effect dissolution sarl

What are the effects of the dissolution of an LLC?

La suppression of a limited liability company (SARL) generates consequences in several fields as well as towards different people. First of all, she has results for Company itself which is immediately put into liquidation. Moreover, she has consequences vis-à-vis the corporate officer (the leader) And some shareholders. Finally, it is opposable to third parties if it has benefited from advertisements. Foundation-company-ricard publishes a sheet whose purpose is to give the answer to the question: what are the effects of the dissolution of an LLC ?

Moment of the dissolution of an LLC

La dissolution of an LLC starts from date:

  • From the almost complete expiration as described in the statutes,
  • at which the objective has been completed or has become inactive,
  • to which the shareholders have chosen to dissolve the LLC,
  • The judgment triggering the early dissolution of the company,
  • on which the partnership agreement was cancelled,
  • Or on which a particular event set out in the articles of association occurred.

These incidents are not the only ones reasons for dissolution of an LLC.

Consequences of the dissolution of an LLC on the company itself

When dissolved, the SARL is simultaneously placed in liquidation. Certain exceptions may however be applied, such as the merger or splitting of an LLC. In this case, a liquidator is then appointed and must perform important tasks: draw up an inventory of the SARL's assets and liabilities, then proceed with the sale of stocks, the transfer of fixed assets and the recovery of customer receivables for ensure the repayment of social debts. If he realizes that the capital collected is not enough to cover the debts, the liquidator must then "declare a balance sheet" and ask the court to proceed with the judicial liquidation of the SARL.

The procedures for the dissolution and liquidation of an LLC must be brought to the attention of the public by two general meetings distinct and two successive announcements in the commercial register:

  • The first to decide on the dissolution of the company and appoint the liquidator,
  • The second to note the end of the liquidation operations and to discharge the liquidator.

It should be noted that the legal personality of the company remains for the duration of the liquidation. It is only erased from the date of publication of the removal from the trade and companies register.

Consequences of the dissolution of an LLC for the directors

The functions of leaders end from the date of dissolution of the company. Indeed, the liquidator supplants the management bodies and it is impossible to combine a liquidator and a manager. In practice, the liquidator is appointed by the shareholders on the occasion of the dissolution (the latter then having to cease their functions as manager). The liquidator embodies the company in liquidation, he must report to the partners and draw up the liquidation accounts. His mission will end only after the closing of the liquidation, at which time he will obtain a blank check from the shareholders relating to his management.

In certain situations, the dissolution of an LLC may give rise to compensation for the resigned manager.

Consequences of the dissolution of an LLC for the members

From the date of dissolution of the SARL, the , must stop carrying on the business. In the event of non-compliance, a de facto company forms. Any action carried out by the members will then be considered as being carried out on behalf of a new company which does not have legal personality.

When all the creditors of the company have been remunerated and the closing of the liquidation has been pronounced, the sharing of the company's assets between the members begins. These sharing maneuvers may result in a liquidation profit (in which members get back more money than their initial investment) or a liquidation loss (the opposite situation). The liquidation profit is subject to special taxation for members. The loss, on the other hand, is not deductible.

Consequences of the dissolution of an LLC for third parties

During the liquidation period (time between the date of the dissolution decision and the closing date of liquidation), the company must mention, in its messages, the mention “company in liquidation” after its corporate name.

In addition, the liquidator must publish a legal announcement to warn the other parties of the imminent disappearance of the SARL.

For people outside the company, the dissolution only creates effects from the moment it is registered in the trade and companies register. The end of the legal personality is opposable to third parties once the advertising has been carried out.


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To read also on the subject of closing a SARL:

The dissolution of an LLC has repercussions on the company itself, on its manager, on its shareholders and on third parties.

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