liquidated.
What procedure must be followed to dissolve a company?
Answer: The procedure for dissolving a company may vary depending on the type of company and the place where it is registered. Overall, however, the procedure generally requires declarations and documents to be submitted to the tax office and/or the registry of the commercial court.
