- Governance - Commitments
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To be calculated
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Theoretical penalty(s) of non-compliance subject to the judge's discretion and, where applicable, to certain conditions
- 1 InvalidityInvalidity of deliberations
- 1 Damage to reputationRisk of inconsistency with company values - Responsible Governance
Ordinary general meeting (OGM) on the liquidation of the company
Scope of application
Competent body (sole shareholder or group of shareholders) of any commercial company (or company considered as so), wishing to voluntarily terminate the life of the company and proceed with its liquidation.
Description
At the end of the liquidation, the liquidator calls the associates to an Ordinary General Meeting (AGM) to deal with the following matters:
The liquidation accounts reveal either a liquidation surplus, representing the sum to be shared between associates after payment of creditors and personnel, or a liquidation deficit.
In the case of a liquidation surplus, the liquidation minutes must be registered with the company's local tax office (Service des Impôts des Entreprises - SIE), and the surplus is taxed at 2.5%.
However, it is important to note that single-member simplified joint stock companies (SASU) and single-member limited liability companies (EURL) are not subject to this taxation on liquidation surpluses.
The shareholders'/partners' decision to approve the liquidation accounts, certified by the liquidator, must be recorded in the minutes of the general meeting.
- Examine and approve the final liquidation accounts prepared by the liquidator;
- Discharge the liquidator, i.e. approve his management during the liquidation period;
- Discharge the liquidator from his duties;
- Formally close the liquidation.
The liquidation accounts reveal either a liquidation surplus, representing the sum to be shared between associates after payment of creditors and personnel, or a liquidation deficit.
In the case of a liquidation surplus, the liquidation minutes must be registered with the company's local tax office (Service des Impôts des Entreprises - SIE), and the surplus is taxed at 2.5%.
However, it is important to note that single-member simplified joint stock companies (SASU) and single-member limited liability companies (EURL) are not subject to this taxation on liquidation surpluses.
The shareholders'/partners' decision to approve the liquidation accounts, certified by the liquidator, must be recorded in the minutes of the general meeting.
Please note: if the closing shareholders' meeting is unable to deliberate or refuses to approve the liquidator's accounts, the liquidator or any other person concerned may refer the matter to the Commercial Court, which will be responsible for ruling on the liquidator's accounts and deciding on the closing of the liquidation, thus replacing the shareholders' meeting.
Authority
Commercial court
Responsible(s)
Représentant légal de l'entreprise
Partner / Manager
Community of the shareholders
Liquidator
