Once dissolved, business bodies must carry out legal procedures. In particular, they will have to deposit a request to the Commercial Court for record a amending registration in the Trade and Companies Register (RCS). For this, they will have to fill un document specific (cerfa 11682), generally called M2 form. Here is a guide dedicated to the declaration of dissolution of a company such as SASU, EURL, SAS, SARL, SA, SNC, etc. It answers the following questions:
- What is the M2 form ?
- How to complete the M2 document in the event of dissolution ?
- What are the procedures to be carried out with the M2-dissolution form ?
- What are the steps to follow after filing the dissolution form ?
What is the M2 form used for?
Le M2 form is used to declare any modification affecting a legal entity, in other words a Company. It not only incorporates the dissolution, but also other statutory alterations: transfer of head office, change of name or corporate purpose, change of manager, etc. However, we will only focus on filling the print in case of dissolution.
The M2 print corresponds to the Cerfa No. 11682. It is available for free download on the service-public.fr website (here). It has 4 pages but only the first two must be completed. Their contents refer directly to the following two pages. This document can be completed online, on the Internet.
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Finally, box 22 must be completed by thesole shareholder (if there is one) or by the president of the board of directors or the supervisory board (if there is one) or by the leader social. He must simply mention his surname and first name as well as his position.
Once the M2 form is completed, it must be signer by the liquidator and send it to the registry of the competent commercial court.
How to complete the M2 document in the event of the dissolution of a company?
Find all the information you need to completion of boxes 1, 2, 9, 11, 12, 19, 20, 21 and 22 of form M2 for the dissolution of a one-person (SASU or EURL) or multi-person (SAS, SA, SARL, etc.) company.
Fill in boxes 1 and 2: Event(s) and identification reminder
Check it "Disband" box of box 1. Also indicate whether or not the activity continues following the decision to dissolve by checking the appropriate box. In principle, in the event of the dissolution of a company with only natural person partners, the activity must cease.
In box 2, fill in the characteristics of the dissolved company : identification number in the SIRENE directory (9 digits), city of the competent registry, company name, legal form and registered office. SASUs and EURLs must also complete box 3 and indicate whether or not the sole shareholder exercises the management functions of the company.
Complete box 9: Declaration of dissolution of the legal entity
La dissolution date of the company must appear on the first line of box 9. It is necessary to recall, once again, the status of the activity (continuation or discontinuation).
Then mention the newspaper name from which is extractedlegal announcement of dissolution and release date of the opinion. This information appears on the certificate of publication issued by the newspaper.
Then indicate the seat set for liquidation. This may be the address of the registered office, that of the liquidation or another address (which should then be specified).
When the sole shareholder of the company is a legal person (another company) and the provisions of a universal transfer of assets – TUP – apply, tick the box provided for this purpose.
Complete boxes 11 and 12: Declaration relating to an establishment
Boxes 11 and 12 must be completed only if the company close an establishment at least. Tick the “closure” box in box 11 and fill in the information requested in box 12:
- The closing date of the establishment,
- The nature of the establishment,
- The full address of the establishment,
- And the date on which it no longer employs any employees there.
Also specify the closing pattern of the establishment (deletion, sale or other).
When the company closes several establishments, an additional spacer M ' (Cerfa 11681) is required.
Complete box no. 19: Declaration relating to senior managers
When the dissolution leads to the liquidation of the company, the partners (or the sole partner) have appointed a liquidator who has the powers of representation of the company. He replaces the corporate officers whose terms of office cease immediately.
Le liquidator having the power to commit the company, it must be officially known to all, therefore declared as such. Thus, complete boxes 19A and 19B as follows:
- Frame 19A : Indicate the date of appointment of the liquidation, his name, his first name as well as his address, his date of birth and his nationality. “Liquidator” should be indicated on the “Quality” line. Moreover, if the liquidator is the current manager of the company, tick the box “Maintained” and mention “Manager”, “Chairman” or “General Manager” on the “Former capacity” line. Otherwise, check the “New” box and declare the departure of the leader in place before the dissolution;
- Frame 19B : Recall the surname, first name(s) of the manager who is definitively ceasing his duties within the company. This framework does not have to be fulfilled if the company appoints its manager as liquidator. Non-salaried managers removed from office must provide their social security number.
Complete boxes 20, 21 and 22: Additional information
Box 20 is a space used to bring to the attention of the registry of the commercial court any observation ou Note that the dissolved company considers useful.
Box 21 contains theMailing address. This is the address at which the company will receive all correspondence. It must also recall its contact details.
Finally, box no. 22 must be completed with thesole shareholder (if there are
The form on page 3 and 4 must be signed and dated by the liquidator, who is generally the signatory of the declaration of modification according to box n° 22.
What is the minutes of dissolution and what are the formalities to be carried out with the M2 form?
When the partners decide to dissolve their company, they must draw up a document called a report of dissolution. Thus, a legal announcement must be made to alert third parties of the imminent end of the company. It is then necessary to complete the M2 form according to the indications given. Subsequently, the company must declare its dissolution to the registry of the commercial court. She must provide a complete file in a delay of a month which may be accompanied by supporting documents.
What are the steps to follow after the triggering of the dissolution?
The registry of the commercial court processes the dissolution file and, if it is complete, issues a new Kbis extract to the dissolved company. The information is then brought to the attention of various organizations.
After declaring the dissolution of the company, the liquidator must carry out the closing transactions strictly speaking. He must sell fixed assets and inventories (if any remain), collect all receivables and pay off debts.
When he has finished his work, he must prepare final financial statements of liquidation and convene the partners so that they rule on the end of the liquidation, give him discharge and release him from his mandate.
The associates will in particular be responsible for approving the liquidation accounts and validating the allocation of the liquidation result, which results in a profit or a deficit. At the end of the procedure, the registry will carry out the permanent cancellation of the company from the trade and companies register.
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