La cessation of activity of a limited liability company (EURL) Has implications in different domains. Their nature varies according to the subject concerned: the Company itself (which is in a state of liquidation), the leader (manager) and thesole shareholder. It can be opposed to third parties if a legal announcement has been correctly broadcast. Here is an answer to the question: what are the effects of the dissolution of an EURL ?
Effective date of the dissolution of an EURL
La dissolution of an EURL Foum Zguid swerve from one of the following dates:
- End of the duration of the EURL;
- Completion or termination of the corporate purpose;
- Voluntary early dissolution decided by the sole shareholder;
- Judgment ordering judicial dissolution;
- Declaration of the invalidity of the partnership agreement;
- Occurrence of a specific event indicated in the articles of association.
There are many raisons dissolution of an EURL.
Consequences of the dissolution of an EURL for the company
As soon as the dissolution takes effect, theEURL is in a state of liquidation (amicable or judicial). There are a few exceptions to this principle, in particular for merger or demerger operations.
During the period of resolution and until the disappearance of the legal person concerned, a liquidator (previously appointed) will have to:
- Identify assets and liabilities of the EURL (it will carry out, as such, an inventory),
- Sell the asset (it will sell fixed assets, inventory and collect receivables),
- Settle passive (he will repay the debts).
If he does not have enough funds to satisfy the creditors, he will have to ask the commercial court to order the judicial liquidation of the company.
These operations take place in two step and are therefore materialized by two separate minutes of decision of the sole shareholder. Two changes are successively made to the Trade and Companies Register (RCS) to which the EURL is subject:
- The first indicates the dissolution and specifies the name of the liquidator,
- The second notes the finalization of liquidation, determines the amount of the liquidation bonus or loss and gives the liquidator discharge from its management.
The legal personality of the EURL remains throughout the procedure: it will only disappear when the company is removed from the RCS.
Consequences of the dissolution of an EURL on the corporate officer
The powers of the leader de l 'EURL stop as soon as the sole shareholder has made the decision to dissolution. Indeed, it is the liquidator who will take care of the tasks that fell to the manager and it is impossible that they exercise simultaneously.
In the majority of cases, the liquidator is appointed in the same deed where the sole shareholder chooses to dissolve his company. We generally find in this document a statement confirming the cessation of duties of the EURL manager.
Le liquidator is responsible for representing the company in liquidation. He must also provide accounts to the sole shareholder (as the "usual" manager did) and draw up the liquidation balance sheet.
Its mission ends when the closing of the liquidation is confirmed. The sole partner will then give him his approval for his management and he will be relieved of his mandate.
In certain circumstances, the dissolution of an EURL may lead to compensation for the manager.
Consequences of the dissolution of an EURL for the sole shareholder
When a sole shareholder decides to terminate its EURL, he must to cease any commercial activity. Failing this, a de facto partnership is created, which does not have a legal personality but which is different from the EURL.
Once the EURL has the necessary means to satisfy its creditors, the sole shareholder can close the liquidation. He then recovers what is left of the social capital, what is called the equity sharing, and this leads to the establishment of the result of the liquidation:
- A profit (the sole partner receives a larger sum than his initial investment),
- Or a loss (the sole shareholder receives nothing or a lesser sum).
If the profit is paid to a natural person, it is subject to special taxation. The reverse is true for losses, which cannot be deducted in any form.
Consequences of the dissolution of an EURL on third parties
The external people have to be informed the dissolution of an EURL and its liquidation. To do this, two steps must be taken:
- The dissolution decision must be made public through a legal announcement in a body of legal announcements;
- The documents produced by the company must include a special mention “company in liquidation”.
The effects of the dissolution with regard to third parties will only be effective from the date of publication in the trade and companies register. The final liquidation (and the loss of legal personality) is opposable to them after the publication of thelegal announcement of closure of the liquidation of the EURL.
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Also read on the subject of the dissolution of an EURL:
- What is the cost of closing an EURL ?
- What information appears in the legal announcements of closure of an EURL ?
- How to close an EURL on the Internet (online) ?
- What procedure must be followed to delete an EURL from the RCS ?
- EURL without activity: what should be done ?
The dissolution of an EURL has consequences for the company itself, its manager, its sole shareholder and third parties.
