1Convening of partners to decide on the dissolution and appointment of an amicable liquidator

The head of the business must summon shareholders at a general meeting to vote to dissolve the business and appoint a friendly liquidator.

The amicable liquidator may be either the head of the business, a partner or a person outside the business. His term of office may not exceed 3 years.

The conditions of quorum and a majority of this vote depend on the legal form of the business:

2Advertising on the company formalities desk

In the following month the decision to dissolve the business and appoint the liquidator, the amicable liquidator must declare voluntary dissolution on the website of the company formalities desk.

Window of company formalities

To make this declaration, the amicable liquidator shall submit the following documents:

• Minutes of the meeting that decides on the dissolution with the appointment of the liquidator
• Certificate of publication of the decision to dissolve and of the instrument appointing the liquidator in a Legal Advertising Support (Shal)
• Declaration on the honor of non-conviction and filiation (surname and forenames of the father and mother) of the liquidator
• Duplex copy of the valid national identity card of the liquidator

Obligation to terminate employment contracts of employees

Where the business has one or more employees, the liquidator is obliged to terminate their employment contracts. He must make them redundant economically. To know the different steps to follow, you can consult our sheet: Economic dismissal: the obligations of the employer.

Sale of assets and repayment of creditors' debts

The amicable liquidator has the following tasks:

• Establish an inventory of the business' assets and liabilities
• Sell the movable property and buildings company-owned: component goods the asset of the company may not be sold to the liquidator or his relatives.
• Clearing the liabilities which amounts to paying the employees, repaying the debts, paying the creditors, etc.

Summoning of partners during liquidation

In the 6 months after appointment, the amicable liquidator shall convene a meeting of the partners. During this meeting, it reports on the status of the assets and liabilities of the business and on the continuation of the liquidation operations. It also sets the time needed to complete liquidation operations.

In the 3 months from the end of each financial year, the liquidator shall draw up the annual accounts and a written report in which he shall report on the winding-up operations during the preceding financial year.

In the 6 months from the end of each financial yearthe liquidator shall call the meeting to decide on the annual accounts.

If the liquidator wishes to continue the ongoing activities of the business or to engage in new activities for the purposes of the liquidation, the liquidator must request the authorization of the partners by convening a general meeting.

1Preparation of settlement accounts

After selling the assets from the business and the discharge of debts (payment of employees, repayment of debts, payment of creditors), the amicable liquidator establishes final liquidation accounts.

The liquidation accounts result either in a positive result that allows the partners to share a liquidation bonus, or by negative result (or liquidation mali). As soon as the liquidator has completed the drawing up of the liquidation accounts, he shall call the members.

The final accounts must then be deposited at the registry of the commercial court with the decision of the shareholders' meeting ruling on these accounts.

2Convening of partners to decide on the final liquidation accounts

The liquidator convenes a general meeting of shareholders to decide on the final liquidation accounts, discharge the liquidator (i.e. approve his management) and discharge him from his mandate.

The shareholders' meeting shall then declare the winding-up closed.

The liquidator shall draw up a winding-up report which declares the end of the liquidation operations.

When the general meeting of shareholders cannot deliberate or refuses to approve the accounts of the liquidator, the liquidator or any interested party may apply to the commercial court for a ruling on the liquidation accounts and on the closure of the liquidation in place of the general meeting of shareholders.

3Registration of the liquidation report in case of bonus liquidation

Where the settlement accounts result in a liquidation bonus , the liquidator must register the liquidation report with the company tax office (SIE) on which the business depends. The bonus is subject to a tax of 2.5%

4Publication of a notice of winding-up

Following the meeting to approve the liquidation accounts, the liquidator must have a notice of closure of liquidation in a Legal Advertising Support (Shal).

5Tax returns to be made

Statement of profit or loss for the last business year

In a 60 days from the date of approval of the final accounts of liquidation, the liquidator must send the income statement of the last business year.

Declaration and payment of value added tax (TVA)

The liquidator must transmit a latest TVA statement.

The approach varies depending on whether the company is subject to the normal real speed or at simplified real regime from TVA.

Payroll tax

If the business is subject to payment of the payroll tax (TS), the amicable liquidator must complete the annual declaration of liquidation and regularization of the TS (No. 2502) at one of the following times:

• within 60 days of cessation of activity
• and, not later than 15 January of the following year

Payroll tax - Annual declaration of liquidation and regularization

Contribution based on the added value created by the company (CVAE)

Only companies with a turnover greater than €500,000 HT: titleContent must pay the CVAE. The amicable liquidator must make the following two declarations:

• Declaration of the added value and number of employees (form 1330-SD-CVAE)

Declaration of added value and employee numbers - form n°1330-CVAE-SD

• Declaration of liquidation and regularization (form n°1329-DEF)

Declaration of liquidation and regularization of CVAE - form n°1329-DEF

Company Property Tax (CFE)

The CFE is due annually according to the situation at 1^er January of the year.

In the event of termination during the year, the CFE shall remain established for the full year.

However, when the business receives its tax assessment, it can apply to the company Tax Office (SIE) by claim the reduction of its contribution to the pro rata of your working time.

The business can use the secure messaging available in its professional area of the site impôts.gouv.fr

Espace professionnel impots.gouv.fr

6Social statements

The amicable liquidator must complete a registered company declaration (DNS) with employees' pay for the last month of activity.

The business' employer Urssaf account is then deleted.