Demarches-Simplifiees

Minutes for the dissolution and liquidation of a company

Early dissolution is the decision by which the associes (partners) put an end to the life of their company before the term set by the statuts (articles of association). It opens the liquidation phase, during which a liquidator realizes the assets, settles the liabilities and prepares the distribution of the surplus or the acknowledgment of the deficit. These minutes of an extraordinary general meeting record the dissolution decision, the appointment of the liquidator and the setting of the liquidation office. They must be filed with the greffe (registry) of the commercial court and published in a legal announcements journal, an essential prerequisite for striking the company off the register. This form is in English, but the document is generated in French, ready to sign and use in France.

Note: the questionnaire is in English; the generated document is in French.

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Frequently asked questions

What formalities apply after the dissolution minutes?

After signing the minutes, you must publish a dissolution notice in a journal authorized to receive legal announcements, then file the dissolution application on the guichet unique (single window, INPI). The company then keeps the mention "in liquidation" in its full name and all its documents.

What is the role of the liquidator?

The liquidator represents the company throughout the liquidation period. They realize the assets (sale of property), settle the debts, collect the receivables, then draw up the liquidation accounts. Finally they convene the closing meeting that rules on the liquidation surplus or deficit.

Are dissolution and liquidation the same thing?

No, they are two distinct stages. Dissolution is the decision that ends the activity and opens the liquidation period. Liquidation is the operation that follows: it allows the accounts to be settled. Striking off the register occurs only after the close of the liquidation.

Can a company without debts be dissolved more simply?

When a single-member company (EURL, SASU) whose sole associe (single member) is a legal entity is dissolved, there may be a universal transfer of assets without liquidation. For other cases, the dissolution then liquidation procedure remains the normal path, even in the absence of debts.

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