When the partners wish to put an end to a partnership, they must designate the place where the liquidation will take place. It is important to note that this place may be different from the registered office (which still exists until the company is officially dissolved). Here is the essential information to know about the seat of liquidation of a company: what is it? How and where to declare it?
What is the seat of liquidation and what is it used for?
During liquidation phase, i.e. between the date of dissolution and that of the closing of the liquidation, the company retains its registered office. The latter persists even until the removal from the trade and companies register (RCS) takes place. It can also be, in the meantime, déplacé if necessary.
Consequently, when the partners (or the sole partner) decide to dissolve their company prematurely, they are obliged to specify the place of the seat of liquidation. It's'precise address where all the correspondence and the deeds notified to the liquidated company must be sent from the date of dissolution.
Where can the place of liquidation be designated?
Usually, it is not allowed to choose the domicile of the manager of the company to establish the seat of the liquidation. Indeed, being deprived of all his rights and powers, he no longer represents the company, unless he is designated as amicable liquidator. He no longer has any influence on the situation.
In practice, shareholders can have three options to indicate the registered office of liquidation of their company. Legislation authorizes the designation of:
- Au company headquarters,
- At the amicable liquidator (personal address),
- Has a other place.
Fixing the seat of liquidation: how to proceed?
A regulations specific frame the amicable closure of a company. The partners must adopt a collective decision to decide on the early dissolution of their company.
During the meeting, they must also take decisions concerning the amicable liquidator (appointment, mandate, remuneration, etc.) and the registered office of the liquidation.
Once these arrangements have been made, they must be recorded in a minutes of dissolution. The latter will serve as evidence at the registry of the commercial court.
Declaration of the head office of liquidation: is it necessary?
Dissolved companies immediately enter into liquidation proceedings. At the end of this process, they completely disappear. This is why it is imperative to notifier le liquidation headquarters to a specific organism.
Firstly, in order to inform all those interested in the upcoming dissolution of the company, a legal publication of dissolution and publish it in a media authorized to broadcast this type of announcement. The registered office of liquidation must be mentioned in the notice.
Finally, to meet this declarative obligation, it is necessary to complete the specific form (M2), to collect supporting documents and to submit a request for modification registration at the registry of the commercial court.
Read also on the subject of liquidation:
What is the procedure for determining the seat of liquidation of a company?
Reply :
The seat of the liquidation must be fixed by decision of the board of directors or the general meeting, which appoints the liquidator and determines the place where he must exercise his functions.
What is the importance of fixing the seat of liquidation?
Reply :
Determining the seat of the liquidation is important because this is where the liquidator will exercise his functions and where all the documents relating to the liquidation will be kept. In addition, the seat of liquidation must be located in the same country as the registered office of the company.
