Many entrepreneurs are reluctant to go through the process of closing their business. This term is often considered scary and raises many questions. That is why Foundation-company-ricard has decided to present this legal concept to you in the form of questions answers simple and concise. Here is everything you need to know about dissolution :
1. What is the meaning of dissolution?
La dissolution is a legal process crucial to the end of business life. This is the first necessary step for their disappearance. A company cannot be deregistered without first being dissolved.
Once the dissolution has been pronounced, the company must cease operations. A special body must carry out several operations before it is officially erased.
2. Who is authorized to trigger the dissolution of a company?
Two categories of people are empowered to trigger the dissolution of a company. These are either shareholders (or of the sole shareholder), either courts (the commercial court for commercial companies) which rules at the request of one or more shareholders, the legal representative, one of its creditors or the Public Prosecutor
In the first case, we are talking about a early dissolution, which is the result of a decision voluntary shareholders. In the second, it is generally a judicial liquidation which involves the dissolution of the company. The courts can, however, order a forced dissolution when a valid reason is present.
3. What are the cases in which a company can be dissolved?
There are various circumstances leading to the liquidation of a companyStrolling along the statutes may be provided with one or more justifications. In addition, the law provides for various situations: expiration of term (duration expired and non-renewal), achievement ofsocial object (or disappearance), penal sanctions…
Also, the dissolution can be caused by the will of the partners (voluntary early dissolution) or by court order (forced dissolution or judicial liquidation).
4. Does liquidation lead to the extinction of a business?
The answer to this question is clearly not. It is not the liquidation that causes the cessation of a society but the closing of settlement procedures.
In legal language, we often hear that “legal personality continues for the purposes of liquidation”. This means that the company continues to exist legally until liquidation is complete.
5. How to liquidate a company?
The actions to be taken depend on the initiator of the procedure. Here are the main passages of a voluntary early dissolution:
- The partners take the decision to liquidate the company and they appoint an amicable liquidator,
- Un verbal process of dissolution is drawn up and signed,
- The friendly liquidator publishes a legal notice in a specialized journal,
- The liquidator assembles a booklet and sends it to the registry of the commercial court.
6. What are the processes to confirm the dissolution of a company?
It is necessary that specific legal processes be carried out by a company in order to signal its dissolution. In particular, it must submit a request for modifications to theK-bis registration so that this is updated.
In addition, it is required to mention “company in liquidation” on all of its mailings and commercial documents.
7. What are the deadlines to respect?
The mandate of the liquidator cannot extend beyond 3 années. However, under certain conditions, it is possible to extend it. In other words, the time between dissolution and liquidation is limited to 3 années.
In addition, there are other deadlines to consider. Thus, the legal procedures must be completed during the month following the judgment of dissolution. The liquidator must summon the partners within 6 months of his appointment, etc.
8. What is the expense to dissolve a company?
Le dissolution fee usually amounts to 375 €. It includes administrative costs related to the performance of legal obligations. This amount is inevitable.
This sum includes the costs of distributing the legal notice (€178,80) and those of the registry (approximately €192,01). It is also necessary to plan the expense for theintervention of a specialist.
9. Conclusions of dissolution
Once dissolved, the company enters a liquidation phase. During this period, the liquidator has several tasks to perform:
- Sell assets, collect receivables and repay debts;
- Establish the liquidation accounts and convene the partners;
- Have the liquidation accounts approved and divide the equity;
- Complete a number of legal formalities to request delisting.
10. When does the dissolved company cease definitively?
As a general rule, the company is deregistered from the trade and companies register (RCS). However, on a more technical level, it is no longer officially recognized by third parties until the publication of an announcement in the official bulletin of civil and commercial announcements (BODACC). Decided by the commercial court, it can take place a few days after the filing of the file...
See also on the subject of closure: Understand everything about liquidation
How long does a dissolution procedure take?
Answer: The duration of a dissolution procedure depends on the type of company and the particular circumstances, but it can take between one and six months.
What is the dissolution procedure?
Answer: The dissolution procedure generally includes notification of shareholders or partners, filing of documents with the competent authorities for registration, posting of public announcements and, if necessary, realization of assets and payment corporate obligations.
What documents are needed to dissolve a company?
Answer: The documents required for the dissolution of a company may include a declaration of dissolution, a statement of liquidation, a declaration of termination of office for directors and a plan of dissolution.
