Universal transmission of heritage (UTP) applies obligatory where the following two conditions are met:

• The business is unipersonal : it is a single-person company with limited liability (EURL) or a single-person simplified joint-stock business (SASU) or an SCI with a legal person as sole partner.
• The sole shareholder is a legal person, that is, a business

When a EURL: titleContent , a SASU: titleContent or a SCI: titleContent has as a single associate a natural person, TUP is not possible. We must proceed to the early dissolution and the amicable liquidation of the business and its cancelation.

In order to effect the winding-up without liquidation, the business must:

1. Write a Dissolution Record
2. Publish a legal announcement of dissolution without liquidation in a Shal: titleContent
3. Dissolve the business by filing the notice of dissolution and the legal announcement with the companies' formalities desk:

Window of company formalities

The Registrar of the Commercial Court or Economic Activities will then make a publication at the Bodacc: titleContent.

The creditors may oppose the dissolution of the business in a 30 days from the publication of the dissolution in Bodacc: titleContent.

The starting point of the opposition period shall begin the day following the publication in Bodacc.

Consult the Official bulletin of civil and commercial announcements (bodacc.fr)

In practice, creditors oppose the universal transfer of wealth (UTP) when they fear that it will reduce their chance of being paid.

In case of opposition by creditors, the head of the business not yet dissolved is assigned before the commercial court or the economic activities court of the place where the dissolved business has its registered office.

Once seized, the court will make one of the following decisions:

• Reject the creditor's objection
• Order the repayment of claims
• Order the provision of guarantees

If no objection has been filed by the creditors, the sole partner must apply to the registry of the commercial court or the economic activities court to obtain a certificate of non-objection (CNO).

In the absence of opposition by the creditors in the 30 days from the publication of the dissolution in Bodacc: titleContent, the assets of the dissolved business shall be transferred to the sole shareholder the day after the expiry of that period at midnight.

The single associate receives the entire heritage dissolved business, i.e. assets and debts.

On the other hand, some contracts are not automatically transferred to the sole shareholder and terminate at the latest when the business is dissolved. These include:

• Contract of bond
• Contract of deductible
• Mandate contract.

However, there is a possibility to extend these existing contracts if the co-contractor agrees. Thus, the commitment of bond that exists before the business is dissolved may continue after UTP only with the agreement of the co-contractor.

In the delay of 1 month as from the transfer of the assets, the sole shareholder must carry out the removal of dissolved business at the one-stop shop for formalities by delivering the creditors' non-opposition certificate.

Window of company formalities

Universal transmission of heritage (UTP) follows the tax regime for mergers. It may be placed under this preferential arrangement if all conditions the following shall be fulfilled:

• The sole shareholder must undertake, in the act of dissolution, to comply with the commitments of the preferential tax regime (for example, he must take over at his balance sheet EURL or SASU assets transferred for tax purposes to the accounts of the dissolved business (and not for their value) venal).
• The dissolved business and the sole shareholder are subject tobusiness tax (IS).
• The operation is motivated by economic reasons and not for an exclusively fiscal purpose.

This scheme reduces the tax cost of the transaction by:

• Capital gains on investment itemsactive transmitted are exempt from business tax (IS)
• Taxation of provisions is reduced.