A simplified joint-stock company (SASU) can find itself without activity, forever (the activity having never started) or because of particular events (loss of an important contract). The sole partner can then ask himself what to do with a SASU without activity. In practice, three options are available to him: closing, put to sleep or disposal. Each solution has advantages and disadvantages, detailed here.
Closing an inactive SASU
The most drastic way is to close the SASU without activity. Without turnover, the company can indeed cost more than what it brings in. This solution aims to fix this problem. For resolve a SASU amicably, you must ensure, beforehand, that the company is able to repay all its debts, with the exception of the share capital. The Law then allows the sole shareholder to carry out the liquidation.
You must then pronounce the early dissolution of the society. You name at the same time a friendly liquidator (yourself, the president if not, or a third party). From this moment, it is necessary to sell the assets (fixed assets and inventories), collect the trade receivables and repay the liabilities (debts). Once these operations have been completed, establish liquidation accounts and pronounce the final closing of the liquidation.
Close a SASU can cost hundreds of dollars. However, this option is definitive because, in the end, the company ceases to exist and is erased from the legal registers. The procedure is characterized by the fulfillment of several steps, divided into two main stages: first during dissolution, then during liquidation. Legal announcements, forms to be completed (M2 and M4) and filing of files with the registry of the commercial court are to be expected.
Sleeping a SASU without activity
La temporary suspension of a SASU constitutes a option in relation to the closure of the business. However, it cannot exceed a period of 2 years. Leaders must therefore think about the future of their company before this deadline expires. In addition, the SASU must not be in insolvency situation.
By putting his SASU on hold, the sole shareholder gives himself a period of reflection. During this time, the company remains inactive. Despite this, it must respect certain obligations accountants and submit annual accounts. When the two-year period ends, three choices are available to him: the resumption of activity, the definitive closure or the transfer of securities.
The mothballing is a decision of the president of the SASU. If the latter is not the only partner, it is recommended to have it validated by the board of directors. The process is simplified and only requires the completion and filing of an M2 form with the registry of the commercial court. Once the 2 years have passed, you have to get out of this state.
Transmit a SASU without activity
A SASU without activity may seem unattractive for resale. However, she can attract certains investors, in particular if the cessation of activity is due to a decision of the sole shareholder. Taking over a business gives them the opportunity to get around the steps related to creation of a company and possibly benefit from an "address book". They can thus recover the existing clientele or start the activity with their own contacts.
La disposal of a SASU can be done in two different ways. It may be limited to transmitting the customer base and what goes with it (we call that the goodwill) or to sell the actions of the society. In the first case, the fate of the SASU is not settled since it remains. The sole shareholder must, after having sold the fund, liquidate it or put it on hold. In the second situation, the purchaser becomes the owner of the shares and the sole decision-maker. Taxation is of great importance in this type of decision, even decisive.
Summary of advantages and disadvantages according to each option
We offer you a analysis of benefits and cons possible solutions: liquidation, Selling ou standby :
| Option | Benefits | Constraints |
|---|---|---|
| Dissolution and liquidation | – Amicable procedure possible – Indicated in the presence of anticipated losses |
– Sometimes complex costs and formalities – Irreversible procedure (definitive end) |
| Transfer of shares or fund | – Valuation of the company (income) – Continuity of the corporate purpose |
– Significant taxation – May be impossible to achieve |
| put to sleep | – Very easy to implement – Recovery and activity possible |
– Vegetative state limited to two years – Compliance with certain obligations |
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