Solve a simplified joint-stock company – SAS – is a decision that can only be taken by the partners, under certain conditions. In this case, we are talking about voluntary liquidation. here are the steps to respect and to carry out for close an SAS :
- Conduct liquidation operations,
- Organize a meeting between the partners to note the end of the liquidation,
- Publish an advertisement in a newspaper of legal announcements,
- Request the deletion of the SAS from the commercial register.
SAS Termination Procedures
Once the partners have started the dissolution of the SAS, they named a liquidator to complete the operation. This person has the sole power to act on behalf of the company, leaders being divested of their functions. There liquidator's mission is realize the asset (putting fixed assets and inventories up for sale, and collecting trade receivables) and discharge the liabilities (pay debts). In addition, the liquidator must convene the partners at least once a year and within 6 months following the end of the financial year. Once the liabilities have been cleared and the assets realised, a closing account is drawn up and the partners are summoned to obtain their discharge and thus pronounce the liquidation of the company.
Closing of the dissolution of the SAS
In general meetings, shareholders must make several decisions. We present them below.
Validation of liquidation accounts
Resolution no. [Number] – Confirmation of liquidation accounts
After hearing the liquidator's report, the general meeting approves all dissolution operations as well as the final liquidation account with a balance [Negative or Positive] de [Amount] euros.
Clearance balance
Resolution no. [Number] – Liquidation balance
The general meeting decides to distribute the positive liquidation balance amounting to [Liquidation Balance Amount] euros by allocating a net sum of [Amount awarded per share] euros for each share. It also gives all powers to the liquidator to carry out the distribution of the partners.
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Since the liquidation balance shows a negative balance of [Liquidation Balance Amount] euros, the general meeting decides that no redemption of shares will be made and no allocation will be made.
End of the dissolution of the company
Resolution no. [Number] – End of dissolution
The general meeting decides to pronounce the final closure of the dissolution. It relieves the liquidator of his mandate and discharges him from his management. This decision puts an end to the legal personality of the company as of this day.
The quorum and majority requirements must be complied with according to SAS statutes, as well as the terms of consultation.
After assessing the outcome of the liquidation, a equity sharing can take place. Shareholders are reimbursed for their contributions, partially or not at all. They may also receive an amount greater than their contribution to the share capital. This surplus, called liquidation bonus, is subject to specific taxation. If a liquidation bonus appears, the liquidation closing report must be registered with the corresponding tax department. You must then pay sharing rights. For tax purposes, the liquidation surplus is taxed in the same way as income from movable capital (dividends).
For more information : free model of minutes of dissolution (SAS/SASU)
Notice of the end of the liquidation in a newspaper
The interested third parties have to be informed the completion of the liquidation and the cessation of existence of the SAS. Under the law, a notice of closure of SAS liquidation must be published in a journal of legal announcements.
The same newspaper should be used as the one in which the decision appointing the liquidator was published. I'end of liquidation announcement must include a certain number of mandatory information which should not be forgotten.
Closure of the SAS and removal from the Trade and Companies Register (RCS)
To close a SAS and remove it from the Trade and Companies Register (RCS), you must complete a file and send it to the business formalities center. This can also be filed online on the infogreffe.fr website and must contain:
- A copy of the minutes approving the liquidation accounts and pronouncing the end of the liquidation operations, registered and certified true;
- A copy of the final liquidation accounts certified true by the liquidator;
- A copy of the certificate of publication in a newspaper of legal announcements;
- A duly completed M4 form;
- A check for payment of formalities.
- What are the grounds for dissolution of an SAS ?
- What are the consequences of the dissolution of an SAS ?
- What is the deadline for the mission of the amicable liquidator of an SAS ?
- What is the closing price of an SAS ?
The amicable liquidation leads to the removal from the Trade and Companies Register (RCS) of the simplified joint stock company (SAS). Simpler rules exist when the company has only one partner (SASU).
