The early end of a SARL leads to the setting amicable liquidation. Hereafter the procedure to follow for liquidate an LLC: sell assets and settle debts, let the partners note the closing of the liquidation, publish a legal notice et request the removal of the company from the RCS.
Completing the liquidation process of the SARL
Le liquidator, appointed for a period of up to 3 years when the LLC resolution, must perform a number of tasks during the period of liquidation of the company:
- Notifier the partners within 6 months of his appointment and at least once a year thereafter;
- Sell the components ofworkers (transfer inventory and fixed assets);
- Retrieve the claims customers (carry out their reception);
- Cover the liability (pay the SARL's creditors).
The partners of the company control its activity in general assembly. He must notify them at least once a year and within six months of the end of the financial year. When the liquidation operations end (i.e. no debt remains), the liquidator must prepare closing accounts (liquidation balance sheet) and convene the partners. The liquidation phase can last a maximum of 3 years.
When a liquidator is appointed, the manager is relieved of his duties (only the liquidator can act on behalf of the company).
Convene a general meeting to close the liquidation of the SARL
Members must, for this Ordinary AG make different decisions.
The majority conditions are as follows (unless a greater majority is provided for by the articles of association):
- Quorum : none
- Majority :
- On first call: one or more members representing more than half of the shares making up the share capital;
- On second call: majority of votes cast regardless of the number of members who took part in the vote (unless otherwise agreed).
Un liquidation report is written on this occasion. Here are the mentions it may contain.
Approval of the final closing accounts
resolution number [Number] – Approval of the final closing accounts
The general meeting accepts, after having heard the reading of the report of the liquidator, all the operations of liquidation as well as the final account of liquidation which shows a balance [Negative or Positive] de [Amount] euros.
Division of liquidation balance
Members can receive a total or partial reimbursement of their contribution to the share capital (shares). When equity remains after the capital has been repaid, the remainder, called “liquidation bonus”, is divided between the members according to their participation in the share capital. In this specific case, the minutes of the general meeting must be recorded with taxes.
resolution number [Number] – Recognition and division of the liquidation balance
The general meeting decides to share the positive liquidation balance amounting to [Liquidation result] euros by allocating a net sum of [Amount allocated per share] euros for each share. Furthermore, it gives all powers to the liquidator to carry out this division between the members.
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Since the liquidation balance shows a negative balance of
[Liquidation result] euros, the general meeting decides that no reimbursement of shares is made. No allocation will therefore be made.
For tax purposes, the liquidation surplus is subject to taxation generally identical to that provided for income from movable capital.
Acknowledgment of the closing of the liquidation
resolution number [Number] – Acknowledgment of the closing of the liquidation
The general meeting decides to pronounce the final closure of the liquidation. It discharges the liquidator from his management and discharges him from his mandate. This decision entails the definitive disappearance of the legal personality as of this day.
Notice of closure of liquidation of the SARL published in a newspaper
Once the final liquidation accounts have been approved and the end of the liquidator's mandate has been noted, it is necessary to notify third parties of the dissolution of the company that the SARL represents.
A official announcement of liquidation of SARL must be announced in the newspaper having received the publicity of the appointment of the liquidator; this is called a Notice of Closing of Liquidation.
This notice must contain a number of mandatory information; in particular the approval of the liquidation accounts, the striking off of the liquidator's mandate and the termination of the liquidation operations.
Submit and send a file to the business formalities center
Le package addressed to business formalities center (or deposited online on the infogreffe.fr website) must contain a large number of documents. Here they are :
- Photocopy of the report approving the liquidation balance sheets and declaring the end of the liquidation operations, certified true by the liquidator (with the original mention of the registration with the tax authorities in the event of a liquidation bonus);
- Copy of the final liquidation accounts certified true by the liquidator;
- Photocopy of the certificate of publication in a journal of legal announcements;
- Form M4 duly completed;
- Check for payment of formalities.
At the end of the liquidation process, the court clerk carries out the delisting of the LLC of the trade and companies register. It then ceases to exist and disappears definitively.
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READ ALSO ABOUT THE CLOSING OF A SARL:
- Stopping a SARL: causes, conditions and steps
- How much does it cost to close an LLC ?
- What does the mission of the amicable liquidator of a SARL consist of? ?
The amicable liquidation causes the disappearance of the legal personality of the SARL. A slightly more simplified process applies when the partnership has a single partner (EURL).
