A foreign shareholder can receive money when a French company is dissolved, liquidated and struck off, yet still discover that a substantial amount has been withheld before the transfer arrives in the foreign bank account. The key question is not whether the payment is called a capital reimbursement in the company’s accounts. It is whether the final distribution contains a boni de liquidation, the surplus remaining after the French company has paid its liabilities and returned the relevant capital, and whether France’s domestic withholding exceeds the limit allowed by the tax treaty with the shareholder’s country of residence. The process therefore combines company law, French income-tax rules and evidence of foreign tax residence. The French company generally has the operational duty to calculate, declare and pay the withholding, including through Form 2777-SD. The non-resident shareholder must then establish the legal basis for a reduced treaty rate or exemption, prove that the tax was actually withheld, and make a properly documented refund claim within the applicable time limit. This article sets out the sequence for an individual or foreign company shareholder, explains the roles of the liquidator, the greffe and the French tax administration, and identifies the documents that should be assembled before the liquidation accounts are approved.

I. How is a French liquidation surplus taxed when the shareholder lives abroad?

A. What is a liquidation surplus, and when is it legally available?

A liquidation surplus is not simply every amount transferred by a French company at the end of its life. The liquidator must first identify the legal route by which the company disappears, the assets that can still be realised, the liabilities that remain payable and the amount that can lawfully be distributed to shareholders. For a voluntary winding-up, the usual sequence is dissolution, liquidation, approval of the final liquidation accounts, distribution of any surplus and registration of the company’s removal from the registers.

The starting point is Article 1844-8 of the French Civil Code. It states, in the official wording, La dissolution de la société entraîne sa liquidation — dissolution brings about liquidation — subject to the statutory exceptions. The company remains a legal person for the needs of the liquidation until publication of the closure. This continuing legal personality matters to a foreign shareholder: the company is still the debtor of taxes, creditors and distribution obligations while the liquidator completes the file.

For a commercial company, Article L237-2 of the French Commercial Code uses similar language: La société est en liquidation dès l’instant de sa dissolution. The company name must then be followed by the words “in liquidation”. The dissolution only becomes effective against third parties once it has been published in the Registre du commerce et des sociétés, or RCS, the commercial and companies register. A foreign founder should therefore preserve both the shareholders’ resolution and the publication evidence, rather than relying only on an extract from the company’s accounting software.

The company’s official registration extract is commonly called a Kbis. It is the registry extract showing the company’s legal identity, registered office, management and current registration status. The greffe is the registry office of the commercial court that receives and records the relevant corporate filings. Since the introduction of the national formalities portal, many filings are submitted through the Guichet unique operated by the Institut national de la propriété industrielle, or INPI, but the registry and court consequences remain important. The INPI guidance on closing a company describes the liquidation period as the stage in which the liquidator sells assets, collects receivables, pays debts, prepares final accounts and distributes the remaining capital or surplus before requesting removal.

Publication is not an administrative detail that can be postponed until after the money has been paid. Article R237-2 of the Commercial Code requires the act appointing the liquidator to be published dans le délai d’un mois, within one month, in the authorised legal-announcement medium for the company’s registered-office department. The act identifies the company, its capital, registered office, reason for liquidation, liquidator and the tribunal de commerce registry where the liquidation documents are filed. Those records help establish the date of dissolution, the identity of the person authorised to approve the payment and the precise company from which the shareholder received the money.

The liquidator must also protect creditors before calculating a distributable surplus. In Cour de cassation, Commercial Chamber, 18 June 1996, no. 94-18.530, the Court held that la liquidation amiable d’une société impose l’apurement intégral du passif, meaning that an amicable liquidation requires the liabilities to be fully cleared. It added that disputed claims must be covered by a provision until the relevant proceedings have ended. A payment described as a liquidation surplus can therefore be challenged if a liquidator distributed assets while a material disputed debt had not been secured. A foreign shareholder should keep evidence that the company’s liabilities, tax filings, employment obligations and social-contribution accounts were reviewed before the distribution resolution.

