The only partner of a SASU can choose to dissolve his company, but he must follow certain rules and procedures. here is method to follow for close a SASU :
- Carry out liquidation operations,
- Determining the closing of the liquidation,
- Publish a notice in a newspaper of legal notices,
- Request to be struck off the trade and companies register.
Perform SASU settlement operations
The sole shareholder has, as soon as he has carried out the dissolution of his SASU, designated a liquidator. He can take care of these functions personally or entrust them to the person of his choice (the president relieved of his social position for example or a third person). The period of the liquidator's mission cannot exceed 3 years.
Le liquidator will perform tasks more or less extensive depending on the size of the company. He goes :
- Convene the sole shareholder within 6 months of his appointment then, at least once a year,
- Sell the goods, that is to say the fixed assets and the inventories of the company,
- Recover all debts pending settlement,
- Reimburse liabilities (pay all debts of the SASU),
Only at the end of this procedure can he set up liquidation accounts and ask the sole shareholder for the cessation of the liquidation of the SASU.
Complete the amicable liquidation of the SASU
Once the liquidation period has been completed and all receivables have been collected and debts settled, the liquidator must write a report et inform the sole shareholder so that it decides on the closing of the liquidation. The latter makes three essential decisions. It approves the liquidation accounts, records the liquidation balance and closes the procedure.
Validation of liquidation accounts
The sole shareholder must validate the actions carried out by the liquidator. He must also give discharge to release him from his obligations. Here is a clause to insert in the liquidation report :
- When the liquidator is not the sole shareholder
Decision number [Number] – Validation of liquidation and discharge accounts
[Designation of the sole shareholder], sole partner validates the activities of the liquidator as well as the final liquidation account indicating a balance [Negative or Positive] de [Amount] euros. In addition, the sole shareholder discharges his management to the liquidator. He thus relieves him of his mandate.
- When the liquidator is the sole shareholder
[Designation of the sole shareholder], sole shareholder declares having drawn up the final liquidation account. This shows a balance [Negative or Positive] de [Amount] euros.
Determination of liquidation balance
Then, the sole shareholder must distribute, where applicable, the liquidation balance. If it is a Cute, the meeting minutes must be recorded with taxes. The partner must also allocate equity. In the case of the SASU, the amount goes to the sole shareholder. The latter first receives the reimbursement of his contribution to the capital; the surplus being fiscally assimilated to a distribution.
The sole shareholder decides to distribute the positive liquidation balance. This one, amounting to [Liquidation Balance Amount] euros, is allocated to him.
In case of presence of a small, the sole shareholder benefits from a partial reimbursement (or even no reimbursement) of his initial contribution to the share capital.
Since the liquidation balance is negative by [Liquidation Balance Amount] euros, the sole shareholder decides that no redemption of the shares is made.
Closing of liquidation operations
Finally, the partner must put an end to the liquidation operations. This means the end of the existence of the SASU in liquidation.
The sole shareholder notes the definitive end of the liquidation of the company and its definitive dissolution as of this day.
Once the sole shareholder's decision report has been drafted, special advertising should be broadcast.
Publish a legal notice of closure of the liquidation of the SASU
The loss of the legal personality of a SASU (and therefore its extinction) must be reported to all those who are interested. This is why the law requires publish in a newspaper of legal announcements communicated mentioning the end of the liquidation works. The newspaper must necessarily be the same as the one that published the dissolution decision.
THElegal announcement of liquidation of a SASU must contain very specific information:
- Identification of the company (company name, legal form with the term "in liquidation", share capital, SIREN and RCS number),
- Validity of the liquidation accounts, discharge to the liquidator and closure of the liquidation work,
- Indication of the registry that will proceed with the cancellation of the SASU.
Ask for it suppression of the SASU of the trade and companies register (RCS)
The sole shareholder must, at the end of the procedure, request the radiation of his company RCS. This can be done by mail or directly online, on the infogreffe.fr website. The document to be provided includes:
- An M4 deregistration form duly completed and signed,
- A copy of the sole shareholder's decision minutes noting the closing of the liquidation,
- A copy of the certificate of publication in a newspaper of legal announcements,
- A copy of the final liquidation accounts certified true by the liquidator,
- And payment (check or credit card).
- The causes of dissolution of a SASU
- The stages of the amicable liquidation of a SASU
- The cost of closing a SASU
The liquidation of a SASU entails its suppression of the trade and companies register as well as the loss of its legal personality. Liquidate a company which has several partners (SAS) turns out to be slightly more complex even if the procedure generates identical consequences.
