Closing a one-person simplified joint-stock company – SASU – is an unusual operation. It requires following a procedure and fulfilling the legal formalities (often complex). The procedure generally raises many interrogations to which it is preferable to provide responses before starting. To help you in this mission, Fondation-entreprise-ricard has brought together 10 frequently asked questions about closing a SASU and responds concisely and comprehensively.
Table of contents of the FAQ on closing a SASU
Is it possible to close a SASU at any time?
No, of course. It exists several patterns closure of a SASU. We note in particular the voluntary closure and judicial liquidation decided by the judicial bodies uniquely. Reaching the date provided for in the articles of association is also a reason for the disappearance of the company. There are also other, less common causes: the non-regularization of heavy losses, the achievement or extinction of the corporate purpose, the application of a sanction, etc.
How to close a SASU: procedural order
To close a SASU that is not in a situation of insolvency, it is essential to start by dissolving it voluntarily and preventively. It should then be carry out the liquidation according to the principles of amicable liquidation. Once the closing of the liquidation operations is pronounced, it will be possible to apply for deregistration of the company from the trade and companies register (RCS). These steps should normally be completed within three years.
Who can decide on the early dissolution of the SASU?
Un sole shareholder has the sole power to dissolve a SASU prematurely, before the term provided for in the statutes, amicably. No other person or body can make this decision for him. The Law provides for a rule of public order: the early dissolution of a SASU is a unilateral measure of the sole shareholder.
How to dissolve a SASU?
A certain formalism is required, even if the partner is alone in the company. It is necessary to formalize the resolution of dissolution of the SASU, in a document named record. Subsequently, it is necessary publish a legal notice in a body authorized to receive them, namely a journal of legal announcements (JAL). Then, the liquidator must gather supporting documents, complete an M2 form and send all the documents to the business formalities centre.
What is the price to be expected to dissolve a SASU?
With regard to this point, it should be noted that there are two people expense categories. First we find unavoidable administrative costs, which come from respect for regulatory obligations and therefore cannot be avoided. These are the costs of publishing the notice of dissolution (€178,80) and the emoluments of the registry of the commercial court (€76,01). You can add the helpdesk cost. When the SASU uses an accountant or a lawyer, or uses an online service, additional fees are to be expected.
Do we identify who can be appointed liquidator of the SASU?
In the event of a conciliation, anybody may assume the function of liquidator. Most of the time, thesole shareholderwhich is also Head of the SASU, is responsible for this task. This configuration makes it possible to reduce the cost of the procedure (it is possible not to pay the amicable liquidator). In addition, it offers a more flexible framework. With regard to liquidation judicial, it is up to the magistrates to decide. It is impossible for it to be the president or the shareholder: it must be a person chosen from a national list.
What is the role of a liquidator in a SASU?
During the “liquidation period”, which is between the date of dissolution and the closing of the liquidation, the liquidator has many tasks. First, he must sell the assets still present in the company (generally stocks and fixed assets). Thereafter, he must recover the debts of the customers and collect them. Finally, he must use the money collected to "pay off" the creditors of the SASU, that is to say pay the supplier invoices. In an amicable procedure, it is essential that all debts be repaid: it is impossible to close an SASU still having debts.
What is the liquidation result and how to calculate it?
The liquidation result is the net profit from activities carried out during the period. It is calculated taking into account the earnings liquidation (sale of assets and inventory) and spending liquidation (net book value of fixed assets and inventories). It appears on the final liquidation account. This allows to determine the final liquidation balance : gain or loss. If the single member receives an amount greater than that corresponding to his initial investment in the share capital, then a profit is recorded.
What is the price to pay to dissolve a SASU?
La closing procedure for a SASU is very similar to that of dissolution. Her rate however, is a little lower. You have to pay for a legal notice (price: €129,60) and for a write-off filing with the Trade and Companies Register (price: €13,93). It is possible to hire a soutien to increase the budget needed to close the business. Finally, registration fees apply to the liquidation gain. The amount due may amount to 2,5% of its value. In the event of a loss, no amount has to be paid.
Is it possible to take care of the formalities himself?
Yes, Of course ! The sole shareholder can perform himself dissolution/liquidation procedures. He can also entrust the leader (if not him) care to do so. As for the formalism (minutes, legal notices, etc.), it can start from scratch and fit models found on the internet or use a legal service online which automates the processing of the procedure. And, if he needs to, he can delegate to a specialist the execution of legal formalities. In this case, it is either a chartered accountant or a lawyer.
