SAS shareholders have the option, collectively, of terminating their Company. To do this, they must to erase their SAS in the trade and companies register. Before that, they must check that the SAS meets the criteria to benefit from an amicable liquidation. Foundation-company-ricard describes to you the steps to be taken for deregistering an SAS :
- Check that the SAS is not in cessation of payment
- Voluntarily and prematurely dissolve the SAS
- Sell the asset and repay the liability
- Pronounce the final closure of the liquidation operations
- Request the deletion of the SAS from the commercial register
Check whether an amicable procedure is possible
In practice, there are two types of suppression. The first is a “friendly” liquidation and the second a “judicial” liquidation. In the first case :
- The partners have a little more control over the process,
- And the procedure is less expensive.
To benefit from it, the SAS must not be in a state of stoppage of payments. It must therefore be able to repay all its debts (called its liabilities) using its property, inventory and receivables (called its assets).
In these circumstances, the partners will be able to move towards a amicable liquidation of their SAS. Otherwise, a request must be filed with the commercial court for it to rule on a possible judicial liquidation.
Voluntarily stop the early dissolution of the SAS
In theory, the shareholders of an SAS have set up their company for a predetermined period. This information is indicated in its statutes. But the Law allows them to put a premature end to this by deciding a early dissolution of the SAS. To do this, they must make a collective decision and record it in a document called minutes. The latter must also include the appointment of a liquidator and define the location of the liquidation operations as well as an address for correspondence.
The process ofregistration to the business tax service is no longer necessary since January 1, 2021. Previously, the tax administration charged a fixed fee of 375 euros (or 500 euros if the capital exceeds 225 euros). In the case of an optional recording, it performs the service free of charge.
In addition, the liquidator must publish an announcement in a specialized newspaper to warn third parties of the event affecting the SAS. A legal announcement of dissolution of SAS must be published in a journal of legal notices within one month. It must contain specific information.
Finally, a amended registration request must be filed with the registry of the commercial court to which the SAS belongs. The partners must then compile a file, complete a form and provide various supporting documents.
Complete SAS Assets and Liabilities
Once the partners have decided to dissolve their SAS, the responsibilities of the directors end immediately. THE amicable liquidator then assumes the missions for which they were responsible. He will represent the SAS throughout the liquidation process (which cannot exceed 3 years).
However, he has other duties. The liquidator must:
- Set up a inventory the company's assets (including assets and liabilities);
- Sell fixed assets and inventories that are still present,
- Refund debts that need to be.
The liquidator has obligations vis-à-vis the shareholders of the SAS. As soon as he is appointed, he must convene them. If the dissolution continues over several years, he must also bring them together at least once a year.
Complete the liquidation of the SAS irrevocably
Once the execution of the work is completed, the liquidator draws up balance sheets. These latter, final, determine the result of liquidation operations, which can be either a profit or a loss. In the end, this liquidation balance concludes with a profit or a deficit.
The liquidator must again convene the shareholders to make a number of decisions:
- Approval of the final liquidation accounts,
- Recognition of the result of the liquidation,
- Exoneration of the liquidator from his management,
- Release of the liquidator from his mandate,
- Completion of the liquidation of the company.
All these decisions are also recorded in minutes. Registration of this document is only mandatory if it contains a statement of liquidation benefit. Thereafter, it is necessary to proceed to the sharing of SAS equity. Specific rules and a Imposition particular apply. For simplicity, the Act equates the surplus received by shareholders to a dividend distribution and taxes it in the same way.
Once again, the SAS must publish an announcement whose purpose is to inform third parties that it will disappear. It's about a legal announcement of closure of SAS liquidation. The publicity must be made in the same newspaper as that having announced the decision of dissolution. It takes up the majority of the decisions taken by the shareholders and mentions in particular the registry which will erase the SAS.
Request the removal of the SASU from the RCS
This is the last step in the procedure for removal from an SAS. The competent body must submit the request at the registry of the commercial court so that the company is withdrawn legal registers and, in this specific case, the trade and companies register.
In order to do so, a specific file must be sent. The submission can be made by mail, directly at the counter or online on the internet. Here is the content of this request:
- A cancellation request form (M4),
- A certified true copy of the liquidation closing report,
- A copy of the certificate of publication issued by the newspaper of legal announcements,
- A copy of the final certified liquidation accounts,
- And a regulation for the accomplishment of the formalities.
The registry of the commercial court receiving the file will process it. If he deems it complete, he will modify the information contained in the RCS and proceed with the suppression of the society of this register. The SAS will then be definitively dissolved and will not more legal status.
- What is the cost of closing an SAS ?
- How to distribute the liquidation bonus between the partners ?
- What is the content of SAS's legal closure announcement ?
The cancellation of an SAS is a fairly complex process. It consists of various crucial steps. The company must be dissolved and a liquidator appointed. The latter will sell the assets, buy the liabilities and draw up the liquidation accounts. The members will have to approve these documents and decide to carry out the liquidation definitively.
