How To Close A Company In France

Striking off or closing a company in France for whatever reason can be daunting if you are unaware of the potential steps or pitfalls involved. Without specialist knowledge you may fall at the first hurdle and it is better to close or wind up the company in France cleanly without leaving a stack of administrative liabilities behind you. Our staff at Close a European Company can provide a full package of bespoke services according to your individual/corporate requirement as follows:

We offer the following services for dissolving/winding up a company:

• • Accountancy advice
  • Taxation services
  • Legal advice
  • Liquidation and insolvency services
  • Personal Liability Advice
  • Advisory Services

OPTIONS FOR DISSOLVING/WINDING UP A FRENCH COMPANY?

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A French company can use a TUP (global transfer of assets) to dissolve the company quickly and efficiently thanks to a French law introduced by the NRE in 2001. With a TUP you can dissolve a company, whether trading or dormant, with the minimum of formalities and at a lower cost than being involved in a total liquidation of assets. The sole shareholder or legal entity ,whether located in France or not, obtains all the liabilities and assets which appear on the dissolved companies books as from the date that the dissolution was carried out.

In order to ensure that the French company is merged in the proper manner and in the quickest possible timeframe you will need to contact us for further assistance.

ADVANTAGES OF TUP

It is a quick and clean merger of a company ton another asset holding entity

• • Can be used to merge two companies whilst enjoying favourable tax regime for mergers
  • It avoids formal investigation into the conduct of the directors as required in liquidation or receivership.

DISADVANTAGES OF TUP

• • If the company is not dissolved in the proper manner then this could involve time and money, please contact us for assistance and fees for winding up your company in France

NB: A TUP procedure cannot be done independently and will need the services of a chartered accountant, please contact us for further assistance – we are here to help.

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This is not a choice. The company is put under compulsory liquidation where the company is unable to pay its debts in France a winding up petition is made in the public’s interest or the court or the company does not start its business within a year from its incorporation or suspends its business for a whole year. This is an expensive course of action and clear advice needs to be taken. This usually involves taking the debtor to the high court.

What happens in a compulsory liquidation?

• • Draft an extraordinary general meeting to effect the dissolution of the company and to appoint a liquidator (unless he/she is already declared in the articles of association
  • In the same month the minutes of the meeting must be recorded
  • The decision of the dissolution and appointment of the liquidator should be published in a French national newspaper’s legal announcements page
  • File two certified stamped copies of the decisions of dissolution and appointment of liquidator at the commercial court by means of a business formalities centre intermediary
  • Submit an entry into the commercial register to notify of the dissolution and nominated liquidator
  • Send an amended declaration of the company’s existence to the tax office

What are the formalities to be carried out by the liquidator?

• • Make an inventory of assets and liabilities as soon as possible
  • Realisation of assets and settlement of liabilities
  • Establish the final liquidation account
  • Attend shareholders meeting so that the accounts can be discharged and approved before the liquidator
  • File the final accounts and decisions of the general meeting at the commercial court by means of a business formalities centre intermediary
  • Publish the notice of closure in the legal announcements page in the same newspaper which published the nomination of the liquidator
  • Distribute liquidation proceeds
  • Once liquidation has been completed during this month, deregistration in the commercial and companies register takes place and social and tax administrations are notified
  • Within 8 days of deregistration, an electronic announcement is published in BODACC (the official bulletin for civil and commercial announcements) which has been sent over by the Registrar.

For both options in France it is important to take care to protect the assets of the business, to conform to the liquidator’s wishes and to act responsibly. Please contact us for further information and advice as to how to proceed.

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