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The sole partner created his Simplified one-person joint-stock company (SASU) for a determined period. Theoretically, only some circumstances can force him to close it, but it can also take the decision of the end to its SASU under specific conditions. This file discusses the stop a SASU and answers the questions: Is it possible ? What are the required conditions ? What are the steps to follow ?
Is it possible to stop a SASU at any time?
A SASU (one-person simplified joint-stock company) is, like any other commercial enterprise, founded for a certain period. It's the only one associate who fixes it in the statutes. In law, a SASU exists as long as it retains its juridic people.
Several causes of dissolution, and therefore of disappearance of legal personality, are possible. It may be the expiration of the term, the completion or elimination of the corporate purpose, the non-recovery of financial losses, or even a decision by the sole shareholder, etc.
This last point deserves some explanation because it is the only circumstance where theshutdown of a SASU comes from the will de l 'sole shareholder.
What must be respected to stop a SASU?
La voluntary closure of a SASU is subject to requirements to protect the rights of creditors. This is to avoid abusive "bankruptcy filings" and to ensure that the company is not in a state of failure of payments. Cessation of payments is defined by law as being “the impossibility of meeting the liabilities due with its available assets”. To stop a SASU, it is therefore necessary to check that:
- The company can repay its debts (its “liabilities”),
- It can do this with its cash and the money recovered from the disposal of inventory and fixed assets (its “assets”).
If not, only legal proceedings can terminate the company. It will only succeed if the financial situation of the SASU is irremediable.
How to close a SASU?
It is mandatory to shut down a SASU in two stages. First of all, the voluntary dissolution of the company then the liquidation.
Closing of a SASU, step 1: dissolution
It is the sole shareholder who must take a written decision to dissolve the SASU. It is advisable to establish a decision report of the sole shareholder. It is also necessary to name a amicable liquidator responsible for carrying out the liquidation operations. The sole shareholder, the president of the company or a third party may be appointed to this position.
The liquidator then has a period of one month to publish a legal notice of dissolution. The objective is to warn third parties of the existence of this event and the imminence of the disappearance of the SASU.
A amended registration request must then be filed with the registry of the commercial court. This file, including an M2 form and supporting documents provided by the company, is to be completed by the liquidator.
From this moment, the SASU must mention "company in liquidation" on all of his letters and invoices.
Closing of a SASU, step 2: liquidation
Once the dissolution has been pronounced, the period of liquidation can start. The liquidator must then convene the sole shareholder within 6 months. He must then sell fixed assets and inventories, collect receivables to clear the debts of the SASU and establish liquidation accounts.
These financial statements, after approval by the sole shareholder, will show a liquidation bonus or a malice. This decision is recorded in a record.
A legal announcement of closure of the liquidation operations must then be broadcast. This notice informs third parties that the procedure for closing the SASU is almost complete.
A radiation of the trade and companies register (RCS) must finally be filed. It includes an M4 form and the latest supporting documents: copy of the report, certificate of publication of the legal announcement and copy of the liquidation accounts.
- The costs to be expected to stop a SASU
- Dissolution and free liquidation of a SASU
- The procedure to follow to close an online SASU
- The supporting documents necessary to dissolve and liquidate your company
1. When should I stop my SASU?
You can stop your SASU at any time, but you must notify the Center de Formalités des Entreprises (CFE) of your decision at least two months before the scheduled date of cessation.
2. What are the formalities to be carried out to stop a SASU?
You must declare the termination of your SASU to the CFE by completing the M0 form and sending it by registered letter with acknowledgment of receipt. You should also ensure that all your taxes and duties are up to date and that all accounting documents are in order.
3. What are the other steps to take?
You must also inform the Center de Formalités des Entreprises (CFE) of your decision and pay all amounts due. Once you have received the certificate of termination from your SASU, you will need to send it to the tax authorities and the managers' pension fund.
