Termination of business activity requires compliance with a number ofsteps. Foundation-company-ricard takes stock of the dissolution of companies (rules common to all legal forms):
- What are the grounds for dissolving a company? ?
- What effects does dissolution have ?
- What is the procedure for dissolving a company? ?
Reasons for the dissolution of a company
There are many reasons for dissolution of a company. Here are the main ones:
- Le time limit is expired (lifetime mentioned in the articles of association) unless the partners have decided to extend the activity of the company,
- THEsocial purpose is Impossible where has been hit,
- All social interests are united in one hand and the situation has not been regularized within one year,
- The partners opt for the early dissolution (decision taken by the majority required for amendments to the statutes),
- The commercial court pronounces the judicial dissolution for just cause at the request of a partner,
- A clause of the statutes providing for the dissolution in the event of the occurrence of a specific event is effective,
- The commercial court pronounces the judicial liquidation (this results in the automatic dissolution of the company),
- The company has committed an offense or a crime and it is subject to a penalty sanction.
A simple interruption of activity is not necessarily a cause of dissolution of a business. This statement is subject to an amending entry in the Trade and Companies Register (suspension of company activity). A regularization must all the same be carried out within 2 years, failing which the company may be struck off office by the clerk of the commercial court.
Impacts of the dissolution of a company
Legal consequences of the dissolution of a company
Dissolution is the first step towards liquidation of a business. The juridic people Company dwelling but only for liquidation purposes. In all its documents, the company must mention “company in liquidation” after its name.
When it is decided by the partners, it must be ratified during an extraordinary general meeting, under the majority conditions required for decisions to amend the articles of association (see below).
Tax implications of the dissolution of a company
Since January 1, 2021, the minutes attesting to the dissolution of a company is no longer required. Indeed, the Finance Law for 2021 has abolished the need for the registration formality. In case of voluntary registration, the tax office will perform the operation free of charge.
However, if, at the end of the procedure, a liquidation bonus appears, registration is mandatory. It involves the payment of a sharing fee, the amount of which varies according to the property transmitted (cash, building, goodwill, etc.).
Steps for the dissolution of a company
Drafting of a dissolution report
In order to proceed with the early voluntary dissolution of your company, the partners must meet and take a decision according to the procedures provided for the amendments to the articles of association. Once this resolution adopted, it must be recorded in a minutes (minutes)Called Minutes of general meeting of dissolution for companies with several partners or Minutes of dissolution decisions of the sole shareholder for companies with only one.
Publicity of dissolution
Any third party must be informed of the cancellation of your company. To do this, you will need to post a notice of dissolution in a journal of legal announcements covering the registered office of your company, within the month following the appointment of the liquidator. That legal publication must include a certain number of elements, such as the reason for the liquidation, as well as the last name, usual first name and domicile of the liquidators.
Submission of a file to the CFE
The liquidator of your company must constitute and send a dossier at the Business Formalities Center (CFE). This must contain in particular: a copy of the certified minutes of dissolution, a copy of thecertificate of publication, a sworn statement of non-conviction and filiation of the liquidator, as well as a copy of both sides of the National Identity Card valid from the liquidator, a printed M2 and a check for payment of formalities.
- How to apply for removal from the RCS ?
- Procedure for dissolving a SASU or an SAS ?
- How to proceed with the dissolution of an EURL or an SARL ?
The dissolution of a company can only be carried out on certain grounds. It has numerous legal consequences, entails particular formalities, generates a certain cost and leads to the delisting from the company.
What is the main cause of the dissolution of a company?
Reply :
The main causes for the dissolution of a company are insolvency, non-execution of the articles of association, withdrawal of partners, lack of activity and bankruptcy.
What are the main steps in the dissolution of a company?
Reply :
The main steps in the dissolution of a company are: the general meeting of partners, the filing of the dissolution procedures, the publication of the notice of dissolution, the liquidation and the distribution of assets.
What are the consequences of the dissolution of a company?
Reply :
The main consequences of the dissolution of a company are: the inability to continue its activities, the cessation of operations, the cessation of profits and the loss of investments.