The Bulletin officiel des annonces civiles et commerciales, or BODACC, is the official bulletin for civil and commercial announcements. It should not be confused with an ordinary press article or a private database. Since 1 October 2024, a dissolution producing a transmission universelle du patrimoine, or TUP — a universal transfer of assets and liabilities to a sole corporate shareholder — must be published in the BODACC. The official Service-Public explanation of the 2024 reform also records the requirement, for an amicable liquidation, to file a social-regularity certificate and a tax certificate showing that the account is up to date at closure. These documents are relevant when testing whether the amount distributed really is a final surplus rather than a premature payment.

In practical terms, the liquidator should prepare a bridge from the closing balance sheet to the shareholder’s payment. It normally identifies cash and other assets realised, tax and social liabilities paid or reserved, professional fees, capital returned, and the remaining amount allocated to each shareholder. The allocation may follow the articles of association, a shareholders’ agreement or the statutory profit-sharing proportions. If a shareholder is a foreign company, the file should additionally identify its legal name, registered office, tax residence and beneficial ownership position. If the shareholder is an individual, the file should show the acquisition history of the shares and the person’s tax residence on the payment date.

That distinction between return of capital and surplus is central. A pure repayment of a contribution is not the same economic event as a distribution of accumulated profits or reserves. However, a label such as “share capital refund” does not decide the tax treatment. The French tax administration may examine the final liquidation accounts, the company’s reserves, the shareholder’s acquisition cost and the actual resolution approving the distribution. The amount above the relevant capital or acquisition basis is the part most likely to be treated as a boni de liquidation, but the exact computation must be made from the company and shareholder records rather than from a generic percentage.

B. Does France withhold tax from a foreign shareholder’s liquidation surplus?

For French tax purposes, the answer is generally yes when the payment is a genuine liquidation surplus distributed by a French company to a shareholder whose tax residence or registered office is outside France. The administrative doctrine on non-resident distributions expressly lists a boni de liquidation among the distributions that may be made after dissolution and treated as products of shares or equivalent investment income. See BOFiP, BOI-RPPM-RCM-30-30-10-10, which describes the relevant distributions as including boni de liquidation.

The domestic charging rule is Article 119 bis of the French General Tax Code, or CGI, the Code général des impôts. Its second paragraph covers products referred to in Articles 108 to 117 bis when the beneficial recipients do not have their tax domicile or registered office in France. The statutory wording refers to Les produits visés aux articles 108 à 117 bis and applies a withholding rate set by Article 187. The classification is not defeated merely because the payment happens during the last phase of a company’s existence. In Cour Administrative Court of Appeal of Nantes, 28 June 2010, no. 09NT00477, a French company in liquidation had paid a surplus to a surviving shareholder resident in Switzerland. The court treated the surplus as a distributed income covered by the France–Switzerland treaty’s dividend article and upheld the corresponding withholding.

The Nantes judgment is useful because it addresses the exact fact pattern rather than an ordinary annual dividend. The court reasoned that the amount paid to the shareholder, because it was not a repayment of contributions and represented a sum made available to shareholders, was a distributed income. It linked that classification to the treaty definition of dividends, which included income subject to the distributing state’s distribution regime. The decision does not mean that every euro returned on a liquidation is taxable as a dividend. It means that the surplus component cannot be excluded merely because the company has entered liquidation.

The applicable domestic rate depends on the beneficiary and the legal provisions in force when the payment is made. Article 187 of the CGI currently provides, for the Article 119 bis withholding, a separate rule for corporate beneficiaries and states a 12.8% rate for individual beneficiaries. It also provides a 75% rate in the circumstances concerning payments to a non-cooperative state or territory, subject to the statutory exception. These rates are domestic starting points, not the final answer for a treaty-resident shareholder. A treaty may cap the French tax, reduce it to a lower percentage, or remove it, subject to the treaty’s residence, beneficial-owner and anti-abuse conditions.

