What are the reasons for the dissolution of an LLC?
What is the procedure for dissolving an LLC?
What are the consequences of the dissolution of a company?
What are the steps in the liquidation of an LLC?
The dissolution of a company refers to the deletion from all the registers in force. This is a procedure that involves the legal termination of the existing partnership contract between the various partners of an LLC. This has the effect of stopping the liability of the SARL vis-à-vis its third parties.
The concept of dissolution is often confused with that of the liquidation of a company. Dissolution is the first step to take when closing a business. It materializes the decision to cease the activity of the SARL. Then comes the liquidation of the latter, which refers to the liquidation of its assets and liabilities: sale of fixed assets, stocks, collection of customer receivables as well, payment of debts to the State, social organizations, employees, etc.
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What are the reasons for the dissolution of an LLC?
The dissolution of a company occurs in the following cases:
- The arrival at the end of the company in the case of a mention on the statutes of the life of the latter.
- The realization of the object for which it had been constituted or the impossibility of its realization.
- Significant losses that prevent business continuity.
- The death, the declared absence, the prohibition, for infirmity of mind, of one of the partners, if it has not been agreed that the continuity would be ensured by the heirs or representatives, or that it would continue among the other partners;
- Bankruptcy or compulsory liquidation;
- The common will of the partners;
- Authority of justice;
What is the procedure for dissolving an LLC?
If it is a dissolution decided by the partners, this decision must be voted on at an extraordinary general meeting.
The main steps to follow for the dissolution of an LLC are as follows:
- The decision of the partners on the dissolution in an extraordinary general meeting (AGE);
- The drafting, signature, legalization and signature of a report of the dissolution;
- The filing of the report at the registry of the Commercial Court;
- Completion of the amending declaration of the trade register;
- The publication of a notice of dissolution in a journal of legal announcements;
- Filing with the tax authorities of a so-called “total cessation of activity” balance sheet, formerly called “pre-liquidation balance sheet”.
What are the consequences of the dissolution of a company?
The dissolution of the LLC has a number of consequences:
- The legal personality that once its liquidation has materialized
- The duties of the liquidator cease to exist upon completion of the liquidation
- The distribution of the liquidation bonus (Sum to be shared between partners after having honored the various creditors of the SARL).
What are the steps in the liquidation of an LLC?
The liquidation of an LLC is opened by the decision to dissolve it and the appointment of a liquidator. Closing a liquidation takes the following steps:
- Preparation of the liquidator's report;
- Preparation of the dissolution report;
- Extraordinary general meeting which approves and closes the liquidation on the basis of the liquidator's report
- Filing with the commercial court, the liquidator's report, the minutes of the EGM, and the certificate of deposit.
- Amending declaration of the commercial register
- Publication in a newspaper of legal announcements;
- Filing of the tax result declaration with the tax authorities.
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