La fenced a sole proprietorship with limited liability (EURL) occurs after its dissolution, in the event that the sole shareholder is a natural person. There friendly liquidation follows very specific rules. Here is the procedure to follow as well as the steps for liquidate an EURL :
- Carry out liquidation operations,
- Declare the closing of the liquidation,
- Publish a notice of liquidation in a newspaper of legal announcements,
- Request deletion of legal registers.
Perform EURL liquidation tasks
The sole owner having decided to dissolve its EURL immediately places it in a state of liquidation. It is then necessary to appoint a liquidator charge :
- To invite the sole shareholder to present himself within 6 months of his appointment and at least once a year,
- To sell the assets of the company (fixed assets and reserves),
- To collect all receivables awaiting payment,
- And to repay all of the company's creditors.
The tasks of liquidator can be carried out by thesole partner of the EURL, by its director or by a external person to the company (a third party). The functions of the manager end at the same time.
When his mission cannot extend for more than 3 years, the liquidator presents liquidation statements of the EURL. He must ask the sole shareholder to pronounce the fenced of the liquidation, which will mark thepermanent termination of the society.
Complete the liquidation of the EURL
The liquidator's mandate comes to an end once he has carried out all his closing transactions and that he had a deal of the sole shareholder. The latter must decide the end of the dissolution of the EURL, for:
- Validate liquidation accounts,
- Check the liquidation balance (negative or positive),
- And pronounce the permanent closure of liquidation.
Confirm EURL liquidation accounts
It is the responsibility of the sole shareholder of the EURL to validate toutes les dissolution operations and therefore of to confirm the end accounts. On this occasion, he gives quitin to the liquidator, which has the effect of releasing him from his mission. These decisions are recorded in a document called decision report of the sole shareholder.
Here is an example of a caption that must appear when the sole shareholder is the liquidator:
Decision number [Number] – Confirmation of the final liquidation accounts
[Designation of the sole shareholder], sole shareholder declares that he has drawn up the final liquidation account. This shows a balance [Negative or Positive] de [Amount] euros.
When the liquidator is someone other than the sole shareholder:
Decision number [Number] – Confirmation of the final liquidation accounts
[Designation of the sole shareholder], sole partner confirms the transactions made by the liquidator and also the final liquidation account showing a balance [Negative or Positive] de [Balance amount] euros. The sole partner also gives quitin of his management to the liquidator, who is thus released from his mission.
Divide the liquidation balance of the EURL
Once verified, the sole shareholder must distribute the liquidation balance. If it is an amount negative, no attribution is allowed. The partner can possibly recover part of his initial investment for the share capital, if the funds allow him. When the balance shows a liquidation bonus, the shareholders' equity is distributed in favor of the sole shareholder. The latter will then recover not only his participation in the capital but also an additional sum. In this case, the minutes must be recorded with the competent tax office.
The sole shareholder decides to divide the positive balance of [Balance amount] euros for its benefit. It is therefore assigned to him.
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The liquidation balance showing a negative balance of [Balance amount] euros, the sole shareholder decides that no reimbursement of shares is made.
Pronounce the final closure of the liquidation of the EURL
The final decision to be made by the sole shareholder is to fence definitely the procedure amicable liquidation of the company. This step marks the end of the company's existence.
The sole shareholder notes the definitive closure of the liquidation of the company and entails the definitive disappearance of the legal personality from this day.
The sole shareholder must then carry out publicity actions to notify any interested person of the end of his EURL.
Publish a legal announcement announcing the closing of the liquidation of the EURL
To warn third parties, the sole shareholder must publish a notice of closure of liquidation of EURL in a journal of legal announcements (JAL). The broadcast must take place within the period ofa month in the same newspaper as the one that advertised the dissolution.
The advertisement must include several necessary information such as information concerning the EURL (company name, registered office, capital, mention "in liquidation", SIREN identification number), the decisions taken by the partner (validation of accounts, savings and closing of the liquidation) and the Registry which will deregister the company.
Request for delisting of the EURL from the RCS
To conclude the process of dissolution of the EURL, the sole shareholder must submit a petition to the commercial court for to erase his company from the Trade and Companies Register (RCS). This process can be done by mail ou online on the Internet and must include all of the following documents:
- A completed and signed M4 form,
- A copy of the sole shareholder's decision report pronouncing the final closure of the liquidation,
- A copy of the certificate of publication of the notice of closure of the liquidation,
- A copy of the liquidation accounts certified true by the liquidator,
- And a payment by check (mail) or by credit card (Internet).
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Find out more about the topic of closing an EURL:
- What are the grounds for dissolution of an EURL ?
- What is the impact of the dissolution of an EURL ?
- How to appoint the amicable liquidator of an EURL ?
- What is the cost of closing an EURL ?
- What are the documents to provide to deregister an EURL ?
The liquidation of an EURL comes to an end with the end of the legal person. When the registry of the commercial court erases the company from the trade and companies register, it ceases to exist. Multi-partner liability entities (SARL) are more complicated to liquidate.
