Reword with SEO Words for WordPress : The cessation of activity of a company ends with its removal from the Trade and Companies Register. There liquidation of a company includes a number of phases. Here are the answers to the following questions: what is a liquidation ? What are the reasons for liquidation ? How to liquidate a business ?
A company may be completed in two ways:
Judicial liquidation is more demanding in terms of formalities than amicable liquidation. It is also less flexible in its development and presents a cost higher.
La amicable liquidation occurs after a decomposition. It requires a collective decision of the partners (or a sole shareholder's decision in the case of single-member companies of the SASU or EURL type) motivated by:
This method of liquidation assumes that the company is able tohonor one's obligations, this means that it should not to to be in a state of payment default.
Conversely, if a company finds itself in a state of cessation of payments (inability to meet the liabilities due with the assets at its disposal) and that its recovery seems obviously not possible, it may ask the commercial court to open proceedings for judicial liquidation. The latter has the sole purpose of compensate creditors of the company in the most satisfactory way.
The request can also come from a third party who has an interest in it, from the public prosecutor, ex officio by the court, etc.
A procedure simplified judicial liquidation was created for certain companies from November 23, 2020. It concerns companies that employ 5 employees at most, who have no no real estate to their credit and who achieve a turnover less than 750 000 euros. Previously, this procedure applied:
In the simplified judicial liquidation, the closing of the liquidation takes place at the latest 6 months after the opening of the procedure by the court (one year for companies with more than one employee and a turnover of more than 300 euros). In the judicial liquidation under ordinary law, it's the court that sets the deadline at the end of which the closure of the procedure must be examined (it can extend it under certain conditions). Beyond a period of two years, any creditor may seize the court to request the closure of the liquidation.
You have been warned! : judicial liquidation proceedings can only be opened if no other collective proceedings are in progress.
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This request is addressed to the president of the competent commercial court (or to the tribunal de grande instance if the debtor is a natural person).
After examining the file, the president of the commercial court summons the parties to a judgment hearing in order to rule on the request. This can be rejected (if the court considers that the debtor is not in cessation of payments) or admitted (which then constitutes a opening of judicial liquidation).
The president of the commercial court must then proceed with the appointment of a judicial liquidator, whose mission will be to manage the company's assets and to continue the liquidation operations until their completion. He must also summon the creditors and the partners to a general meeting.
The judicial liquidator must then:
As soon as the court finds that the liabilities are fully discharged, it declares the closure of judicial liquidation and the liquidator must then carry out certain formalities (legal announcement, filing of a file with the CFE, etc.).
Le amicable liquidation process has been precisely defined according to each legal form:
It is necessary to assign the post of amicable liquidator to an officer, partner or third party. The period of his mission cannot exceed 3 years and it is up to the partners of the company to proceed with his appointment, according to the legal and statutory majorities.
Le amicable liquidator's mission is :
He must call the shareholders to a general meeting within 6 months in order to present them with a report on the company's accounting situation and on the continuation of the liquidation operations.
Once the liquidator has cleared the liabilities, he must submit final liquidation accounts to the associates so that they approve them and give their discharge. In the following month, the liquidator must carry out specific formalities, including a publication of legal notice and submission of a file at the business formalities centre. The clerk of the commercial court will then proceed with the removal from the trade and companies register (RCS).
A application for the opening of liquidation proceedings must be filed with the president of the commercial court (or with the regional court if the debtor is a natural person) within 45 days of the cessation of payments. It must contain all of the following documents: declaration of cessation of payments form, annual accounts, statement of liabilities, registration extract, cash position, number of employees, statement of receivables and debts, statement of securities, inventory of the debtor's assets, name and address of the responsible partners.
After examining the file, the president of the commercial court summons the parties to a judgment hearing in order to rule on the request. This can be rejected or admitted, which then constitutes a opening of judicial liquidation.
The president of the commercial court must then appoint a judicial liquidator, whose mission will be to manage the company's assets and to continue the liquidation operations until their completion. He must also summon the creditors and the partners to a general meeting.
The judicial liquidator must then:
As soon as the court finds that the liabilities are fully discharged, it declares the closure of judicial liquidation and the liquidator must then carry out certain formalities (legal announcement, filing of a file with the CFE, etc.).
Indicate here the name and address representatives of the works council or staff delegates.
Provide a sworn statement certifying the absence of appointment of an ad hoc agent or opening of a conciliation procedure in the 18 months preceding the date of the request (if not, provide a sworn statement stating a such appointment or the opening of such proceedings, mentioning its date as well as the court which conducted it).
The court will appoint a judicial liquidator and commissioner judge.
The liquidator will exercise, in place of the manager of the company, his rights and actions on his assets. He must report on his management every three months to the supervising judge and the manager of the company.
The supervising judge is, for his part, responsible for ensuring the smooth running of the procedure and the protection of the interests involved.
During the judicial liquidation phase, the liquidator first has theinventory of company assets (he awards them a prize). It also carries out the verification of claims. Then he realizes the asset (sells inventory, fixed assets and collects trade receivables) in order todischarge the liabilities (pay debts).
La close of liquidation can be pronounced when:
The closing formalities are carried out by the liquidator. There company is deregistered of the trade and companies register and it loses its legal personality.
The liquidation of a company can take on an “amicable” (when it is able to pay its creditors) or judicial (when it is in a state of insolvency) nature. Unlike the put to sleep, it leads to the definitive disappearance of society.
Answer: The procedure to be followed to liquidate a company includes several stages: convening of an extraordinary general meeting to decide on the dissolution of the company, establishment of the inventory of the company's assets, liquidation of debts and assets as well as the distribution of remaining assets to shareholders.
Answer: The causes that can lead to the dissolution of a company can be diverse: lack of profitability, death of a partner, decision of the partners, financial difficulties, lack of customers, etc.
Answer: The consequences of the liquidation of a company are numerous and vary according to the type of company: the shareholders lose their investment in the company, the employees lose their jobs, all the debts and obligations of the company become due and must be paid. .
