The shareholders by Limited Liability Company are bound for a limited time. Thus, as the term approaches, they can choose to to cease their activities ; however not only at this moment. Indeed, they can also put an end to their business in a way consensual during the social period, under certain conditions. Foundation-company-ricard provides you with an article on the termination of an LLC. He understands his raisons, preconditions in which it is possible, as well as the steps to be continued to do it.
Explanations on the termination of SARL
An LLC may no longer exist for different justifications. Some are independent full will of the partners while others are the direct result.
Here are some external reasons for the extinction of an LLC:
- End of the social purpose,
- Dissolution and liquidation decided by the courts,
- Effect of a stipulation contained in the articles of association,
- Application of criminal punishment.
Partners, on the other hand, can choose to futures society on two specific occasions: if they refuse to extend the term of the SARL (at theexpiration) or when they vote for early voluntary dissolution of the entity.
The cessation of activity is not, in itself, a sufficient reason to make the company disappear on the spot. It can lead to a suspension in order to avoid the scheduled shutdown of the SARL. However, this situation cannot last more than 2 years.
Requirements to shut down an LLC out of court
The friendly end of an LLC, that is to say the deliberate termination by its associates, can only take place with certain stocks. Indeed, the law regulates this operation, mainly to defend the interests of third parties, creditors of the company.
Before its disappearance, the SARL must have repaid all its debts, whatever their type (suppliers, tax, social, etc.). In legal terms, we say that she must not be in a state of cessation of payments. Its assets must be large enough to be able to indemnify all its creditors.
Otherwise, the partners cannot decide on an amicable liquidation. They must necessarily request the opening of collective proceedings (judicial redress, for example). Then, if the difficulties are insurmountable, the judges declare the judicial liquidation of the SARL.
Procedure to follow to stop a SARL amicably
The process consists of two key phases : first the dissolution, Then liquidation.
1st step for closing a SARL: early dissolution
To end their business before the date originally planned, the , SARL have no choice but to reunite a Assembly and to take the decision of early dissolution. It must be carried out under the same conditions as for amendments to the articles of association, in extraordinary general meeting.
Partners must also appoint an amicable liquidator. This representative will replace the manager(s) in place. Its mandate will be to sell assets, collect receivables and repay debts. He will make regular reports on his work to the partners.
Finally, the liquidator must make a legal announcement and complete a form (M2) before submit a file at the registry of the commercial court.
Second stage of the closing of an LLC: the end of the liquidation
A dissolved SARL immediately enters the liquidation phase. Throughout this period, the liquidator will fulfill his mission of realizing the assets and settling the liabilities.
Once its work is completed, it will draw up the final accounts and call the partners to inform them of the various resolutions. They will have to discharge him, approve the liquidation accounts and release him from his mandate. For this, they will meet in general Ordinary assembly.
To finalize the procedure and serve thefinal cessation of the SARL, the liquidator must file a delisting request of the RCS (trade and companies register). He must complete an M4 form and create a new file.
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