When the sole shareholder, as a natural person, plans to delete his SASU of the Trade and Companies Register (RCS), it must accomplish some procedures. However, he must first check that he meets all the conditions to do so. Here are the steps to follow to proceed to the unsubscribe from a SASU :
- Assess the financial health of the SASU
- Deciding on the early voluntary dissolution of the SASU
- Perform all liquidation transactions
- Pronounce the closing of the liquidation
- Request removal from the companies register
When the natural person would like solve his SASU of the companies register, it should comply with certain formalities. It is essential to verify that the conditions are met before proceeding with the radiation of the SASU. here are the steps to follow to achieve the cancellation of a SASU:
- Analyze the financial health of the SASU
- Deciding on the voluntary early dissolution of the SASU
- Execute all liquidation transactions
- Pronounce the closing of the liquidation
- Request deletion from the company register
Check that the SASU avoids a state of cessation of payments
To achieve a radiation without incident, the sole shareholder of the SASU must first make sure that his company is not to in a state of bankruptcy.
In other words, he must check that his SASU satisfies the criteria for a harmonious dissolution and that it will succeed:
- To repay its current liabilities (i.e. the total of its debts, excluding contributions to its capital),
- By selling its available assets (stocks and assets) and collecting the corresponding amounts (receivables).
In this case, the sole shareholder may opt for the amicable liquidation of its SASU. This process is, in fact, much easier and less expensive than a judicial liquidation (procedure to be approached when the bankruptcy is observed).
However, when the sole partner is a legal entity (ie another company), the dissolution does not cause a liquidation but a universal transmission of assets (TUP).
Make the decision to dissolve the SASU
The lifespan of a SASU is indicated in the statutes of the company. However, the sole shareholder has the option of terminating it earlier. We then speak of voluntary early dissolution. To make this choice a reality, he must take a decision unique transcribed in a record which he records in a register of decisions. In addition, the sole shareholder must also appoint a liquidator and specify the seat of the liquidation operations.
To date, there is no more necessary to undergo a registration to the competent center of the business tax service. This obligation has been abolished since January 1, 2021. In the event that the partner decides to present voluntarily (and optionally) for registration, the formality is for free.
A special notice must be published in a journal of legal announcements (JAL). That legal announcement of dissolution of SASU, issued in the month following the decision to dissolve, must contain specific information (reason for liquidation, appointment of the liquidator, place of liquidation, etc.).
Finally, the sole shareholder must ask the registry of the commercial court to carry out theamending registration of the society. For this, the partner must compile a file and provide various supporting documents (decision report, legal announcement certificate, declaration of non-conviction by the liquidator and form M2).
Complete the tasks of dissolving the SASU
At the moment of dissolution, the authority exercised by the president ends. the liquidator is the person who will represent the SASU during the period between the date of dissolution and that of the closing of the liquidation operations.
Le amicable liquidator, whose mandate cannot exceed 3 years, will also be in charge of:
- De dressing an inventory of the company's assets and liabilities,
- De marketing inventory and remaining fixed assets,
- And debt settlement not yet settled.
During his mission, the liquidator must call the sole shareholder within 6 months of his appointment and then on a regular basis (at least once a year).
Complete SASU liquidation operations
At the end of his work, the liquidator must draw up final liquidation accounts. These accounts show a positive (we then speak of a bonus) or negative (mal) liquidation result. He then convenes the sole shareholder so that he:
- Validates the liquidation operations and establishes the liquidation balance,
- Gives the liquidator discharge from his management and discharges him from his mandate,
- Pronounces the end of the liquidation operations.
The sole shareholder's decision report must be recorded only if the liquidation results in a bonus. If it is a mali, the law does not impose it. Follows an operation equity sharing. When the sole shareholder receives a larger sum of money than his capital contribution, the excess is treated as a distribution of dividends. It is taxed the same way.
Therefore, it is necessary to publish a new legal announcement. This notice of end of SASU liquidation operations must be published in the same newspaper as the one that advertised the dissolution. It mentions the decisions taken by the sole shareholder: validation of the accounts, discharge of management, discharge of the mandate and closing of the liquidation, registry which will proceed to the cancellation of the SASU.
Request the removal of the SASU from the RCS
Finally, the sole shareholder (or the person to whom he has given power) must demand that the company be removed from public registers. In the case of commercial enterprises, it will be necessary to request the suppression of the trade and companies register (RCS).
The request must be sent by post, directly to the counter of the registry of the commercial court or online. The file must include:
- A completed and signed “M4” form,
- A copy of the liquidation closing report,
- A copy of the publication certificate of the legal announcement,
- A copy of the final accounts of dissolution,
- And payment by check or credit card.
The registry will then study the file. If complete, the clerk will issue an extract Kbis updated and mentioning the cancellation with the end of the liquidation operations.
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Read also about closing a SASU:
Deregistration of a SASU involves many steps. The sole shareholder must first proceed with the early voluntary dissolution of his company. He must then appoint a liquidator who will take care of the liquidation operations. Once completed, it will draw up final liquidation accounts. The sole shareholder will only have to approve them and proceed to the conclusion of the liquidation.
What is the deadline for deregistration of a SASU?
Reply :
A period of two months must be respected after notification of the striking off by the registry.
What documents must be provided to deregister a SASU?
Reply :
A copy of the dissolution decision, a dated and signed statement of creditors, a statement of assets and liabilities and the closing minutes of the general meeting must be provided.
What is the procedure for deregistering a SASU?
Reply :
It is first necessary to take a decision to dissolve the SASU by the general meeting, then notify this decision to the registry, provide the necessary documents and finally proceed to the removal of the SASU by the registry.