The company that makes the payment has the primary operational responsibility. Article 1672 of the CGI states that withholding under paragraph 2 of Article 119 bis is declared and paid to the Treasury by the person established in France that makes the payment. The French company, its liquidator or its paying intermediary must therefore coordinate the payment date, gross amount, rate, amount withheld, net amount remitted and declaration reference. The foreign shareholder should request a written statement showing every one of those figures. A bank credit showing only the net amount is usually insufficient evidence of the tax paid.

Form 2777-SD is the central domestic reporting instrument. The current Form 2777-SD page on impots.gouv.fr explains that the form is filed electronically with electronic payment and identifies the company’s competent business tax service. The 2025 and 2026 versions include a section for withholding on income distributed to non-residents. Form 2777 is not a request by itself for the foreign shareholder’s treaty refund; it is the company’s declaration and payment record. The relevant 2777 filing, payment receipt and any correction should be obtained and retained in the refund file.

Several statutory reliefs must be kept distinct. Article 119 ter of the CGI can exempt certain dividends paid to a qualifying corporate parent in the European Union or European Economic Area, or EEA, where conditions include legal form, subject-to-tax status, direct holding and a continuous two-year holding period or a qualifying commitment. Its wording begins, La retenue à la source prévue au 2 de l’article 119 bis n’est pas applicable aux dividendes distribués. A foreign corporate shareholder must not assume that a liquidation surplus automatically satisfies those conditions; the treaty and the legal classification of the payment must be reviewed alongside the participation history.

Article 119 quinquies of the CGI is another narrow statutory relief for certain foreign legal persons that meet cumulative conditions, including a deficit and insolvency-related circumstances. It is not a general exemption for every non-resident shareholder. The practical question is whether the payment was correctly withheld at the domestic rate and, if so, whether the shareholder can claim a treaty reduction or refund. That approach avoids confusing a domestic exemption with a treaty claim.

The 2026 rules also require attention to Article 119 bis A of the CGI. For certain distributions and equivalent products paid to residents of a treaty state whose treaty provides no withholding or a full exemption, the payer applies the Article 187 rate at payment and the beneficiary can then seek reimbursement by proving that the treaty conditions are met. The provision expressly says that Le bénéficiaire des produits mentionnés au 1 du présent II peut obtenir le remboursement de la retenue à la source. The provision applies to payments made from 1 January 2026 in the situations described by the statute. A liquidation surplus can require this kind of after-payment process, particularly where the paying company cannot safely apply a treaty position before the final payment.

The foreign shareholder’s own status remains decisive. Tax residence means residence under the relevant treaty, not merely citizenship, incorporation or the address shown on a bank account. Beneficial ownership means that the shareholder has the right to use and enjoy the income and is not required by a legal or contractual arrangement to pass it to another person. For a parent company, the administration may ask for evidence of real activity, governance, financing, the shareholding chain and the commercial reason for owning the French company. The 2026 BOFiP guidance on treaty refunds explains that the applicant must establish residence, effective enjoyment of the income and the withholding actually borne. The existence of a foreign shareholder is therefore a starting fact, not a complete refund argument.

One further distinction concerns a transaction that is not a real liquidation. In Conseil d’État, 7 July 2010, no. 309009, the Conseil d’État held, in a case involving a transfer of business assets and a change of corporate activity, that the operation n’entraînait pas la dissolution avec liquidation de la société. The case shows why the formal description of an operation matters. A transfer, restructuring, share sale, merger or TUP may produce a different tax and corporate sequence from a voluntary dissolution followed by an actual distribution of a surplus. The refund file should identify the correct operation and should not borrow the vocabulary of liquidation if the company was not actually liquidated.

II. How can a foreign shareholder recover excess French withholding tax?

A. Which forms and treaty evidence are needed for a refund?

The refund question should be planned before the liquidation resolution is signed. There are two possible moments to obtain the treaty result. If the liquidator and paying institution have complete evidence before payment and the relevant procedure allows it, the company may apply the treaty rate directly. If the evidence is not ready, the company normally withholds at the domestic rate, pays the shareholder the net amount, and the shareholder or an agreed intermediary seeks the difference from the French tax administration. The second route is common in practice and is expressly described in the official doctrine on non-resident distributions.

