To close a company legally, you must follow a specific procedure. It consists of filing two different files with the registry of the commercial court. The first to declare the cessation anticipated from the company and the second to announce the end of settlement operations. For this, you must provide vouchers and documents necessary for the dissolution and liquidation Companyand an summary of elements is provided at the end of the file.
When partners want end prematurely to their business, they must submit an amendment request to the trade and companies register. The judicial authority then modifies the information contained in the Kbis, and in particular the mention " company in liquidation ". here is document list to be provided for this purpose.
Le document essential to attach is the act materializing the decision of early dismantling of the society. In the case of structures with several partners, it is generally a Extraordinary general meeting minutes. For companies with a single partner, the report is that of the sole decision of the partner.
The minutes of dissolution must include several resolutions or decisions: early dissolution of the company, termination of the functions of the management bodies, appointment of the amicable liquidator, establishment of his powers and duties, etc. A copy of the report certified true by the liquidator can serve as proof.
Le amicable liquidator replaces the corporate officers after the dissolution. Like them, he must prove his identity and his ability to run and administer a business. To this end, he must send a copy of both sides of his ID card (CNI) or its passport valid. If he is not present on the Kbis of the dissolved company, he must write and sign a affidavit of non-conviction and parentage.
Le early dismantling is a crucial step in the disappearance of a business. The law requires post a review for this purpose. The liquidator has a one month deadline to draft a notice of dissolution and forward it to a legal notice journal (JAL).
The JAL then sends the company a certificate of publication. This proof must be on file.
The liquidator must complete, sign and date the Cerfa form no. 11682, entitled "declaration of modification(s) of a legal person". It is used for the dissolution of SAS/SASU, SARL/EURL and civil companies.
The first two pages automatically populate the following ones. In box 1, the box “dissolution – without continuation of activity” should be ticked. It's necessary fill frames 1, 2, 9, 19, 21 and 22.
If the company chooses to to be assisted for its dissolution, it must provide a original of power signed by the liquidator.
It is possible to integrate the delegation to carry out the formalities into the act itself, namely the minutes.
Once dissolved, the company immediately enters a liquidation period. During this, he must carry out various operations. At their conclusion, he must ask for the deletion of the company of the trade and companies register. Here is the list of documents necessary for the finalization of liquidation.
The liquidator's mission is to sell the assets and settle the liabilities. When he is finished, he draws up final liquidation accounts : an assessment of amicable liquidation as well as a liquidation income statement. You should file a specimen of these accounts, certified by the liquidator.
These financial statements will show the result of the liquidation. When the partners will recover more money than their starting stake, the liquidation results in a bonus. Conversely, if they receive less money, it is a mali. These accounts will be subject to the approval of the partners.
The partners must meet one last time to make several decisions. They will first of all discharge the amicable liquidator. Then, they will approve the final liquidation accounts and the result of the liquidation. Finally, they will release the liquidator from his mandate and will pronounce the final closure of the liquidation operations.
All of this déclarations are taken collectively by associates (or unilaterally by the sole shareholder) and recorded in a record. This is an ordinary general meeting in the event of multiple partners. When the result of liquidation results in a bonus, the PV must be the subject of a registration taxes (except for SASU and EURL). A specimen of the registered report certified as compliant then acts as supporting document.
The closing of the liquidation operations requires the company to broadcast one second and last legal notice. Here, the objective is to warn third parties of the impending demise of the company.
The newspaper of legal announcements which diffuses this notice is obligatorily the same as that which carried out the publicity of the dissolution. He gives, once again, a certificate of publication of legal announcement.
Finally, a deregistration statement must be subscribed. It's about Deer 11685, better known as " M4 form“. The information contained therein will be used by the clerk of the commercial court in order to proceed with the cancellation.
The form has only one page to complete. Some information is automatically copied on the following 2 pages. Here, all fields must be served. The liquidator data et signe ce document.
| operations | Supporting documents |
|---|---|
| Early dissolution | – Copy of the minutes of dissolution – Certificate of not guilty and relationship (liquidator) – Copy of the identity card of the amicable liquidator or his passport – Certificate of the publication of thelegal announcement of dissolution – Form M2 completed, dated and signed (Cerfa 11682) – Authorization to carry out the formalities (if applicable) |
| Amicable liquidation | – Copy of the closing minutes of the registered liquidation (if applicable) – Form M4 completed, dated and signed (Cerfa 11685) – Certificate of the publication of thelegal notice of liquidation – Copy of the final liquidation accounts – Authorization (under the same conditions as above) |
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