Procedures Guide

The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.

Dissolution following merger of all holdings into one place

This situation does not lead to the immediate dissolution of the company. However, regularisation (new partners or, conversely, opening of liquidation) must be carried out within a period of one year (Article 1844-5 of the Civil Code).

The completed file allowing for the modifying formality by the company in the Trade and Companies Register (RCS) must be filed either:

  • at the competent Commercial Formality Centre (CFE); or
  • directly at the registry office of the commercial courtin application of Article R. 123-5 of the Commercial Code (procedure known as "Article 3" of Decree No. 96-650 of 19 July 1996).

N.B. : the merger of all holdings in one place may lead to simplified dissolution, without liquidation. It brings about the global handover of the business assets to the sole partner, but this procedure only applies when the sole partner is a legal entity (last paragraph of Article 1844-5 of the Civil Code).

Steps preliminary to the filing of the formality

Register the legal instrument of the company noting the dissolution by global handover of the business assets to the tax office.

Publish a notice of modification in a journal of legal announcements.

Documents to be attached to the file

Legal instruments to be produced by annex to the RCS

A copy of the legal instrument of the company noting dissolution following merger of all company holdings in one place, stamped and recorded with the tax office, and certified as conforming by the legal representative.

If the sole partner is a legal entity not registered in a public registry or falls under a non-member country of the European Union, attach a copy of its current articles translated into French, if applicable, and certified as a true copy by its legal representative. This legal instrument is provided only if this sole partner is declared to the Trade and Companies Register (RCS) in place of the manager.

Supporting documents

The M2 printed forms duly completed and signed.

An original power of attorney of the manager if such did not sign the M2 forms. This power comes from the legal representative of the sole partner is the latter is declared to the Trade and Companies Register in the Place of the manager of the company to be dissolved.

A certificate of publication of the notice of modification in a journal of legal announcements.

If the sole partner is declared in place of the manager, furnish an original extract from the Trade and Companies Register for the sole partner dated within at least three months, or any official document demonstrating her/his legal existence if not registered in the Trade and Companies Register.

Prices

Attach a cheque for 205.50 euros.

Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.

Cost breakdown for this formality

Registry office fees (including filing fees: €7.80)

VAT

INPI

BODACC

€65.00

€13.00

€11.80

€115.70

If the business has one (or several) establishments registered at the Trade and Companies Register (RCS) territorial jurisdiction of which resides in another court: ad 51.48 euros for this dissolution formality (multiplied by the number of secondary registrations).

For each secondary registration

Notification fees

VAT

INPI

BODACC

€42.90

€8.58

€0.00

€0.00

Registry office fees: postage fees of extracts included. INPI: National institute of industrial property (paid by the registry office). BODACC: Bulletin Officiel des Annonces Civiles et Commerciales (Official Journal of Civil and Commercial Announcements) (paid by the registry office).