The shareholders of a SARL can take the decision to put an end to its activity by a dissolution voluntary early termination (i.e. amicable dissolution). They must then follow a procedure specifies certain rules of which are common to all commercial companies. here are the Steps to follow to dissolve an LLC:
- Organize an extraordinary general meeting of shareholders
- Publish a notice of dissolution in a newspaper
- Submit a file to the CFE or the court registry
Convene an extraordinary meeting to resolve on the dissolution of an LLC
At this point, it is necessary to mention that the friendly dissolution of an LLC is possible only if the company has funds to repay its debts. Otherwise, it must file a case with the commercial court so that it rules on a judicial liquidation.
Decision to dissolve the LLC
La dissolution decision must be taken by partners of the LLC during a extraordinary general meeting called by the manager. Here is an example of a resolution to include in the minutes:
resolution number [Number] – Early dissolution and amicable liquidation
The general meeting approves, after having heard it, the report of the management and pronounces the early termination of the company as well as its amicable liquidation from this day.
The Company will continue for the purposes of the liquidation until the end of the latter. During this period, the corporate name will be followed by the words “Company in liquidation”. In addition, the company's headquarters will be located at [Address of headquarters].
The conditions majority are linked to the date of creation of the LLC :
- SARL created before August 4, 2005 (unless the partners have decided to submit to the same voting conditions as companies created from August 4, 2005 – decision taken unanimously)
- Quorum : none ;
- Majority : one or more associates representing at least three quarters of the shares.
- SARL created after August 4, 2005 (higher quorum or majority conditions may be provided for by the statutes, without however representing unanimity)
- Quorum : the shareholders present or represented must own at least a quarter of the shares on the first call and a fifth on the second call;
- Majority : one or more shareholders representing at least two-thirds of the shares held by the shareholders present or represented.
THErecording of the minutes of the extraordinary general meeting ruling on the early dissolution of the SARL is no longer mandatory since January 1, 2021. The Finance Law has, in fact, abolished this obligation. It is therefore now an optional formality, left to the voluntary assessment of the companies.
Decision to appoint the liquidator of the SARL
The general meeting deciding on the dissolution will also proceed with the appointment of the liquidator. It could be :
- Du manager himself,
- Of a associate,
- Or a Tiers.
The required majority differs from that in force for the early dissolution of the company. Here, the resolution appointing the liquidator is adopted at the majority in capital of the partners.
Here is an example of a resolution appointing the liquidator to be included in the minutes of dissolution:
resolution number [number] – Appointment of the liquidator
The general meeting appoints as liquidator and for the entire duration of the liquidation [Designation of liquidator], moreover [Address]. It also puts an end to the functions of the manager as of this day. At the end of the liquidation, the approval of the liquidation accounts, the discharge to the liquidator and the acknowledgment of the closure of the liquidation will be the subject of a collective decision of the partners.
La mission of the liquidator, for a maximum period of 3 years, will consist of:
- Convene the partners according to a certain periodicity,
- Inventory assets and liabilities,
- Collect debts,
- Sell assets (fixed assets and inventory),
- Repay liabilities (debts).
Publish a notice of dissolution of the Limited Liability Company in a newspaper of legal notices
When the partners make the decision to end their SARL, they must inform third parties. As such, they must compose and publish, within the month following the appointment of the liquidator, a legal announcement of dissolution of SARL in a JAL covering the department where the head office is located.
The press release must include a certain amount of mandatory information; including the designation of the liquidator, the reason for the liquidation and the address of the liquidation headquarters.
Application for amending registration in the trade and companies register
Finally, the SARL must send a file to the central business formalities or to the registry of the commercial court. It must include the following documents:
- Copy ofcertificate of general meeting by the liquidator;
- Replica of thecertificate of publication in a journal of legal notices;
- Sworn statement of non-conviction as well as kinship the liquidator;
- Photocopy of ID card valid document of the liquidator (or copy of the valid passport or extract of birth certificate);
- Contact Form M2 fully completed, dated and signed;
- Check intended for payment of formalities.
Dissolution formalities can also be carried out online on the web. They lead to the implementation amicable liquidation of the SARL.
- THEshutdown of an LLC in detail
- Le cost to close an LLC
- La delisting procedure for an LLC
- The necessary mentions of the dissolution report
Voluntary early dissolution of a SARL involves a fairly significant formalism, more restrictive than in the event of dissolution of an EURL. This decision has many effects.
