A Limited Liability Company (SARL) may, under certain circumstances, cease its activity. This interruption can be voluntary, that is to say decided by the company or, on the contrary, be imposed on it (closing of its premises for example). The sole shareholder of an LLC without operations who no longer wishes to exercise it has three options. He can dissolve and liquidate, put on stand by ou sell its shares. Here's how each option works.
Solution n° 1: stop the activity of the EURL
In this situation, the sole proprietor decides to put an end to his company. He must then close his EURL by deciding his early dissolution and placing it in amicable liquidation. Once the procedure is complete, the registry of the commercial court removes it from the trade and companies register (RCS).
For the procedure to take place without problems and with the minimum of costs, the company must is not in default of payment. The EURL must have enough money to repay all its debts, with the exception of the share capital. In this case, the sole shareholder or the manager (if he is not the owner) may be appointed as amicable liquidator and take direct charge of the liquidation operations.
There are many steps to take to dissolve and liquidate a company. They take place in two stages: first the dissolution, then the completion of the liquidation. Throughout the time between these two stages, the liquidator sells the assets, settles the debts and draws up final liquidation accounts. At each stage, the EURL must submit a file at the registry of the commercial court and publish a legal notice.
| Benefits of closing | Disadvantages of closing |
|---|---|
| Permanent deletion of the EURL | Procedure can be complicated |
| Inexpensive amicable closure | Inability to go back |
Alternative solution: suspension of the EURL without activity
This solution is, unlike dissolution/liquidation, provisoire and not final. It consists, for the sole partner, in stopping his business project for a time. The sleep period should not exceed 2 years. When the deadline is reached, the sole shareholder will return to the same situation as before. He will then have to make a decision: relaunch an activity, definitively close his company or sell his shares.
Putting an EURL to sleep allows you to take reflection time before making a decision. However, during this period, it should be noted that the company is still liable for a certain number of obligations. It will therefore have to draw up annual accounts and submit statements of results (at 0, if applicable).
The steps to be carried out to put an EURL to sleep are very easy. When the sole partner is also the manager of the company, all he has to do is make the appropriate decision, fill out a modification declaration form (M2) and the transmit to the registry the commercial court on which the EURL depends.
| Advantages of suspension | Disadvantages of pending |
|---|---|
| Quick and easy procedure to implement | Temporary solution, limited to 2 years |
| Allows you to take an analysis break | Persistent accounting and legal duties |
Solution n° 3: transmit the EURL without activity
The last solution lies, for the sole shareholder, in the search for a buyer and the a transfer its social actions. The company can also sell your business, but this option leaves the single partner in the embarrassment. Indeed, in this situation, he holds shares of an empty shell, and even if he has to liquidate it. He will have no choice but to dissolve and liquidate his company, if that is possible.
Selling is the way to dispense with paying the costs associated with closing a company (on average €600). However, this requires finding someone interested in resuming such an activity. The motivations of the buyer can be varied: to restart the activity thanks to its network, repopulate a tax deficit thanks to the tax consolidation mechanism, etc.
| Advantages of the transfer of securities | Disadvantages of selling shares |
|---|---|
| Saving administrative costs related to the closing | Difficulties in finding a buyer |
| Valuation of the EURL and realization of a capital gain | Tax pressure often considerable |
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