Le dissolution process of a company takes end thanks to a decision of the shareholders (or the sole shareholder). At that time, they declare the end of the liquidation activities. At the same time, they confirm the result of these operations and carry out any distribution of assets of the dissolved company. In the latter case, they must pay sharing taxes, also called " Recording rights ".
Foundation-company-ricard devotes this dossier to registration fees to be paid in the event of the dissolution of a company.
Is it necessary to register the liquidation document of a company?
The recording of theact of liquidation closing is mandatory in the following cases:
- All commercial enterprise (SAS, SARL, SA, SNC, SCS, SCA…),
- When the liquidation ends in a profit and equity sharing.
The law requires the registration of the deed of liquidation only if the liquidation results in a surplus known as liquidation bonus. This is an additional amount which is paid to the partners in addition to the reimbursement of their contributions to the share capital. Individuals share this amount among themselves.
Note that dissolution and liquidation should not be confused. I'registration of the act of dissolution is no longer mandatory from January 1, 2021.
When should the liquidation report be filed with the tax department?
When the partners decided to put an end to the liquidation activities of their company, they within one month for deposit thewinding-up deed with the tax department. In general, it is a general meeting minutes which is required (often in case of liquidation of an LLC or an SAS).
In the event that the company has only one shareholder (for a liquidation of a SASU or an EURL for example), you need a decision report of the sole shareholder.
The deed of liquidation must contain:
- La fenced liquidation operations,
- THEapproval final liquidation accounts,
- Le result obtained at the end of the operations of liquidation,
- and distribution of liquidation profit between the partners.
How much do I have to pay for registration of the liquidation document?
Registration involves payment of sharing rights. These costs are paid to the Tax Administration through a check or an Bank transaction upon presentation of the act of dissolution to the Tax and Business Services (SIE).
Le the amount sharing rights is calculated by applying a rate of 2,5% to the liquidation bonus:
Price of transfer duties related to the dissolution = liquidation bonus x 2,5%
This fees does not apply to the dissolution of a sole proprietorship. The law provides that the bonus does not need to be shared, it is the sole shareholder who benefits in full. The Tax Administration registers the dissolution free of charge. This allows to minimize costs small businesses.
La immigration can replace the sharing rights if a goodwill, real estate or real estate rights go to one of the partners who did not bring it originally. Rates vary depending on the type of property.
What is the use of the registered liquidation document?
Le recorded liquidation minutes is a document required by the registry of the commercial court to deregister the company official records. These include the Trade and Companies Register (RCS).
This document must be attached to the other supporting documents (certified liquidation accounts, certificate of publication of a legal announcement) and forms (M4) for the company to lose its legal personality and disappear definitively.
