What is a liquidation mali? How to calculate the liquidation penalty for an LLC? What about the recognition of the liquidation mali? How do the liquidation mali and income tax behave? You will find answers to all these questions by reading the text below.
Definition of liquidation penalty
What is a mali of liquidation ? This is essentially the loss of capital suffered by the holders of shares in a company when the latter is liquidated. Once the legal proceedings are over, the partners will receive money as compensation for this liquidation mali. Obviously, the amount paid is less than the initial investment made by each. So here is for the definition of the liquidation mali.
In practice, during the procedure, the liquidator is responsible for the management of the company instead of the directors. He must thus collect the receivables, sell the goods and prepare a debt repayment plan. The liquidator also has the obligation to close the accounts of the company. Once the liquidation is pronounced, if the accumulation of charges exceeds that of the products (as is the case in most proceedings of this type), the difference between the two becomes the famous liquidation penalty. This must necessarily be validated by the partners of the company.
To complete this information and complete this definition, it is interesting to mention the other possible case at the end of the procedure. If ever the closing of the company's accounts revealed a positive result, we would speak of liquidation bonus. Mali and bonus are actually the plural variations of the terms malus and bonus, which are widely used in everyday language.
Calculation of the liquidation penalty
The calculation of the liquidation penalty for an LLC (or other legal forms of company) was mentioned slightly in the previous chapter. To go further into the subject, you should know that there are actually two methods of calculating the liquidation penalty. The first is called additive while the second, by contrast, is called the subtractive method.
The additive method takes into account various elements of the liabilities appearing in the liquidation balance sheet. If the accumulation is lower than the value of the company's share capital, then we speak of mali. If not, it is a bonus.
In summary, for the additive method, keep in mind that: Mali of liquidation = legal and statutory reserves + retained earnings - retained earnings +/- result of operations at the end of the liquidation procedure.
The other method of calculation will, as its name suggests, subtract two values which are equity and social capital.
Accounting for the liquidation penalty
If the company has multiple shareholders, then the money will be distributed among them in proportion to their shareholdings in the company's share capital. For companies with a single shareholder (SASU or EURL type), the latter alone suffering the losses, he will therefore be the sole beneficiary of the mali.
Nothing beats concrete examples to illustrate these theoretical definitions. Let us take the example of a EURL type company (therefore, a single shareholder) whose liquidation results in a loss of € 5,000. The leader therefore suffers the entire loss.
Let us now evoke a more interesting case because it is more complex. It is that of a company whose liquidation results in a loss of € 15,000. The latter was managed by five shareholders. The company's share capital consisted of 30,000 shares (with a unit value of € 10) distributed as follows:
- 15,000 for shareholder A, i.e. 50 % of the share capital
- 7,000 for shareholder B, i.e. 23.34 % of the share capital
- 5,000 for shareholder C, i.e. 16.66 % of the share capital
- 2,000 for shareholder D, i.e. 6.66 % of the share capital
- 1,000 for shareholder E, i.e. 3.34 % of the share capital
Let us now estimate the methods of sharing the liquidation bonus and the individual prorata of each partner. The math is simple. It suffices to multiply the mali by the percentage of the shares held by each one. Applied to our example, this therefore gives:
- 15,000 for shareholder A, i.e. 50 % of the share capital
- 7,000 for shareholder B, i.e. 23.34 % of the share capital
- 5,000 for shareholder C, i.e. 16.66 % of the share capital
- 2,000 for shareholder D, i.e. 6.66 % of the share capital
- 1,000 for shareholder E, i.e. 3.34 % of the share capital
As you can see, the sum of the amounts obtained is much lower than the invested capital. In addition, it gives a result similar to Mali, ie € 15,000.
Mali liquidation and income tax
The tax treatment induced by this mali differs depending on the quality of the partner concerned. Thus, if it is a natural person, it will not be possible to deduct the capital loss. The partner will therefore not be able to charge it against his personal income. This therefore means that in this situation he will have lost money compared to his initial investment.
Regarding the case of a legal person (in other words the partner is another company), it will first be necessary to look at the duration of the holding of the securities concerned. If it is less than twenty-four months, then we speak of short-term capital loss. This can then be charged to all the results subject to tax. If this duration exceeds two years, the capital loss is then qualified as long-term, thus not authorizing an imputation limited only to long-term capital gains and realized during the following decade.
