eurl sleep

The mothballing of an EURL

To put Standby a EURL is a technique that makes it possible to temporarily suspend the activity of the company without deleting it from the legal registers. However, it is impossible to exceed the two-year period. In addition, this status requires advertising formalities. Foundation-company-ricard publishes a dossier devoted to the hibernation of an EURL. It explores the following themes:

eurl sleep

Advantages of putting an EURL to sleep

A EURL may, for various reasons, cease its activity. If this suspension is temporary, the manager has the possibility of put to sleep.

The reasons can be internal (decision of the manager or the sole shareholder) or external (loss of a market or lack of short-term visibility).

A put on hold cannot hide financial difficulties and the EURL must not not be in a state of insolvency. She can represent his activity afterwards, without having to request a new registration (only an update).

Unlike the liquidation of the EURL, mothballing does not lead to the definitive disappearance of the company.

Duration of sleep of an EURL

According to the laws in force, commercial companies inactive can go into a state of rest for a maximum of two years. This term is assessed from the date of update of the Trade and Companies Register (RCS).

Once this period has elapsed, the EURL must:

  • Either be dissolved prematurely,
  • Resuming business,
  • Or be given away.

If the firm does not return to compliance after the deadline, it runs the risk of to do to erase automatically by the registry of the commercial court. The latter has the capacity to carry out this deregistration, but it is necessary to notify the company beforehand.

How do I put an EURL to sleep?

Le leader of the EURL is in charge of put on stand by the society. In the event that the legal representative is not the sole shareholder, he must submit his decision to the latter for validation.

After this step, it will be necessary to fulfill the following administrative obligations:

  • Draw up a decision report for the sole shareholder;
  • Complete and sign an amended registration request form (M2);
  • Send a file to the registry of the commercial court accompanied by a payment.

The law does not require de publish a legal notice. However, publishing a notice in the official bulletin of civil and commercial announcements may serve as a warning to third parties.

Once the file has been processed, the clerk of the commercial court will add a new mention to the company's Kbis extract. This change will be recorded in the Directory of Companies and Associations (RCS).

When the EURL comes out of its dormant state, it will have to carry out additional formalities depending on the reason for its exit (assignment, dissolution or resumption of activity…).

What are the effects of the suspension of an EURL?

The mothballing of an EURL has consequences on the accounting, legal and tax levels.

Tax impacts of putting an EURL on hold

Let's see what this means in terms of taxes :

Value added tax (VAT) Loss of debtor status
Declaration Exemption
Annual declarations of results (bundles) Mandatory deposit even if no profit is made (“nil” box to be ticked)
Property contribution from companies (CFE) Exemption if no activity is carried out on January 1 (tax due if this is the case)
Contribution on added value (CVAE) Exemption if activity ceases on January 1 (automatic relief if turnover does not exceed 500 euros)

Accounting impacts of the mothballing of an EURL

The mothballing of an EURL has few consequences in accounting terms. THE obligations in force remain in place and the company must always hold a commercial accounting.

Moreover, thepreparation of annual accounts is also compulsory. In practice, EURLs that meet the “micro” business criteria and whose balance sheet has not changed can submit simplified financial statements.

Legal impacts of putting an EURL on hold

From a legal point of view, the non-partner manager must, after drawing up the accounts, call thesole shareholder, every year.

The latter must validate the annual accounts established by the manager and decide on its possible distribution.

LEARN MORE ABOUT CLOSING A EURL:

If an EURL temporarily interrupts its activities, it can be put on hold. In this case, it retains its legal personality and is not subject to deregistration. However, this regime may not exceed 2 years. In addition, it requires the fulfillment of legal formalities.

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