Apart from its limited duration, it is also possible to interrupt the activity by SAS due to various circumstances. In this file, we are going to answer the question: what are the events that can cause the termination of an SAS ? We will also see what are the conditions to be met and the formalities to be completed for stop an SAS amicably.
Like all her sisters, the SAS has a limited lifespan. It is the articles of incorporation that determine it. The partners may, however, without waiting for the term initially planned, end the activity and stop the company. Under certain conditions, they have the possibility of having recourse to an amicable procedure. In addition, other causes may be at the origin of theinterruption of an SAS. Here is a file answering the questions:
Apart from its limited duration, it is also possible to stop the activity by SAS due to various circumstances. In this file, we are going to answer the question: what are the events that can cause the suspension of an SAS ? We will also see what are the conditions to be met and the formalities to be completed for stop an SAS amicably.
Many causes are the origin of the cessation of a simplified joint-stock company. The majority of them are common to all commercial enterprises.
First, statutes contain clauses providing for the dissolution of the SAS in the context of the arrival of one or more events predetermined. Then if thesocial object Company runs out Where is hit, then society comes to an end.
The courts can cancel the partnership agreement and therefore schedule the shutdown of the company. THE associates also have the power to do so, under certain conditions:
Finally, the commercial court, at the request of certain actors, can open a procedure of judicial liquidation against society. It entails its automatic dissolution.
Note that ceasing the activity does not necessarily mean closing the company. It is possible to put an SAS to sleep in order to give the partners time to decide on its fate (2 years maximum).
A peaceful cessation by SAS, i.e. its premature dissolution and its amicable liquidation, can only take place if certain conditions are met. This legal framework aims to prevent abusive or repeated closings, in particular by violating the rights of creditors.
An amicable procedure can only take place if the SAS presents a satisfactory financial condition. The company meets this statement when it has sufficient assets to pay his debts. In other words, it must not harm the interests of its creditors.
A SAS in cessation of payment has no other option than to seize the commercial court to set up legal proceedings. It will be, for example, a judicial reorganization. If the judges find that the situation is irreversible, they will order the judicial liquidation of the SAS.
To conclude an amicable SAS, dissolve et liquidate society is needed.
Partners must dissolve the SAS before the due date. It is forbidden to delegate this decision and a collective decision is obligatory. The same majority and quorum conditions used for amendments to the articles of association apply.
During the meeting, the partners must dissolve the company and appoint an amicable liquidator. This will carry out the following activities: transfer of fixed assets, sale of inventory, collection of customer receivables and payment of supplier debts.
The friendly liquidator is also responsible for legal procedures necessary for dissolution. A legal announcement of dissolution, an M2 form and a request for amending registration at the registry of the commercial court must be made.
The dissolution leads to the liquidation of the SAS. During this period, the liquidator performs tasks and draws up final liquidation accounts. It calculates a result and proceeds to the division of equity.
Once his mission has been completed, the liquidator consults the partners and asks them toapprove liquidation accounts. They must also discharge him and release him from his mandate.
The end of the procedure is done by radiation of the company from the trade and companies register (RCS). The liquidator must then:
Other articles on the SAS shutdown:
