La closing a business ends with a partage. The distribution of remaining assets and funds after the repayment of social debts is called the partition of a liquid company. In the majority of cases, it is the equity which is the subject of this distribution. It is also possible that there are still assets brought in when the business was created. Here's everything you need to know about the partition operations of a liquidated company.
Le division of a company in liquidation can only take place when the final closing of the liquidation is effective. Associate members must give their consent to the liquidation accounts, accept the result of the liquidation, release the liquidator from his mandate and discharge him.
That said, for companies whose partners are only responsible for the amount of their contributions (SAS, SARL, SA, SCA, SCS, etc.), the sharing can only relate to the assets remaining after the total repayment of debts. There should be no goods left (fixed assets, stocks) with the exception of those which are contributions in kind, nor debts… If social debts still remain after the sale of the assets, then the company must file for bankruptcy. Legal proceedings then follow.
The majority of rules which apply to the redistribution of the assets of a company in liquidation are the same as those which apply in the event of succession. In this case, the division of the company's assets is done, in principle, amicably. However, it can be legal if the partners do not agree.
The sharing of a liquidated company results in a division between the partners of the remaining assets. Most of the time it concerns the checkout. Before proceeding with the distribution, certain points must be checked:
If buildings are to be shared, the deed must be drawn up in the form of an authentic deed. This involves using the services of a notary.
Once all assets have been disposed of and all liabilities settled, it remains to share a amount of money between the partners. Three cases are then possible:
If assets were contributed when the company was created, the partner who contributed them can recover them, if he wishes. If the value of the property exceeds the amount of his rights, he must then compensate the other partners.
This step only applies to case 1 Cited above. When the mass to be shared is greater than the share capital, the partners receive, in addition to the reimbursement of their contributions, a surplus. THE liquidation bonus is distributed among the partners according to the provisions of the articles of association.
In the absence of any contrary provision, the sharing of the bonus is done in proportion to the rights of each shareholder in the capital. Partners may, unanimously, choose to distribute the bonus in different proportions. This operation entails special taxation.
The partition report must be recorded. This means that the liquidation report must be registered with the tax authorities when it reveals a capital gain on liquidation. The tax administration then collects a proportional duty of 2,50%Called right to share.
It may however happen that the right of sharing does not apply: it is then the transfer tax for valuable consideration who intervenes. Here is the detail regarding the division of the assets of a company subject to corporation tax:
| Allocation of a building or real estate rights contributed in kind to a person other than the initial contributor | Transfer taxes | Between 5 and 6% * |
| Allocation of a goodwill, a clientele, a right to the balance sheet contributed in kind to a person different from the initial contributor | Transfer taxes | 3% on the value between 23 and 000 € + 200% beyond |
It should be remembered that the takeover of contributions in kind does not entail any special taxation, with the exception of the takeover of a building. In this case, the land registration tax is due (0,71498%).
Finally, the liquidation of a single-member company (SASU/EURL) does not generate sharing because all the funds go to the sole shareholder. They therefore enter into its assets without the 2,50% duty applying.
Answer: A declaration of partition must be completed and signed by the partners or liquidators of the company.
Answer: Partners and liquidators can effect the division of the assets and liabilities of a liquidated company.
Answer: Once the partition has been made, each partner or liquidator has the right to dispose of his shares in the company and to receive his share of the assets and liabilities of the company.
