The partners of a Company can stop their collaboration earlier than expected. They will then have to have recourse to the registry of the commercial court, so that it proceeds to the suppression of their business from the commercial register and companies. To carry out the steps related to this procedure, they must follow the steps following:
This is a guide for how to delete your company from the legal registers.
To close your company, it is essential to dissolve it
La first stage for end a company is from dissolve. Indeed, the partners constitute a company for a fixed term. This is included in the statutes. If the partners wish to end it before the end of this period, they may, under certain conditions, opt for early voluntary dissolution.
The conditions to be met to dissolve a company
First of all, it should be emphasized that early voluntary dissolution is only possible if the company is not not in cessation of payments. In other words, it must be able to:
- Reimburse all of its liabilities (except the contributions that form its share capital),
- By selling its available assets and collecting the corresponding receivables.
Otherwise, she must file a case with the court. The latter will then decide on a possible judicial liquidation.
Then, the decision of dissolve the company must be taken by thecompetent body. Here it is, according to the legal status chosen by the company:
| Operation | Decision-making body | Formalism |
| Dissolution of a SASU | Sole shareholder | Minutes of decision of the sole shareholder |
| Dissolution of an SAS | Community of partners | Minutes of the general meeting (under the conditions provided for in the articles of association) |
| Dissolution of an EURL | Sole shareholder | Minutes of decision of the sole shareholder |
| Dissolution of an LLC | Community of partners | Extraordinary general meeting minutes |
This body will also appoint a amicable liquidator, whose mission will take effect immediately.
The steps to follow to dissolve a company
Once the partners have made the decision to dissolve the company, they must issue a legal notice of dissolution and file a request for amending registration in the Trade and Companies Register (RCS).
THEregistration of the minutes of dissolution is no longer mandatory since January 1, 2021. Prior to this date, this procedure gave rise to the payment of a fixed fee of 375 euros (or 500 euros if the capital exceeds 225 euros).
THElegal notice of dissolution of a company aims to inform anyone interested in his impending disappearance. Published in a specialized journal within a month, it must contain a lot of information.
A file must be compiled and filed with the registry of the commercial court. It's about a modification registration request (cost : about 190 €). This approach leads to the updating of the information contained in the trade and companies register.
Procedures for dissolution and liquidation of the company
When the company is dissolved, it enters directly into a liquidation phase (except for sole proprietorships whose sole shareholder is a legal entity).
Liquidation stages
During dissolution of the company, the liquidator:
- Fulfills the functions of legal representative,
- Inventory the company's assets,
- Sells the assets (fixed assets and inventories),
- Collect outstanding debts,
- Satisfies operating, tax and social debts.
When the liquidation process extends over several years (3 at most), the liquidator is required to organize a meeting of the partners (or of the sole partner) at least once a year.
Closing of liquidation operations
Once the liabilities and the assets have been realised, the liquidator must produce final liquidation accounts. These financial statements reveal the result of the liquidation operations and contribute to forming the liquidation balance (Cute ou small).
The liquidator must then summon the partner(s) to make the following decisions:
- Approval of the closing accounts of the liquidation,
- Constitution of the profit or loss of the liquidation,
- Possible sharing of equity,
- Quitus to the liquidator and discharge of his mandate,
- Completion of liquidation operations.
Decisions must be made according to the legal form of the company:
| Legal status | Competent body |
| SASU | Sole shareholder |
| SAS | Community of partners (according to statutes) |
| EURL | Sole shareholder |
| SARL | Shareholders in ordinary general meeting |
How to remove a company from the commercial court
The steps to be taken before delisting the company
When the liquidation ends with a profit, or the partners recover a sum greater than their initial participation in the capital, the minutes must be declared. Proportional duties (2,5%) are applied to this operation. In addition, when sharing equity, any surplus received by the partners is subject to taxation in their hands (similar to that provided for dividend distributions).
Within one month, the company must publish a new notice in a journal of legal notices (the same as the one used previously). That legal notice of liquidation of the company announces the imminent end of the structure. Its content is regulated by law.
Request for removal from the trade and companies register
The company must, finally, file with the registry of the commercial court, a request deletion from the RCS. It must contain a complete file and documents and supporting documents; among others:
- A deregistration request form (called “M4”),
- A copy of the closing report of the liquidation operations,
- A copy of the certificate of publication of the legal announcement of the closing of the liquidation,
- A copy of the final liquidation closing accounts,
- And a check payable to the registry of the commercial court.
La closure of a business can also be done online. In this case, everything is completely dematerialized and payment is made by credit card. This is one of the solutions for close your company at a lower cost.
The clerk of the commercial court checks the file and updates the information contained in the RCS. He removes the company from legal records. The company loses, from this moment, its legal personality. She disappears so officially.
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