Procedures on De-registration and Liquidation in France

What are  the necessary procedures for dissolving a foreign-owned subsidiary in France?What are the documents that need to be submitted to the tax office when dissolving a company in France ?

Email: par4ww@evershinecpa.com
Manager Zhu, speak in French English and Chinese

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What is the logic behind the deregistration and liquidation process of a foreign-owned company in France?

The dissolution and liquidation procedures in each country may seem very complicated and difficult to understand at first glance.

When a foreign-owned company is established in France, it needs to register with the Trade and Companies Register (RCS).
After the company is established, obtains an RCS number and SIREN number, which is a unique identification number used for financial transactions and regulatory reporting.
In contrast, when you decide to close your company, you also need to declare it to the Trade and Companies Register (RCS) to cancel the RCS number and SIREN number.

After the approval of the Trade and Companies Register (RCS),
Register for tax with the General Directorate of Public Finance (DGFiP) and obtain an income tax number.
Then apply for a VAT number from the General Directorate of Public Finance (DGFiP).
Depending on the nature of your business, you may need to obtain a business license or permit for your specific business.
Finally, you need to obtain a social security number from the National Health Insurance Fund for Salaried Workers (CNAM), French National Old-Age Insurance Fund (CNAV) and French National Family Allowance Fund (CNAF),
and finally open a bank account.

Conversely, when closing a business,
Report on the company’s dissolution to the General Directorate of Public Finance (DGFiP) and complete the relevant tax procedures.
Finally, the relevant agencies need to be notified to cancel the income tax number, the VAT number, the business license or permit for the specific business, the payroll accounts, and the cancellation of the bank account.

In addition to the cancellation of various certificate numbers, when a foreign-funded company is dissolved, it is necessary to appoint a Liquidator to supervise the procedure, evaluate and value the company’s assets and liabilities, pay off outstanding debts and obligations, and sell the company’s assets, according to Statutory priorities distribute proceeds of sale to creditors and shareholders.

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What are the necessary procedures for dissolving a foreign-owned subsidiary in France?

1. General meeting:
   • The general meeting of dissolution will decide on the early dissolution of the company and also to appoint a liquidator and set his powers and obligations.
2. Publication of the notice of dissolution:
   • A notice of dissolution must be published in a newspaper through the legal announcements by the legal representatives of the company, within one month from the date of dissolution.
3. The statement of change:
   • A request for modification of the registration must be submitted to the one-stop shop for business formalities within the month following the date of dissolution of the company on a standard form (form M2).
4. The request for modification of the registration in the trade and companies register:
   • The documents must be filed by the court office.
5. Disposal of assets & settlement of debts:
   • Liquidator will sell off the assets, collect the debts and pay all the debts of the company.
   • The liquidator is required to report to the partners on the accomplishment of his mission, at least once a year in the form of a report.
   • When the liabilities have been cleared and the assets sold, the liquidator must then establish the liquidation accounts and then ask the partners to decide on the closure of the liquidation operations.
6. Closing minutes of the liquidation operations:
   • The following must be decided by partners:
   • Approve the liquidator’s report, the liquidation accounts, and the result.
   • Decide on the treatment of the bonus or the liquidation mali.
   • Record the closing of the liquidation, terminate the functions of the liquidator, and give power to carry out the formalities for the closing of the liquidation operations.
7. Declaration of results and payment of taxes:
   • Within 60 days following the closing of the liquidation. A declaration of results must be sent to the tax authorities.
   • The last taxes and duties must be paid when due.
   • It is mandatory to calculate VAT on all transactions that have not yet been declared on the date of cessation.
   • The tax for which the company is liable must be paid at the same time as the declaration.
8. Deregistration:
   • The publication of the notice of closure of the liquidation operations in the journal of legal announcements.
   • An M4 form must be completed to request deregistration of the company.
   • A deregistration request on the one-stop shop for business formalities.
   

   Submit

   https://www.frenchbusinessadvice.com/liquidation-dissolution-france/

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What are the documents that need to be submitted to the tax office and other government competent units when dissolving a company in France?

When dissolving a company in France, there are specific documents that need to be submitted to the government units.
These documents are important to ensure that all matters are properly addressed as part of the dissolution process.
Here are some of the key documents that may need to be submitted:

2. Publication of the notice of dissolution:
• The notice must contain the following information:

• The company name.
• The legal form of the company, the amount of shares
• The address of the registered office and the registration number of the company (SIRET)
• The reason of the dissolution
• The contact details of each liquidator
• Limitations on the powers of the liquidator
• The registry with which the deeds and documents relating to the liquidation will be filed.

4. The request for modification of the registration in the trade and companies register:
• A copy of the minutes of dissolution
• A statement of change (form M2)
• An attestation of the publication of the notice of anticipated dissolution in the legal announcements journal
• A declaration of non-conviction for the liquidator (only if the liquidator us not the manger if the company)
7. Declaration and taxation of profits:
• Profits made since the end of the last financial year ended up to the date of transfer or termination.
• Profits subject to tax deferment and capital gains realized on the occasion of the cessation of activity on the sale of fixed assets.
• Within 60 days following the cessation, transmit electronically a final declaration of results for companies subject to the real regime.
• For companies subject to income tax, this tax is temporary, any amount of tax claimed at the time of termination is then deducted from income tax calculated on all income received during the year.
• If the activity was subject to VAT, it is necessary to upload a declaration:

• CA 3 (real normal regime) within 30 days of termination
• CA 12 (simplified real regime) within 60 days of termination

8. Deregistration:
• A copy of the deed recording the closing of the liquidation operations certified true by the liquidator.
• A deregistration declaration (form M4)
• A copy of the liquidation accounts certified true by the liquidator
• The certificate of publication of the notice of closure of liquidation in the journal of legal notices.

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