The law authorizes the amicable closure of commercial companies. To use this solution, you need to follow a specific methodology and complete a number of compulsory formalities. Here is the procedure to follow for the amicable liquidation of a company.
Why liquidate a company?
There are a number of reasons why a manager may wish to close his company amicably: a decision by the partners, the expiry of the period for which the company was incorporated, the achievement of its corporate purpose... Amicable liquidation is thus distinct from the mothballing of the company, which can be implemented under different conditions.
This solution offers a number of advantages for both the company director and the partners. It is a rapid alternative procedure which, in principle, does not require the intervention of a judge, as the company has sufficient funds to pay all its debts. It also enables shareholders to freely choose the liquidator, and retain a degree of control over the process.
When is an out-of-court settlement allowed?
Amicable liquidation is open to companies with the necessary funds to pay creditors. These funds appear on the assets side of the balance sheet. They may include cash, inventories or fixed assets.
In other words, an amicable settlement cannot be envisaged if the company is in a state of cessation of payments, or to avoid compulsory liquidation.
A procedure that must be preceded by dissolution
Before considering an amicable liquidation, the company must be dissolved. This stage is particularly important, as it enables the partners to appoint a liquidator to carry out the liquidation operations.
The role of the amicable liquidator is to declare the dissolution to the clerk of the commercial court, assembling a number of supporting documents including an M2 form and a request for an amended registration in the Trade and Companies Register (RCS). His intervention enables the company to receive an amended K-bis extract.
What are the formalities for winding up a company?
After pronouncing the dissolution, the liquidator will draw up the final liquidation accounts, which will be submitted to the shareholders for approval. The latter must then decide on the final closure of the liquidation operations and on the distribution of any liquidation surplus. Minutes must be drawn up and signed to formalize this agreement. The operation also involves the publication of a legal announcement in a medium authorized to receive legal announcements (SHAL).
The final step is to close the company for good, by applying to the commercial court clerk's office to have the company struck off the register. The file includes a copy of the liquidation accounts, an M4 form, a copy of the deed of closure and the certificate of publication of the legal announcement of closure. Once the application has been accepted, the company receives a K-bis excerpt.