You want to save the dissolution of a SASU (Simplified Joint Stock Company)? This act, which allows the company to be removed from the trade and companies register, is a rather delicate procedure to carry out because of the many formalities to be completed.
How and why dissolve and then liquidate an SASU?
Indeed the dissolution of SASU sign his death certificate. It marks the end of the legal personality and the assets linked to this company are liquidated. In short, the company ceases to exist.
This dissolution can occur in several cases:
- it can mark the end of the object as provided for in the statutes; indeed some SASUs are temporary. Their dissolution can then be pronounced when the corporate object is realized or conversely ceases.
- it may have been decided by the managing partner because he no longer wishes to continue his activity in this form.
- it can also follow a court decision: the court considered that the company did not have the necessary resources to justify its ability to exist. In short, it is a question of judicial liquidation.
What is the procedure for dissolving a SASU?
Although there are several reasons for the dissolution of a SASU, they must all respect a certain number of steps.
Drafting of the minutes and publication of the dissolution of SASU
Like the creation of the SASU, its dissolution must be the subject of publicity formalities so that the procedure is brought to the attention of third parties. To simplify, this is a reverse RCS registration formality. This step is mandatory under penalty of penalties.
The procedure of dissolution of SASU starts with the transmission of a dissolution file to the referring Business Formalities Center (CFE) or to the registry of the Commercial Court within the jurisdiction of the SASU head office.
The sole shareholder must sign the minutes of dissolution; it is used to trigger the actual procedure. The sole shareholder may designate himself or any other person he deems capable of fulfilling this task. On this occasion, he also sets the scope of his powers and obligations.
At the time of its deposit, the minutes must be certified compliant by the sole partner, stamped and registered with the tax office. This document must be registered with the SIE (Service des Impôts des Entreprises) within one month.
The opinion of dissolution of SASU must be published in a newspaper of legal notices.
SASU liquidation procedure
As soon as the dissolution is pronounced, the appointed liquidator becomes the only party able to act on behalf of the company. The main objective is the realization of assets and discharge of liabilities. SASU accounts are closed; the sole partner is then asked to decide on their closure. At the same time, he must also convene the sole shareholder within 6 months of the end of the financial year and at least once a year. You should know that the mandate of the liquidator cannot be longer than 3 years.
The closure of the liquidation procedure
It can be done through a liquidation email or the recognition of a bonus. The liquidation surplus is the positive difference between the net liquidation proceeds and the amount of contributions that can be taken back free of deposit.
The sole shareholder must approve the liquidator's report, decide on the treatment of the bonus or the loss and note the closure of the liquidation. The closing file is sent to the clerk of the commercial court (it includes the M4 form, the partner's decision, the liquidation accounts, the certificate of publication of the dissolution of the SASU in the journal of legal announcements) . The minutes must be registered for tax with the liquidation surplus.
Finalization of the dissolution
The dissolution of SASU is recorded as soon as the registry of the commercial court sends a Kbis updated. This document certifies the correct dissolution and delisting with the closing of the liquidation operations.
Within the following 60 days, the declaration of results with the tax return must be sent to the tax authorities. Therefore, the last taxes and duties due will need to be paid. Finally, the bonus is taxed as a dividend.
