It happens that a SASU finds itself without activity, either since its creation or during its existence. It is then time for the sole shareholder to proceed with its dissolution, as even without activity, the company can incur numerous costs. However, this procedure requires following specific formalities. To help you navigate this process, discover here the necessary steps to close a SASU without activity.
Why proceed with an online SASU dissolution?
For the sole shareholder, the online SASU dissolution offers many advantages. First of all, it is an excellent way to save time in completing the formalities. Entrepreneurs no longer need to travel, as they rely on a fully digitized process. This solution also promises speed and great flexibility. Know that all the steps can be completed in just a few clicks. It is even very easy to obtain the necessary documents for the dissolution file, such as the minutes of dissolution, the certificate of affiliation, the legal announcement, etc. Furthermore, the online SASU dissolution allows you to carry out the procedures yourself without going through a lawyer or an accountant. However, all administrative formalities will be checked by a formal expert to ensure that the file is not rejected by the registry. If you are looking for an online provider that offers a SASU dissolution service, follow this link https://www.creaboite.fr/cloture-societe-sasu/.
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The steps to follow to close a SASU without activity
Depending on the situation of the sole shareholder, two cases may arise to close a SASU without activity or in cessation of activity. If it is a natural person, the steps are the same as for a SAS, meaning going through the dissolution liquidation of the company. On the other hand, if it involves a legal entity, the dissolution generally does not lead to a liquidation but rather to a global transfer of the entire assets of the company to the sole shareholder. Thus, from a legal standpoint, the procedure for closing a SASU takes place in three steps: dissolution, liquidation, and deregistration. These steps are common to all forms of legal entities such as SAS, SCI, EURL, SA, SNC, etc. However, the SASU has some differences in certain aspects. To help you clarify, consider the following steps:
The decision to close the company: amicable dissolution
The initiation of the dissolution procedure for a SASU is an important step. The sole shareholder cannot go back once this has been initiated. Since they are the only one holding the capital shares, it is naturally up to them to make this decision to close the SASU without activity. Therefore, it is no longer necessary to convene a general assembly as in a SAS or an LLC. Nevertheless, the drafting of a minutes of dissolution is unavoidable to formalize this decision. Moreover, the sole shareholder must appoint a liquidator when closing their company. Their role is to inform them about the formalities to follow, their powers, and their limits. This can be a lawyer, a notary, or even themselves (if they wish).
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The publication of a legal announcement of dissolution
This legal announcement of SASU dissolution must be published in a JAL or Journal of legal announcements. It thus serves to inform third parties about the closure of the SASU without activity. The notice in question must appear within 1 month after the decision to dissolve the SASU. It must include some mandatory information such as:
- the address of the registered office of the SASU;
- its corporate name;
- its SIREN number;
- its registration number with the RCS;
- the amount of capital, etc.
The filing of the SASU dissolution on the single-window platform
In the case of cessation of activity of the SASU, the early dissolution is an appropriate solution for amicably closing the company. The 3rd step of this procedure involves filing a SASU dissolution file on the single-window platform for businesses. This file must include a number of elements such as the certificate of publication of a dissolution notice in a legal announcements journal, a minutes that contests the decision to close the SASU and appoint a liquidator, a copy of a valid identification document of the liquidator, and a sworn declaration attesting that the SASU and the liquidator are not subject to any conviction. Once the file is received by the competent commercial court, an analysis will be conducted before a decision is made. This allows for the validation or rejection of the steps for closing the SASU without activity.
The execution of the liquidation procedure
Once the dissolution decision is validated, it is now time to begin the amicable liquidation. The liquidator generally has a period of 3 years to carry it out, but this procedure can very well be settled in a few months depending on the size of the company. Thus, during this period, all assets (real estate and movable property) of the company must be sold to repay customer debts and other liabilities.
At the time of the liquidation closure (liquidated assets and recovered debts), the liquidator must finalize the accounts. Two scenarios are possible:
- the sole shareholder receives a “liquidation deficit” if a financial loss is recorded;
- the sole shareholder receives a “liquidation surplus” if there is a financial surplus.
The drafting of a liquidation minutes
The liquidator responsible for closing a SASU without activity must convene the sole shareholder to verify and approve the liquidation accounts of the company. After that, they must draft a minutes that includes the following elements: the report approving the accounts, the SASU liquidation report, and the consideration of the deficit or surplus liquidation.
The publication of a legal announcement of liquidation
As with the SASU dissolution, the legal announcement of liquidation must only be published in a Journal of legal announcements (JAL), within 1 month following the decision of the liquidation closure.
The filing of the deregistration file
The deregistration file or liquidation closure must also be filed on the single-window platform. It must present a liquidation minutes, a certificate of publication of a closure notice, and the liquidation accounts of the company (certified).
What are the other options for a SASU without activity?
If a SASU finds itself without activity or in cessation of activity, it is also possible to consider:
The temporary suspension of the company
This solution concerns companies that have ceased their activity during their social life. During their temporary suspension, they are thus closed temporarily but must still comply with certain judicial, fiscal, and accounting obligations. At the end of this period, the sole shareholder can decide to permanently close the company or resume activity.
The sale of the company
This involves selling the company’s shares to a person who will operate its activity. It can also involve selling its business assets to another company.
What are the consequences of a SASU without activity?
A SASU without activity or in cessation of activity is a company that does not operate its social purpose. Thus, it can become a real financial burden for the sole shareholder. This is why it is advisable to proceed with its amicable dissolution if the latter no longer intends to resume its activity.