When the shareholders of a company (or the sole partner) decide on the end, they must follow certain procedures. In this context, the company sometimes has to pay registration taxes. These sums are collected by the tax authorities (generally a fixed amount), which transfers them to the public treasury. Foundation-company-ricard provides you with all the necessary information on the registration taxes to be paid when closing a business.
Is the registration of documents relating to the dissolution of a company compulsory?
Until December 31, 2020, theregistration documents was compulsory for all dissolution of companieswhether it is a SNC, SA, SAS, SARL, SCA, EURL, SASU or even an anticipated voluntary dissolution, legal, end of term, extinction or achievement of the corporate purpose.
In addition, this formality applied even in the absence of a written instrument to be registered. Indeed, it applied, in the case of single-member companies (SASU or EURL), to the single associated natural person and, in the presence of a legal person (another company), to the rules of universal transfer of assets (TUP ).
Since the 1er January 2021, the acts establishing the dissolution of a company are not no longer subject to the registration formality. 5° of article 635 of the General Tax Code has indeed been amended accordingly. The liquidator can therefore choose to present the acts of dissolution on a voluntary and optional basis.
How soon must the dissolution document be presented at check-in?
Previously, dissolved companies were required to file the deed concerned at check-in within one month. Usually, this document was:
- Le minutes of the extraordinary meeting (in case of dissolution of an LLC or an SAS),
- Where the sole shareholder's decision report (regarding the dissolution of a SASU or an EURL).
If no act was to be submitted for registration, the company had to send a special declaration to the tax department of the companies on which it depended. This statement should also indicate the type and effective date of the dissolution. In this case, the deadline for filing was the same: 1 month. This provision applied in particular to the dissolution of joint ventures (SEP).
What is the pricing of registration fees for an act of dissolution?
Until December 31, 2019, the registration fees for acts of dissolution amounted to:
- 375 € for dissolved companies whose capital did not exceed €225;
- 500 € for companies with a capital greater than €225.
Payment can be made by check or transfer. As part of the transfer, the order must specify certain information to enable its processing and allocation.
As of January 1, 2020, the tax administration registers free of charge acts of dissolution of companies which do not involve the transfer of movable or immovable property between partners or other persons.
In addition, the fixed duty does not apply if higher duties are due.
What should I do with the act of dissolution registered by the tax authorities?
To perform the removal from the Trade and Companies Register (RCS), the registry of the commercial court requires various justificative documents and evidence. Since the formality of registration is now optional, it is no longer necessary to file an act including the recording origin statement.
Please note, however, that the final cancellation only takes place once the procedure has been completed; in other words, once the operations of liquidation of the company accomplished.
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