We Offer Strategic Legal Services
Amicable Dissolution & Liquidation made simple with our legal experts
Wind down your French company legally, cleanly, and without surprises. Our French corporate lawyers and paralegals handle the full amicable dissolution and liquidation process from start to finish: drafting the dissolution decision, appointing the liquidateur, managing creditor settlements, publishing the required legal notices, and filing the radiation with the Commercial Court Registry.
Why Choose Amicable Dissolution & Liquidation in France?
Amicable dissolution (dissolution amiable) is the voluntary, shareholder-driven procedure to permanently close a French company that is solvent — meaning it can pay all its debts. It is the legally correct path when shareholders decide to cease activity together, in an organised and consensual way.
It is distinct from judicial liquidation (liquidation judiciaire), which is a court-ordered insolvency procedure triggered when a company is insolvent and unable to pay its liabilities. Choosing the amicable route while the company is still solvent protects shareholders, avoids judicial oversight, and preserves everyone’s reputation.
A complete amicable closure involves two distinct phases:
- Dissolution: the shareholders vote to end the company’s activity and appoint a liquidateur (liquidator) to manage the wind-down, or
- Liquidation: the liquidateur realises the company’s assets, pays creditors, and distributes any remaining boni de liquidation (liquidation surplus) to shareholders.
Both phases must be formalised by written resolutions, legal gazette publications, and registry filings with the Commercial Court Registry (RCS). Once the second filing is complete, the company is radiated — it ceases to exist as a legal person.
It is also essential to properly manage pending contracts, employee obligations, tax declarations, and VAT deregistration as part of a complete and compliant closure.
Choosing the amicable route while solvent protects shareholders from personal liability, avoids judicial appointment of a court-supervised liquidator, and gives the founding team full control over the wind-down timeline and outcome.
Main Advantages:
Full control: shareholders manage the process at their own pace, without court intervention.
Protection from liability: a properly conducted amicable liquidation limits exposure of directors and shareholders to residual claims.
Clean exit: company is formally struck off the register, ending all ongoing legal, tax, and social obligations.
Asset recovery: any surplus after debts are paid is distributed to shareholders as boni de liquidation.
Credibility preserved: an orderly amicable closure is viewed by banks, partners, and future counterparties as a professional and responsible exit.
An amicable dissolution gives you full ownership of the end of your French venture — protecting your interests, satisfying your obligations, and closing the chapter with legal certainty.
How to Dissolve and Liquidate a French Company Amicably?
Closing a French company through the amicable route follows a structured two-phase legal process. With FrenchCo.lawyer, everything is managed for you in five clear, legally compliant steps:
Gathering Key Information
We collect the essential details: company identification (name, SIREN, entity type), current shareholding structure, identity of the proposed liquidateur, list of outstanding assets and liabilities, pending contracts and employee situation, and tax status.
Dissolution Decision & Liquidateur
Our lawyers prepare the required documents: the extraordinary shareholders' resolution (or sole shareholder's decision) dissolving the company and appointing the liquidateur, the mandate of the liquidateur, and the first legal gazette publication notice announcing the dissolution.
Conducting the Liquidation Operations
We assist the liquidateur in managing the liquidation phase: realising remaining assets, settling creditor claims, terminating pending contracts, handling employee obligations, filing final tax and VAT declarations, and closing bank accounts. We ensure all third-party formalities are properly completed.
Closing Liquidation & Registry Filing
Once operations are complete, our lawyers prepare the final shareholder resolution approving the liquidation accounts, granting quitus to the liquidateur, and formally closing the liquidation. The second legal gazette publication is filed, and the full dossier is submitted to the Commercial Court Registry for radiation.
Delivery of the Radiation Certificate
Once validated by the registry, you receive the official confirmation that your company has been struck off the Registre du Commerce et des Sociétés (RCS). From this moment, the company ceases to exist as a legal person.
With FrenchCo.lawyer
Your file is handled end-to-end by French corporate lawyers and trained paralegals. We ensure that every resolution, publication, and filing complies with current French corporate law, minimising errors, delays, and residual liability. Our process is transparent, sequenced, and fully secure — so you can focus on your next chapter while we handle every stage of your company's legal closure.
Have Queries ?
What We Need From You to Close Your French Company?
To proceed with the amicable dissolution and liquidation of your company, please provide:
Current Company Details
Company name, registration number (SIREN), legal form (SARL, SAS, SASU, EURL, SCI, etc.), registered office address, and a copy of your latest Kbis extract and current bylaws.
Shareholder and Liquidateur Information
Full identity and address of all shareholders and the proposed liquidateur (who may be a shareholder, a director, or a third party), along with supporting identity documents. The liquidateur will sign the liquidation accounts and be responsible for the wind-down.
Financial and Operational Position
A statement of the company's assets and liabilities, list of any outstanding debts, pending contracts, ongoing employment relationships, and the status of all tax and VAT obligations. This allows us to assess the appropriate liquidation timeline and advise on any risks.
Confirmation of Solvency
Amicable dissolution is only available to solvent companies. You must confirm — or we will verify with you — that the company's assets are sufficient to cover all its debts. If not, a different legal path (such as procédure amiable or insolvency proceedings) may be required.
And Then?
Once we receive these elements, our lawyers handle the entire process: they draft and register the dissolution decision, manage the liquidation operations, publish the two required legal notices, and file the radiation dossier with the Commercial Court Registry. Within a few weeks, you receive confirmation that your company has been formally and permanently struck off the French register.
Amicable Dissolution & Liquidation Simple Process, Clear Budget
Flat legal fee starting from €999 excl. taxes
Additional mandatory costs: two legal gazette publications + court registry fees for dissolution and radiation filings
No hidden costs, no unpleasant surprises
Our commitment:
we are lawyers and accountants
not brokers of software or resellers of add-ons.
We deliver real expertise, not automated forms.
Have Queries ?
Why Choose Us?
We Deliver Transparent, Lawyer-Led Accounting & Tax Support
Integrated expertise: Our lawyers and accountants work together to ensure your records and filings meet French GAAP and legal standards.
Accurate and compliant: We manage your accounts, VAT, and tax declarations with precision and reliability.
Tailored advice: Get clear guidance on tax optimization, remuneration, and business structure.
Bilingual support: Communicate easily in English or French, with responsive and professional service.
Let us handle your accounting and tax compliance — so you can focus on growing your business.
Contact Us
Have Queries ?
Understanding Amicable Dissolution & Liquidation in France
What is the difference between dissolution and liquidation in French law?
Dissolution and liquidation are two distinct, sequential phases of the same closure procedure.
Dissolution is the decision — the shareholders’ vote (or sole shareholder’s unilateral decision) to permanently end the company’s activity. From this moment, the company enters a state of liquidation. It retains its legal personality solely for the purposes of winding down.
Liquidation is the operational phase — during which the appointed liquidateur realises assets, pays creditors, terminates contracts, files final tax declarations, and distributes any surplus to shareholders. Once the liquidation accounts are approved, the liquidateur files for radiation, and the company ceases to exist.
Both phases require distinct legal formalities, resolutions, publications, and registry filings. Conflating or skipping steps is a common error that can leave directors exposed to personal liability.
What are the tax obligations at the time of amicable dissolution?
Closing a French company triggers several final tax obligations that must be completed within strict deadlines:
- Corporate income tax (IS): a final liasse fiscale must be filed for the period from the last closed financial year to the date of dissolution, and again for the liquidation period. Deadlines are 60 days from the dissolution date for each period.
- VAT: a final VAT return must be filed and the company must formally apply for cessation d’activité with the French tax authorities (Service des Impôts des Entreprises). The VAT number is deactivated upon radiation.
- CFE and CVAE: assessed on the basis of activity during the year of closure; final payment or regularisation is required.
- Boni de liquidation: any surplus remaining after all debts are paid is subject to a 30% prélèvement forfaitaire unique (PFU — flat tax) in the hands of individual shareholders (12.8% income tax + 17.2% social levies), unless the progressive scale is elected. Specific abattements may apply in certain cases.
Failure to file within the statutory deadlines exposes the company — and potentially the liquidateur — to late penalties and interest. Our team coordinates with your accountant to ensure all final declarations are correctly timed and filed.
How does amicable dissolution differ from judicial liquidation?
| Amicable Dissolution | Judicial Liquidation | |
Trigger | Voluntary shareholder decision | Court order (company insolvent) | |
Solvency | Company must be solvent | Company cannot pay its debts | |
Control | Shareholders appoint liquidateur | Court appoints mandataire judiciaire | |
Timeline | Flexible — weeks to months | Supervised — typically 12–24 months | |
Cost | Predictable flat legal fees | Court fees + judicial officer fees | |
Outcome | Clean radiation; boni distributed | Assets realised for creditor benefit | |
Director liability | Limited if process followed correctly | Potential personal liability if fault found |
The fundamental rule: choose amicable dissolution while the company is still solvent. Waiting until the company is insolvent — and then proceeding as if it were still solvent — exposes directors to criminal and civil liability for banqueroute (fraudulent trading) and insuffisance d’actif.
Practical Roadmap: Dissolve and Liquidate in 5 Steps
- Confirm solvency: verify that assets cover all debts before proceeding.
- Hold the dissolution meeting: shareholders vote to dissolve, appoint the liquidateur, and authorise the first legal notice.
- Publish and file the dissolution: legal gazette notice + M2 filing with the Commercial Court Registry.
- Conduct liquidation operations: settle all debts, terminate contracts, complete tax declarations, and realise assets.
- Close the liquidation: approve the final accounts, publish the second legal notice, file the radiation dossier, and receive the strike-off confirmation.
Who can be appointed as liquidateur in an amicable dissolution?
The liquidateur is appointed by the shareholders in the dissolution resolution. French law gives considerable flexibility:
- A shareholder of the company may serve as liquidateur — this is the most common choice for closely held companies.
- A director or former director (gérant, président) may be appointed.
- A third party — such as a lawyer or accountant — may be appointed where neutrality or expertise is required.
The liquidateur must be identified by name in the dissolution resolution and the Kbis is updated to reflect the appointment. The liquidateur has the power to represent the company during the liquidation phase, sign agreements, settle debts, and ultimately approve and file the final accounts.
Can a foreign national or non-resident be the liquidateur?
Yes.
There is no requirement for the liquidateur to be a French national or resident. A foreign shareholder, a non-resident director, or a foreign legal entity can lawfully serve as liquidateur of a French company, subject to their capacity to manage the practical obligations — signing documents, responding to registries and tax authorities.
In practice, where the liquidateur is based abroad, our lawyers act as their operational point of contact in France, coordinating all formalities on their behalf.
What happens to employees when a company is dissolved?
If the company has employees at the time of dissolution, the amicable liquidation triggers mandatory obligations under French employment law:
- Each employment contract must be terminated through a lawful redundancy procedure (economic dismissal — licenciement économique), or through a negotiated termination (rupture conventionnelle) where eligible.
- Employees are entitled to their notice period, severance pay (indemnité légale ou conventionnelle de licenciement), and all accrued holiday pay.
- The applicable collective bargaining agreement (convention collective) may impose enhanced obligations.
- If the company has 10 or more employees and the closure qualifies as a projet de licenciement économique collectif, specific information and consultation obligations with the comité social et économique (CSE) apply before any notice can be given.
The liquidateur bears personal responsibility for complying with these obligations. Our employment lawyers advise on the full sequence to ensure that the closure of employment relationships is conducted lawfully and without residual liability.
What is the typical timeline for an amicable dissolution and liquidation?
The total duration depends on the company’s situation, but a typical timeline is:
- Simple closure (no employees, no disputes, simple asset/liability position): 4 to 8 weeks from initial instructions to radiation.
- Moderate complexity (pending contracts, one or two employees, minor outstanding creditors): 2 to 4 months.
- Complex closure (multiple shareholders, significant assets, employment disputes, tax regularisation required): 4 to 12 months.
Our lawyers provide a realistic timeline assessment at the outset, based on your specific situation, so there are no surprises.
What is the boni de liquidation and how is it calculated?
The boni de liquidation is the surplus remaining after all of the company’s debts — including taxes, employee obligations, and creditor claims — have been fully settled.
It is calculated as: total assets realised − total liabilities settled − share capital reimbursed = boni de liquidation.
This surplus is distributed to shareholders in proportion to their shareholding (unless the bylaws or a shareholders’ agreement provide otherwise). It is subject to French tax at 30% PFU for individual shareholders, reduced by a 60% abattement if the shares have been held for at least two years and certain conditions are met (notably for shares acquired before 1 January 2018 under the option for progressive taxation).
If liabilities exceed assets — i.e., there is a mali de liquidation (deficit) — the amicable route is no longer available and restructuring or insolvency advice is required immediately.
Have a Question?
Speak directly with our French accounting and legal experts for a Free Initial Consultation — tailored to your company’s needs.
Manage Your French Accounting with Ease
Let our bilingual accountants and lawyers handle your bookkeeping, VAT, and tax filings — fully compliant, stress-free, and on time.
More About Amicable Dissolution & Liquidation in France
Can a SASU, SARL, SAS, or EURL all be closed by amicable dissolution?
Yes. The amicable dissolution procedure is available to all French commercial company forms — SARL, EURL, SAS, SASU, SCI, and others — provided the company is solvent.
What documents will I need?
You will need: latest Kbis extract, current bylaws, most recent approved accounts, list of assets and liabilities, identity of all shareholders and the proposed liquidateur, and confirmation of tax and social contribution status.
Do I need to publish in a legal gazette?
Yes — twice. A first publication is required upon the dissolution decision, and a second upon the closing of the liquidation. Both are mandatory under French law.
How long does the process take?
On average, 4 to 8 weeks for a simple closure from document preparation to radiation certificate. More complex situations may take longer.
Can I dissolve my French company remotely?
Yes. All resolutions, filings, and publications can be handled digitally with electronic signatures and remote identity verification. You do not need to be physically present in France.
What are the typical costs?
Our flat legal fee applies, plus two mandatory legal gazette publication fees and court registry filing fees for the dissolution and radiation — no hidden extras.
What happens to the company's bank account?
The bank account must remain open throughout the liquidation phase to receive incoming payments and settle outstanding liabilities. It is closed once all operations are complete and the final accounts are approved.
What if the company has no activity and no debts — is the process simpler?
Yes. A dormant company with no assets, no liabilities, no employees, and no pending obligations can be closed quickly through a simplified transmission universelle de patrimoine (TUP) procedure if it is wholly owned by a single corporate shareholder, or through standard dissolution if conditions are met. Our lawyers advise on the most efficient route for your specific situation.
