According to its name, the liquidation residue corresponds to remaining funds in a company at the end of its liquidation. There are two ways to calculate it, but they assume that the shareholders have declared the early dissolution and that the liquidator has carried out all the liquidation operations. We talk about liquidation bonus or liquidation mali. Here are the steps to follow to determine the result of liquidation :
- Definition of liquidation result,
- Preparatory steps necessary for the calculation,
- Formulas for calculating the liquidation result,
- Interpretation of the liquidation result: bonus or mali.
What is the liquidation result?
According to definition, liquidation result is the money that stay in a company after the end of the early dissolution procedure – amicable or judicial liquidation. This amount is only available once the process has been completed and before request the deregistration of the company of the trade and companies register (RCS).
This means that he no more assets in the company (materials, stocks, receivables, etc.) no debts (suppliers, tax, social, etc.) excluding share capital. The partners represent the last group to benefit from the result. If positive, the final result of the liquidation will be distributed to the partners.
The result liquidation is a distinct concept from the result liquidation activities. The latter is calculated from the operations carried out during the liquidation period (sale of assets), that is to say between the date of dissolution and the closing date of the liquidation operations. THE liquidation result is the result final et final of liquidation.
Preparing the liquidation result
Before being able to estimate the proceeds from the liquidation of a company, it is necessary first proceed to his disintegration. There are many dissolution sources : premature dissolution, non-extension, impairment or extinction of the corporate purpose, gathering of all corporate rights in one hand, sanction, judgment, etc. They can be voluntary (that is to say result from a decision of the partners) or not.
La conciliatory closure and voluntary offers a framework much more flexible to the operation. This allows in particular to reduce dissolution and liquidation expenses. It is the partners who voluntarily choose the conciliatory liquidator. It can be one of them or the non-associate manager for example. In the judicial procedure, it is the judges who decide and the participants benefit from a remuneration.
The steps of the conciliatory closure are: dissolution, liquidation and cancellation. The dissolution supposes the agreement of the partners, under the conditions provided for the modifications of statutes. From then on, the mandates of the leaders cease. The liquidator represents the company and carries out the liquidation operations. Of the formalities required: drafting of minutes, publication of a legal notice and filing of a file with the registry.
Once the liquidation procedures have been completed (there must be no assets left in the company, nor any receivables or debts), the partners can vote for the conclusion of liquidation. They must, in passing, approve the liquidation accounts and the distribution of the result. They will also have to discharge the liquidator and release him from his mandate. New formalities must be completed (minutes, legal announcement, etc.) The last step is the removal from the trade and companies register.
Formulas for calculating the liquidation result
It exists two methods to calculate a liquidation result : the sum method and the difference method. Here are the details.
Calculate the liquidation result with the difference method
This system is the most used to establish the liquidation result. Just take, in the table of liquidation, the amount of shareholders' equity and subtracting it from that of share capital.
Liquidation result = equity – share capital
Calculate the liquidation result with the sum method
This calculation of the liquidation result is more complex than the previous one, because it takes longer to perform if there are many accounting items in the company's equity.
Liquidation result = legal reserve + statutory reserves + optional reserves +/- reinstatement +/- proceeds from liquidation operations + profits pending taxation
Liquidation Result: Advantage or Disadvantage?
When the result of the calculation is positive (+), we are talking about a liquidation bonus. The partners then recover a sum of money greater than their initial bet. I'surplus is taxed and taxed as a distribution of dividends if it belongs to natural persons (individuals). If this is the case of a single associated legal person (another company), there is no actual liquidation. In this case, a universal transfer of assets is carried out (TUP).
If the result is negative (-), the liquidation ends with a small. The company does not have the necessary funds to reimburse the shareholders for all of their contributions. The latter only recoverpart of their contribution. Sometimes they don't get nothing. Specific rules apply for the deduction of the “capital loss” for legal entity partners. They depend in particular on how long the securities are held (more or less than two years).
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