How to Dissolve a SARL?

There are several reasons why a company might seek to dissolve an LLC (SARL). These can include declining revenue, court orders, and other factors. In such cases, shareholders may decide to cease business operations through a voluntary early closure. This process is also known as “amicable dissolution.” To ensure this decision is implemented successfully, a specific set of formalities must be followed. Discover them below!

Organizing a General Meeting

To close a limited liability company (LLC), the first step must involve convening a general meeting of the shareholders. The company’s manager is the appropriate person to take this initiative. The purpose of this meeting will be to decide on the dissolution of the company. This will allow the shareholders to choose the legal status legal through which they wish to end their professional career.
Furthermore, it is important to note that to optimize a voluntary dissolution, the company must be able to settle its debts. Otherwise, a filing must be submitted to the commercial court so that the institution can rule on a judicial liquidation.

Deciding on the early dissolution of the LLC

During the general meeting, the manager takes into account the contributions of the majority of the partners to draft the minutes. This document will specify the terms of the decision regarding the early dissolution of the SARL. It is then essential to adhere to the majority voting requirements defined by law, which vary depending on the date the SARL was established.

Majority voting requirements for a SARL established before August 4, 2005

If the company was established before August 4, 2005, one or two individuals may hold up to three-quarters of the shares. Consequently, partners may choose to comply with the requirements applicable to SARLs established after August 4, 2005. In such cases, they would be required to reach a unanimous decision regarding the company’s dissolution.

Majority voting requirements for a SARL established after August 4, 2005

For these companies, majority or quorum requirements are quite high. These terms may be defined within the company’s bylaws. Regarding the quorum, shareholders present or represented must hold at least one-quarter of the shares. This threshold must be met on both the first and second notices of meeting. One or more persons may represent at least two-thirds of the shares held by the shareholders present or represented.
With the advent of the Finance Act, the minutes of a SARL dissolution can be recorded on any date. This formality has therefore become optional and can be completed at each company’s discretion.

Appointing the Liquidator of the LLC

When the general meeting decides to dissolve the company, it shall be obligated to appoint a liquidator to oversee the assets. This individual may be the manager themselves, a partner, or a third party. The majority required to make this decision differs from that required for deciding on early closure. Specifically, the decision to appoint a liquidator must be passed by a majority of the company’s shareholders based on their capital contribution. The liquidator’s identity and address must be clearly specified in the minutes of the meeting.
The appointed individual will be responsible for recovering receivables and settling debts. To achieve this, they are required to convene periodic meetings with the partners. They must also conduct an inventory of assets and liabilities in preparation for their sale. These various duties must be completed within a maximum period of three years. The appointment of the liquidator thus terminates the functions of the company’s manager.

Make an official publication

After deciding to dissolve their LLC (SARL), the partners are required to notify third parties. This involves drafting and publishing a legal notice of dissolution in a legal notice newspaper (JAL). It is recommended to select a JAL that operates within the same department as the company’s registered office.
The notice to be published must specifically include several key pieces of information. This includes, for instance, the appointment of the liquidator and the grounds for the liquidation. It will also be necessary to specify the location of the liquidation’s registered office. The publication must be made within the month following the appointment of the liquidator.

Request an amendment to a registration

An amendment filing is a request that must be submitted to the Trade and Companies Register.
To do this, you will need to compile a file and submit it to the business formalities center. You may also send it to the clerk’s office of the commercial court. The file must include a copy of the minutes from the general meeting. This document must be certified as a true copy by the liquidator. Additionally, you must include a copy of the document proving that the dissolution decision was published in a newspaper.
Furthermore, the liquidator will be required to provide several documents. These include, for example, a valid national identity card, which may be replaced by a copy of a valid passport or a birth certificate. The liquidator must also submit a sworn statement of non-conviction and filiation. They will then need to complete form M2, which must be dated and signed. Finally, the team must pay a processing fee.
Ultimately, to dissolve a SARL, you must convene a general meeting to decide on the terms of the company’s dissolution. The decisions made must be published in a legal notice journal. This will then allow you to file the necessary amendments for the company with the relevant authorities. It is also worth noting that all of these formalities can be completed online.