How to dissolve a SASU?
The sole shareholder of a SASU may, in certain circumstances, decide on the cessation voluntary advance payment of his company. Also nicknamed friendly breakup, this procedure has important consequences for the legal person because it leads to its disappearance. This is why it requires compliance with a particular procedure. here are the steps to follow to dissolve a SASU :
- The sole partner makes a unilateral decision,
- The SASU publishes a legal announcement in a newspaper,
- A special file is sent to the registry of the commercial court.
Make the decision to dissolve the SASU by the sole partner
It is incumbent on thesole partner to determine whether to dissolve the SASU. To do this, it must adopt a unilateral decision, which he must record in a special register. It should be noted that the dissolution amicably can only take place if the SASU is able to repay its debts. Other reasons for dissolution are also possible.
Since January 1, 2021, the minutes of decision of the sole shareholder no longer requireregistration to tax revenue. In case of voluntary registration, the formality is free. This document contains two essential points. You can find it for free here: model of PV of dissolution of SASU.
Early dissolution of the company
The act containing the decision of early dissolution must include many mandatory information. It includes paragraphs called "decisions" (instead of "resolutions" of multi-person companies). First, it must transcribe the will of end society :
Decision number [number] – Early dissolution of the company and amicable liquidation
The sole partner [*] decides on the early dissolution of the company as of [Effective date of dissolution] and its amicable liquidation. During this liquidation period, the company name will be followed by the words “Company in liquidation”. In addition, the registered office of the company will be established at [Address of headquarters].
[*] If the sole partner does not hold a mandate as chairman, the following clarification should be added: after hearing the reading of the president's report. In this case, the chairman must draw up a report prior to convening the sole shareholder and send it to him.
Appointment of a liquidator
Then, the sole partner must appoint a liquidator. It can be the person of his choice: the president, himself or an outside person to the society. He must also mention this information in the report:
Decision number [number] – Appointment of the liquidator
[Designation of the sole shareholder], sole shareholder decides to act as liquidator for the duration of the liquidation. At the end of the liquidation, he will record the closure thereof.
Ou
[Designation of the sole shareholder], sole shareholder decides to appoint as liquidator, [Designation of the chairman], chairman of the company, whose term of office as chairman ends as of today. 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 decision by the sole shareholder.
Ou
[Designation of the sole shareholder], sole shareholder decides to appoint as liquidator [Designation of third party], moreover [Third Party Address]. 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 decision by the sole shareholder.
The liquidator's mission cannot exceed 3 years.
Finally, the sole shareholder can delegate all powers to the person of his choice in order to carry out the legal formalities required for the dissolution.
To poster thenotice of dissolution of the SASU, it is appropriate to publish a declaration in a newspaper authorized to publish it. It is indeed a weekly of legal announcements which covers the department of the head office of the SASU. Ad must be published at the latest within one month of the appointment of the liquidator and must contain information the following: the name of the company, the address of the head office, the amount of capital, the legal form and the mention "in liquidation", the SIREN number and the RCS of attachment, the reason for the liquidation (early voluntary dissolution ), the name and address of the liquidator, and the court office.
Procedure for winding up a company
La implementation of dissolution of a business ends with the setting up and filing of a file with the business formalities center (CFE) or the commercial court. It can also be sent in dematerialized form, i.e. on Internet (infogreffe.fr).
The file must contain the following documents:
- An original of the minutes of the decision taken by the sole shareholder,
- A copy of the legal announcement of dissolution published in a JAL,
- A declaration of non-conviction and parentage of the liquidator,
- A copy of the liquidator's proof of identity,
- A signed and completed M2 form,
- And a check for the formalities (or an online payment).
Once dissolved, the SASU enters a phase of liquidation called "amicable". During this period, the SASU must cease its activity. The liquidator must call the sole shareholder within 6 months of his appointment (and then at least once a year), sell stocks and assets, collect receivables and repay debts. Once the work is done, it will calculate a liquidation result. If there is a surplus, the liquidator must distribute the equity.
When the sole partner is a legal entity (and not a natural person), the dissolution does not cause liquidation but a universal transfer of assets (TUP). This has many consequences, in particular for the parent company, which must personally assume the debts of its subsidiary. Creditors have the right to object.
- What is the procedure for liquidating a SASU? ?
- What is the influence of a dissolution on a SASU ?
- What is the cost of closing a SASU ?
- What are the documents to provide to register the deregistration of a SASU ?
The voluntary early dissolution of a SASU requires the completion of a specific procedure: making a decision by the sole shareholder, recording the minutes of the decision, publishing a legal notice and sending a file to an organization. A more advanced approach should be followed to dissolve an SAS.
What is the procedure for dissolving a SASU?
Réponse:
The procedure for dissolving a SASU requires the adoption of a unanimous decision by the partners at an extraordinary general meeting. This decision must imperatively be registered in the register of shareholders' decisions and be published in the Official Journal of Associations and Companies (JOAS).
Who can request the dissolution of a SASU?
Réponse:
The dissolution of a SASU can be requested by all the partners. It may also be requested by one or more partners representing at least half of the voting rights of the general meeting, or by the President of the commercial court.
What is the procedure for liquidating a SASU?
Réponse:
Once the dissolution decision has been pronounced, the SASU must liquidate its assets to settle its debts and obligations, and distribute the balance to the partners. The liquidation procedure is governed by the Commercial Code and must be carried out by a dissolution commissioner appointed by the general meeting.
