It is possible, under certain conditions, to close a SASU with an amicable settlement. The company must be financially sound. This method of liquidating is only authorized if the SASU is not in a state of cessation of payments. here are the 10 steps: which will allow you to carry out the amicable liquidation of your SASU :
It is possible, under certain conditions, to terminate a SASU by an agreement. The company must be financially healthy. This mode of dissolution is only authorized if the SASU is not in a state of cessation of payments. here are the ten steps which will allow you to carry out the amicable liquidation of your SASU :
Early dissolution of the SASU
Before initiating the process of fenced of a SASU, it is important to ensure that this amicable liquidation is legal. It is therefore essential that society is not in state of bankruptcy and has the necessary funds for its debts.
The only person empowered to make the decision to terminate a SASU is thesole partner. Thus, it is he who will have to decide on the early dissolution. Following this decision, the company will enter a period of liquidation.
To formalize this decision, the partner must draft and sign a minutes of dissolution (PV). He must also appoint a amicable liquidator (see step 5). The latter will be in charge of carrying out the liquidation operations.
Announce a dissolution in a newspaper
The amicable liquidator must, within the month following the date of his appointment (date of the minutes) post a announcement of dissolution in a journal of legal announcements – JAL. This is a specialized company which benefits from an approval from the prefecture.
A legal announcement of dissolution must contain a certain number of mandatory information. To avoid forgetting any, it is possible to use a service online. It allows you to generate legal ads easily and distribute them at a lower cost.
Once the broadcast of the notice has been programmed, the newspaper of legal announcements gives the amicable liquidator a certificate of publication of legal notice. This document is one of the supporting documents to be presented to the registry of the commercial court (see step 4).
Fill out a declaration of modification
Un online form in particular must be completed and signed by the friendly liquidator. It's about document M2 (Cerfa 11682). This PDF summarizes the characteristics of the SASU and mentions the changes made, namely its dissolution.
The "dissolution" box in box no. 1 must be ticked and the properties of the SASU indicated in box no. 2. Box no. 9 must then be completed, with the newspaper where the legal announcement will be published and the date of dissemination. The seat of the liquidation must be specified therein.
If the SASU closes establishments (other than its head office), it must declare them in boxes 11 and 12. Finally, it must indicate the identity of the President (whose term ends) and that of the amicable liquidator who replaces it (frame no. 19).
File a petition with the registry of the commercial court
THEcancellation of the SASU is now practically official. All that remains is to request that the data contained in the Trade and Companies Register (RCS) be modified and the Kbis of the company updated to take into account the state of dissolution.
For this, you must submit a amended registration request at the registry of the competent commercial court in the territory. The deposit can be made by post, at the bank or online on the website https://www.infogreffe.fr.
The file must include the following documents: a copy of the minutes of dissolution, the certificate of publication of the legal announcement, an identity document of the liquidator (as well as a certificate of non-conviction and filiation), the form M2 and payment for court costs.
Sale of assets and repayment of receivables
From the moment the dissolution is pronounced and until the finalization of the liquidation accounts, a period of temporary liquidation opens. The friendly liquidator of the SASU then has multiple tasks to accomplish.
He must first convene the sole shareholder and present him with a statement of the financial situation of the company, indicating the time limit for complete the liquidation. Simplified procedures are possible in the case of the sole managing partner appointed as liquidator.
Then, the friendly liquidator must carry out liquidation operations. It is then a question of selling the goods in possession of the company (stocks, equipment, etc.) and recovering customer receivables (collection of sales invoices). The money raised must then be used to repay all debts.
Establishment of amicable liquidation accounts
Once all the assets have been sold and the liabilities paid, the amicable liquidator must prepare financial statements known as liquidation accounts. As a general rule, they include a balance sheet and an income statement, drawn up according to liquidation values.
The liquidation accounts mention the amount of the profit or loss resulting from liquidation operations. They also reveal the final sale of the liquidation, namely a liquidation bonus or a liquidation malpractice.
The last act to be carried out before the SASU is completely dissolved is the vote de l 'sole shareholder on the liquidation accounts and the division good or bad.
Complete Friendly Liquidation
When the liquidator has carried out the liquidation activities and drawn up the liquidation accounts, he must ask the sole shareholder to take leave of office. To do this, a decision is necessary, respecting the same protocol as before (PV).
Le liquidation document also includes other important decisions: approval of the final liquidation accounts, distribution of the liquidation balance, discharge to the liquidator of his management and final closing of the liquidation process.
Once again, this prerogative belongs exclusively to the sole shareholder. Note that the document must be recorded with the tax authorities if the final accounts show a go into of liquidation.
Publish an announcement of closure of amicable dissolution
An advertisement must be placed in a Newspaper of legal notices in the month following the closing decision. This is a notice of settlement closure. The chosen JAL must imperatively be the same as that used to announce the dissolution of the SASU.
Legal advertising must contain a certain number of mentions. It is appropriate to recall the decisions taken by the sole shareholder (approval, discharge, discharge and closure) and to mention the city of the registry of the commercial court where the cancellation will take place.
As before, the JAL will give the SASU a publication certificate. This document is proof for the request for deregistration from the Trade and Companies Register (see step 10 below).
Fill out a declaration of dissolution
You have to fill in theprinted "M4" more frequently referred to as a "declaration of dissolution from a company ". You will find this Cerfa document bearing the number 11685 for free download in PDF format.
Box 1 is used to fill in all the details concerning the SASU (legal nature, name, address, capital, etc.). The mention of the SIREN number is essential.
In boxes 2 and 2 Bis, you must enter the date of total cessation of activity and tick the box “closing of liquidation”. Finally, if establishments other than the head office are to be closed, they must be declared in box 4.
Request removal from the trade and companies register
This step is the last procedure necessary for the amicable liquidation of a SASU. She involves her absolute and official disappearance. All companies are registered in the Trade and Companies Register. When they cease their activities, they must ask their radiation of this register.
In order to achieve this, it is necessary submit a file at the registry of the commercial court which must contain: the M4 form, a copy of the liquidation report, the certificate of publication of the liquidation announcement, a copy of the certified final accounts and a settlement.
Once the file has been received, the clerk publishes a notice in the BODACC (Official Bulletin of Civil and Commercial Announcements). He then removes the SASU from the RCS and gives it his last Kbis. Once this step is completed, the company no longer legally exists.
You will find more information on closing a SASU:
