Closing a French SARL: How Liquidation Ends, What Must Be Filed, and Who Can Still Sue

When a French Société à responsabilité limitée (SARL) is dissolved, the company does not vanish overnight. It enters a legal interlude—liquidation—during which a liquidator realizes assets, settles liabilities, and prepares the ground for the company’s disappearance from the Registre du Commerce et des Sociétés (RCS). The very last step is the closure of the liquidation and the company’s deregistration. This article explains, in practical legal terms, what must happen at the end of liquidation: how and when shareholders meet, what to do if they refuse accounts, what gets published and filed, how the RCS handles the request for deregistration, what recourse remains for creditors and other third parties, how residual assets are shared among shareholders, how interim distributions are handled, and the tax consequences (with a focus on SARL subject to corporate income tax).

1. The Shareholders’ Closing Meeting: What It Must Decide and What Happens If It Fails

French law expects the liquidation to end with a formal decision of the shareholders. The liquidator calls a final meeting to have three points recorded: approval of the final accounts, quitus (approval) of the liquidator’s management and discharge of the mandate, and a formal acknowledgment that liquidation is closed. This is the “closing meeting.” If the liquidator neglects to convene it, or if management anticipates a deadlock, any shareholder may ask the President of the Commercial Court (ruling in summary proceedings) to appoint a court-mandated convening agent to call the meeting on the company’s behalf. The statutory basis for that procedural safety valve is C. com. L. 237-9 and R. 237-5.

Two practical difficulties recur. First, the meeting may fail to deliberate because quorum or majority is not reached. Second, the meeting may refuse to approve the liquidator’s final accounts. In either case, the liquidator—or any interested party—may petition the Commercial Court to rule in place of the shareholders on the final accounts and, where appropriate, on the closure itself. Procedurally, the liquidator files the final accounts with the registry of the Commercial Court (the “greffe”), where any interested person can inspect them and obtain a copy at cost; the court then adjudicates on the accounts and, if conditions are met, pronounces closure in lieu of shareholder approval (see C. com. L. 237-10 and R. 237-6). In practice, judges scrutinize whether liabilities are fully accounted for or provisioned and whether any litigation or contingent exposures are properly addressed. If not, they will refuse closure and require corrective steps.

Once closure is decided—either by the shareholders or the court—the liquidator must publish a “closure notice” in a newspaper authorized to carry legal announcements (the same type of outlet that carried the notice of appointment of the liquidator). This publication requirement is set by C. com. R. 237-8. Publication is not a mere formality. It evidences the end of the operational life of the company and is one of the two essential supports for deregistration at the RCS (the other being the filing of final accounts and resolutions).

Practical tip. Do not wait until the last week of the three-year liquidation period to convene the closing meeting. If shareholders are scattered, unresponsive, or hostile, you will need time to obtain a court-appointed organizer or, failing that, a court ruling on the accounts. Late filings invite a refusal to deregister and can expose the liquidator to personal criticism for “clôture précipitée” (premature closure) or, conversely, inertia.

2. Deregistration at the RCS: What the Clerk Checks and Why Refusals Happen

Deregistration is not automatic. The RCS clerk (greffier) will only process the request once the liquidator proves that both pillars are in place: (i) deposit of the final accounts and of the shareholders’ decision on those accounts, quitus, discharge and closure, or the court decision pronouncing closure and approving the accounts; and (ii) publication of the closure notice in an authorized legal journal. This is the logic of C. com. R. 237-9.

Refusals are common when the dossier is incomplete. Two recurring issues seen in practice:

• The minutes filed do not contain an explicit quitus (approval of management) or a discharge of the liquidator’s mandate. The registry’s coordination committee has stated that, in such a case, the clerk must refuse deregistration. The same applies when the publication proof is missing (see CCRCS opinions 2015-01 (5 Feb. 2015) and 2018-11 (19 Dec. 2018)).

• The final accounts do not reflect a full apurement of liabilities or adequate provisions for pending litigation, guarantees, or tax exposures. When the court had to step in and decide in place of the shareholders, it will have already checked these points; when the shareholders approve, the clerk examines formal regularity, but unanswered creditor challenges can still derail the process.

Opposability to third parties is also central. Even if the closure notice has been published in the legal journal, the closure is not opposable to third parties until the RCS entry is updated. In one case, a creditor served a writ on a company after the legal journal publication but before the RCS deregistration date; the Court of Cassation held the closure inopposable to that creditor on that date (Cass. com., 18 Dec. 2007, no. 06-18936). The takeaway is simple: publication plus deregistration is the couple that makes closure effective against outsiders. Plan your defense strategy accordingly.

There is also a mechanism for automatic deregistration. If the RCS has noted the dissolution and a company lingers in liquidation beyond the deadline set in the statutes, or—by default—beyond three years, the clerk may deregister the company ex officio. The liquidator may request extensions one year at a time by filing an amending registration if liquidation needs more time (see C. com. R. 123-131). In parallel, Civil Code art. 1844-8 empowers the public prosecutor or any interested party to seize the Commercial Court to force the completion of liquidation if three years elapse from dissolution without closure.

3. Can Creditors Still Sue After Closure? Against Whom and How?

Closure does not wipe out wrongful acts. Third parties preserve their right of action against the liquidator for faults that caused them loss, subject to limitation. Actions against non-liquidator shareholders (or their surviving spouses, heirs or assigns) are governed by a five-year limitation starting from publication of the dissolution on the RCS (C. com. L. 237-13). The liquidator’s personal civil liability follows its own limitation rules (generally three years from the harmful act or its discovery, or ten years if the act is criminal in character), but those rules concern the liquidator’s liability and are not the focus here.

What if a debt surfaces after closure? French case law admits that the liquidation can be reopened to resolve residual corporate rights and obligations. Technically, the company is deregistered and the liquidator’s mandate has ended; therefore, a court must appoint a mandataire ad hoc to represent the dissolved company in the reopened process. The Court of Cassation has confirmed this path repeatedly (Cass. com., 26 Jan. 1993, no. 91-11285; Cass. civ. 3e, 31 May 2000, no. 98-19435; Cass. com., 19 June 2001, no. 98-18616). Reopening is not retroactive resurrection; it is a procedural tool to finish unfinished business.

A creditor may also choose to sue the former shareholders directly, but in a SARL their exposure is limited. By design (C. com. L. 223-1), SARL shareholders bear losses only up to the amount of their contributions. Post-closure, a direct action will therefore succeed only if the shareholder received a net distribution (the boni de liquidation) exceeding the amount of the unpaid debt. Courts ask a factual question: upon liquidation, were the shareholders refunded their contributions? If yes, and if they received a positive balance, that “excess” can be a source of recovery (Cass. com., 13 June 1984, no. 82-17080). In one example, a shareholder whose share of the liquidation balance exceeded the debt claimed by a creditor was condemned solidarily with another shareholder to pay that corporate debt (Cass. com., 3 July 2001, no. 98-20720). In a different line of cases, liability was upheld not because of shareholder status per se, but because of personal faults (e.g., environmental misconduct) committed after liquidation, which triggers ordinary tort liability (Cass. com., 20 Nov. 2007, no. 06-16933).

Finally, a creditor can still petition for the judicial liquidation of a company that has been dere­gistered after an amicable liquidation, provided the petition is filed within the special one-year window that runs, for legal persons, from the RCS deregistration date that follows publication of the closure (C. com. L. 631-5 and L. 640-5; Cass. com., 12 July 2016, no. 14-19694). Practically: check the date of deregistration (not only the press notice) before concluding that a year has lapsed.

4. Partition of Assets Between Shareholders: Methods, Preferences, and Indivision

After debts are settled and provisions booked, net equity remaining is allocated among shareholders. Unless the articles provide otherwise, the default rule is pro rata of capital holdings (C. com. L. 237-29). The partition is ordinarily amicable; a judicial partition becomes necessary in the event of deadlock or when an incapable party is involved. Civil Code art. 1844-9 sends the process to the general rules on partition between heirs, which supply the vocabulary and logic for real-life situations.

One frequent point is the attribution of specific assets. Shareholders can validly agree—either in the articles or by separate agreement—that a particular asset will go to a specific shareholder. If no such clause exists, any asset originally contributed by a shareholder that still exists in kind at the time of partition must be attributed to that shareholder if he or she so requests, subject to equalizing cash (soulte). This preferential attribution operates before other attributions. The same spirit animates the possibility for some or all shareholders to remain in indivision on one or several assets after closure; as to those assets, their relationships are henceforth governed by the indivision regime.

A special family law question arises upon post-community partition. Where spouses are under a separation of property regime and both hold shares, the rights attached to shares are personal to the spouse who is the shareholder. Only the economic value of the shares enters the community. At partition, the shares themselves can only be attributed to the spouse who is an actual shareholder (the one who exercised the personal rights), with a cash balancing to the other spouse for half of their value (Cass. civ. 1re, 4 July 2012, no. 11-13384). In practice: do not mix personal corporate rights with community accounting; the law separates them cleanly.

5. Interim Distributions and Unclaimed Sums: How Cash Moves Before and After Closure

Liquidation often generates cash before the final partition—sales of assets, settlement of claims—while litigation or audits remain pending. To avoid having dormant cash on the balance sheet for months, the liquidator may decide to distribute funds during liquidation, subject to creditor protection (C. com. L. 237-31). Because interim distributions can endanger the equal treatment of creditors and the integrity of provisions, the law imposes safeguards. The decision must be published in the same legal journal that carried the liquidator’s appointment and must be notified individually to shareholders (C. com. R. 237-16). Any interested party may, after a formal demand has gone unheeded, ask the President of the Commercial Court (summary proceedings) to rule on the opportunity for such a distribution.

When a distribution—interim or final—is decided, the sums earmarked for shareholders and creditors must be deposited within 15 days into a bank account opened in the name of the company in liquidation. Withdrawals require the signature of a single liquidator and are under the liquidator’s responsibility (C. com. R. 237-17). This creates a traceable audit trail and prevents mingling of funds. If, after closure, a former shareholder has received too much—for example, because a debt surfaced later—he or she remains liable to corporate creditors up to the amount unduly received during the partition (Cass. com., 8 Oct. 2013, no. 12-24825). That is the civil law safeguard against imprudent distributions.

Sums not claimed by their beneficiaries—shareholders or creditors—must be paid, one year after closure, into the Caisse des dépôts et consignations. Failure to comply is a criminal offence carrying a €150,000 fine (C. com. R. 237-18 and L. 247-7, 2°). Liquidators should diarize the one-year mark on the day closure is published; it is one of those administrative dates that, if missed, turns a routine cleanup into a regulatory headache.

6. Registration Duties in Practice (SARL Subject to Corporate Income Tax)

At dissolution, no transfer duty is due simply because the act records dissolution without transferring assets between shareholders or third parties (CGI art. 811, 2°). Registration is free in that scenario.

Things become more nuanced when assets are allocated to shareholders. If a shareholder receives, in partition, a specific asset he or she had originally contributed to the company à titre pur et simple, that re-allocation does not trigger transfer taxes or the droit de partage (the partition duty). However, if the asset is real property, the taxe de publicité foncière (real estate registry tax) applies at the global rate of 0.71498%. This is the “mutation conditionnelle des apports” doctrine: contributions that enjoyed free (or reduced/fixed) registration on entry return without transfer duty to the contributor on exit—but with real estate publication tax if immovables are involved.

By contrast, the allocation to a shareholder of an asset that he or she did not contribute (say, a business, a leasehold right, or real property acquired during the company’s life) is treated as a sale and taxed according to the nature of the asset on its full market value at partition.

When the company allocates assets acquired or created during its life pro rata to equity stakes, the droit de partage applies at 2.50%. The base is the gross value of the shared assets minus the debts burdening the undivided mass; amounts repaid to shareholders for current account loans are excluded from the base. The market value of assets controls valuation. If a shareholder receives more than his or her mathematical share and pays a soulte (balancing cash), the transfer duty is due on that soulte and on any realized capital gain. Moreover, assets that benefited from free or reduced registration at entry can incur transfer duties if, at partition, they end up with a shareholder other than the contributor—again a corollary of the mutation conditionnelle doctrine.

For single-member SARL (EURL), the appropriation of the entire net assets by the sole shareholder in exchange for the assumption of the company’s liabilities does not in principle trigger transfer duties. An exception arises when assets on the balance sheet were contributed by someone other than the shareholder now receiving them; that may alter the duty analysis and must be checked on a case-by-case basis.

7. Income Tax and Corporate Tax: The “Cessation of Business” and the Timing of the Final Return

For tax purposes, dissolution equals cessation of business. The company must compute and pay corporate income tax (IS) on: (i) the operating profit from the end of the last closed tax period up to the date of cessation, including the costs linked to liquidation and claims and debts born during liquidation; (ii) deferred profits (provisions and deferred products); and (iii) capital gains or losses on fixed assets (based on the sale price or value at dissolution minus net book value), including any deferred long-term gains. The company files and pays IS on that basis.

There are strict notification and filing deadlines. The company must notify the tax authorities of the cessation and the effective date via the electronic one-stop shop, generally within 45 days (or 60 days for non-commercial activities). It must file the final tax return within 60 days (or six months in case of death) with the tax center (see CGI art. 201 and 202; BOFiP-IS-DECLA-10-10-10, §220). These deadlines are short. In practice, liquidators should start assembling the tax file before the closing meeting.

A recurring practical question is how to cut the liquidation period for accounting purposes. If the liquidator prepares annual financial statements and convenes an annual meeting for their approval during the liquidation, each such period is treated as a separate tax year. If the liquidator is dispensed by court decision from annual accounts and meetings, the entire liquidation period becomes a single tax period. Even then, CGI art. 37 obliges the liquidator to declare each year the profit or loss realized during the prior year or since the last period taxed; the tax administration is entitled to issue annual assessments based on those interim declarations (see BOFiP-BIC-CESS-30-10, §10 and BOFiP-BIC-CESS-10-20-30, §260). Ultimately, the date of cessation is the date the final liquidation accounts are approved (CE, 11 Feb. 1987, no. 47157). From that date runs the 60-day window to file the final return. The administration then reconciles the final overall result with the sum of interim taxed results: if the final is higher, the difference is taxed immediately; if lower, a relief offsets the excess previously taxed.

8. The “Boni de Liquidation”: How Shareholders Are Taxed

Any amount allocated to a shareholder beyond the refund of paid-in capital and assimilated amounts is the boni de liquidation. For individuals, it is taxed as investment income (revenus de capitaux mobiliers) at the PFU (flat tax) unless an option is made for the progressive scale; social levies apply. The boni equals the difference between (i) the net liquidation proceeds received and (ii) the amount of actual or assimilated contributions that can be returned tax-free (CGI art. 109, 112, 120 and 161; BOFiP-RPPM-RCM-10-20-40, §50 and §120). If liquidation yields a loss (i.e., the shareholder is not fully reimbursed for contributions), that capital loss is not deductible from the taxable income of the individual shareholder (BOFiP-RPPM-RCM-10-20-40, §170).

Where shares are held on the balance sheet of an individual business or a transparent entity, the distribution may comprise both a distributed income component and a capital gain or loss component. The split depends on the book value of the cancelled shares and the amount of contributions.

There are quirks. For example, when spouses under separation of property are both SARL shareholders, the boni is determined by comparing, for both spouses together, the global reimbursement with the acquisition price of the entire block of shares they hold; a loss on one spouse’s block can be offset against the other spouse’s boni for the determination of the taxable boni (CE, 29 Apr. 2002, no. 212408).

As to timing, if the dissolution is not followed by liquidation (e.g., transformation is treated as creation of a new person), the boni is immediately taxable. Otherwise, when the company continues to exist for the needs of liquidation, tax is due only when the income is paid or credited to a shareholder’s account (CGI art. 158, 3, 1°; see recent appellate rulings on timing: CAA Lyon, 3 June 2021, no. 19LY04133; CAA Paris, 24 Sept. 2021, no. 20PA02867; CAA Bordeaux, 3 Nov. 2011, no. 10BX00513).

9. A Practical Roadmap for Closing—And Avoiding the Usual Pitfalls

In practice, a successful closure follows a concrete checklist. First, ensure all liabilities are paid or perfectly provisioned, including litigation, warranties, environmental exposures, employee claims, and tax audits. Second, make sure the final balance sheet reconciles with interim tax filings. Third, prepare clear minutes that explicitly approve the accounts, grant quitus, discharge the liquidator, and pronounce closure. Fourth, publish the closure notice in the authorized legal journal and file the full dossier with the RCS, including proof of publication. Fifth, plan for unclaimed sums and diarize the one-year CDC deposit deadline. Sixth, keep an eye on the one-year window for post-deregistration insolvency petitions by creditors.

If the shareholders refuse to approve the accounts or a meeting cannot be held, pivot quickly to the court route. File the final accounts with the greffe, petition the court to approve the accounts and pronounce closure, and—once the order is granted—complete publication and RCS filing. The court path can save months lost to shareholder paralysis.

Do not forget the third-party angle. Closure only becomes opposable to creditors upon RCS mention. If you are receiving threats of litigation, factor this timing into settlement strategy. If a late creditor appears after closure and deregistration, evaluate whether to request appointment of a mandataire ad hoc to handle the residual matter on behalf of the dissolved entity, or whether the creditor is in a position to sue former shareholders based on boni received.

On the tax side, do not compress all tasks into the final 60 days. Map the liquidation period into either annual accounting segments or a single period if the court dispenses with annual accounts. Track CGI art. 37 interim filings so you are not surprised when the tax office reconciles at the end. Confirm the PFU treatment for individual shareholders receiving the boni, and verify whether any withholding obligations apply depending on the shareholder’s tax residence.

Finally, keep records. Years after deregistration, disputes can revive in the form of guarantees, tort claims, or tax adjustments. The quality of the file—minutes, notices, proofs of publication, bank statements for distributions, ledger entries for provisions—will decide whether reopening is administrative housekeeping or prolonged litigation.

10. Conclusion

Closing the liquidation of a SARL is more than a signature ceremony. It is a legal sequence with mandatory decisions (approval of final accounts, quitus, discharge, closure), mandatory publications, and mandatory deregistration filings. It is also a risk filter: if provisions are too thin or minutes are incomplete, the clerk refuses deregistration; if liabilities are missed, reopening or shareholder pay-backs follow; if deadlines are overlooked, criminal fines can apply for unclaimed sums. And when creditors knock after closure, they still have pathways—reopening with a court-appointed representative, an action for the boni against former shareholders, or even a judicial liquidation petition within the statutory window following deregistration.

Handled properly, the end of liquidation produces a clean exit: creditors are satisfied or fairly provided for; shareholders receive what the law allows; the liquidator is discharged; the registry removes the entity; and tax closure proceeds on solid numbers. Handled poorly, closure becomes a launch pad for disputes that outlast the company. The difference lies in anticipation, documentation, and procedural discipline.

If you are a liquidator planning the closing meeting, a shareholder expecting distributions, or a creditor considering your options against a dissolved SARL, the path is navigable—provided each legal step is executed in the right order, with the right evidence, and on time.