The term dissolution means the process by which a society comes to an end, and this stage is called liquidation. In company law, the liquidation of a company is a necessary step for its final end. Foundation-company-ricard offers you a file that answers the question: what is dissolution? It is divided into 3 parts: definition, operation et fenced.
Understanding Liquidation
La liquidation is a legal procedure by which a company ceases operations. It takes place in several stages and includes the sale of goods, the collection of debts and the repayment of debts. Once completed, the company is then an "empty shell", it can finally be closed.
There are two types of liquidation: judicial liquidation and amicable liquidation. The first is decided by the courts in the event of cessation of payments and if recovery is impossible. The second is a voluntary decision of the partners.
To liquidate a business, it is first necessary to dissolve the society. Dissolution precedes liquidation. In the event of amicable liquidation, the partners appoint a liquidator responsible for replacing the management bodies; in the event of judicial liquidation, the judge takes care of this formality.
Case resolution operation
Case resolution involves two important steps: breakup period and final completion of activities.
During the transitional period, the liquidator (amicable or judicial) carries out a number of tasks. It is responsible, among other things, for sell assets, ie fixed assets (machines, equipment, tools, etc.) and stocks (materials, supplies, goods, etc.). He collects debts and, with the sums collected, pay the debts of the company. The amicable liquidator can perform his functions free of charge or not. The judicial liquidator, on the other hand, is paid for his work, according to scales fixed by decree.
When he has completed his mission, the liquidator must convene one last time the associates. They are then called upon to rule on several resolutions and to take decisions accordingly. It is more particularly a question of giving discharge to the liquidator for his management, of exempting him from his mandate, ofapprove the final accounts, validate the distribution of proceeds and decide on the final finalization liquidation operations.
Termination of liquidation
When the partners have validated the liquidation accounts and voted the final closure of the proceedings, the liquidator must unquestionably:
- Publish a notice of closure of the liquidation operations,
- File a request for removal from the trade and companies register,
- Share the last assets between the partners participating in the share capital.
The legal announcement of liquidation
The company is to notify anyone potentially interested of his impending disappearance. It is for this reason that the Law requires liquidated companies to distribute a legal notice of liquidation. Please note that the notice must be published in the same journal of legal announcements as the one which publicized the dissolution.
A notice of closure of liquidation operations must contain numerous mentions. It must in particular indicate the identity of the company (name, capital, registered office, legal form, SIREN number) and specify the decisions taken by the partners (approval of the accounts, discharge and closure of the liquidation).
The request for removal from the RCS
A company continues to exist during the liquidation period. Its disappearance does not occur until the end of the liquidation operations, that is to say when the closure is published by the judges (judicial liquidation) or by the partners (amicable liquidation). In general, a company ceases to exist towards third parties from the date of magazine in the official bulletin of civil and commercial announcements (BODACC) carried out by the registry of the commercial court.
For this, the company must file a request for removal from the trade and companies register. The request takes the form of submitting a file to the business formalities centre. It includes many supporting documents and especially :
- The certificate of publication of the legal notice of liquidation,
- Le liquidation closing report recorded (in case of bonus),
- A completed and signed cancellation request form (M4),
- An example of the final liquidation accounts.
Therefore, the registry of the commercial court proceeds to the removal of the company from the RCS. He then gives her an extract Deregistration Kbis.
Share of equity
The partners of a liquidated company may, in the first place, recover all or part of contributions they originally made. It is possible to recover the money brought (contributions in cash) and, under certain conditions, the goods (contributions in kind). If there is a balance after the resumption of contributions, we speak of a liquidation bonus. It is he who will be distributed.
Asset allocation and, more specifically, the sharing of liquidation bonus generates tax. A proportional right at the rate of 2,5% then applies to the gross amount distributed. This right of sharing does not exist in the event of the liquidation of a single-member company (EURL/SASU) or when the partners are legal persons (companies). Then, the partners who are natural persons pay personal income tax, on the basis of the sums received assimilated to a distribution of dividends (income from movable capital).
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