The general documentary package begins with the foreign tax-residence certificate. The official Form 5000-SD page describes Form 5000 as the certificate used to establish the beneficiary’s residence for treaty purposes. The beneficiary completes the identification and income sections, the foreign tax authority certifies the residence, and the French paying institution completes its part where the form requires it. Use the version and language accepted by the relevant treaty procedure, and make sure the certificate covers the payment date or the period required by the treaty. A certificate issued for a later year may not establish residence on the date of the liquidation distribution.

For dividends and equivalent distributions, the form accompanying Form 5000 is generally Form 5001. The official Form 5001-SD page calls it the form for the liquidation of withholding on dividends and provides several language versions, including English. Its table requires the French debtor, payment date, number of securities, gross distribution, domestic withholding, treaty withholding, tax actually withheld and the amount of relief requested. For a liquidation surplus, the French administration’s classification and the relevant treaty should be checked before using a dividend form mechanically. Where the payment is treated as an income from shares or an equivalent distribution, Form 5001 is often the practical treaty schedule, but the accompanying letter should state that the payment is a liquidation surplus and explain the legal basis.

The official guidance also distinguishes the simplified procedure from a later claim. If the residence certificate was not available at payment, the company may have to withhold under French domestic law. BOFiP, BOI-INT-DG-20-20-20-20, explains that the treaty rate can then be obtained later by imputation or refund, and that the claim is connected with a later Form 2777 declaration. The practical file should therefore include the original 2777, the payment receipt, any later correcting 2777, the Form 5000 certified by the foreign authority, the Form 5001, and a schedule reconciling the gross surplus to the amount on which withholding was calculated.

Evidence should be assembled in four layers.

• Corporate liquidation evidence: the shareholders’ decision to dissolve, appointment and identity of the liquidator, publication evidence, final liquidation accounts, approval of those accounts, closure decision, Kbis showing the relevant status and proof of the final distribution.
• Tax computation evidence: the gross amount allocated to the foreign shareholder, the split between capital repayment and surplus, the domestic rate used, the withholding calculation, the Form 2777 reference, the Treasury payment confirmation and the net bank transfer statement.
• Treaty evidence: certified Form 5000, Form 5001, the specific treaty article relied upon, proof of residence on the payment date, proof that the claimant is the beneficial owner, and, for a corporate claimant, evidence of its legal form and tax status.
• Authority and banking evidence: the liquidator’s mandate, a power of attorney if an adviser files the claim, the claimant’s bank details, an IBAN identifying the international bank account number, and a BIC or SWIFT code identifying the receiving bank where requested.

The corporate evidence is not optional decoration. Under Article 161 of the CGI, the tax treatment of the bonus for income-tax purposes refers to the excess of the reimbursement of cancelled rights over the acquisition price where that price is greater than the contribution. The article begins with the words Le boni attribué lors de la liquidation d’une société. The provision is written for the income-tax base and cannot be converted into a universal withholding formula, but it demonstrates why the acquisition price and historical share records may matter. If the shareholder acquired shares from a former owner, received them in an exchange, or holds different classes with different rights, the calculation must preserve that history.

For the broader company-law and corporate-structuring context, see the firm’s French company formation and corporate law hub. That pillar page is a useful starting point for the relationship between the company’s legal form, its shareholders, its management and the formalities that remain relevant when the company later closes.

In Conseil d’État, 29 April 2002, no. 212408, the court applied Article 161 and required the relevant repayment amounts to be compared with the acquisition prices for the rights held by the members of the same tax household. The decision refers to le montant global des remboursements and the prices for which the rights were acquired. It is not a case about an overseas treaty refund, so it should not be overextended. Its practical lesson is narrower and important: the tax calculation should be supported by the actual acquisition history, and a liquidator should not infer the taxable surplus only from the nominal share capital.

The corporate file must also show that the distribution was legally approved. In Cour de cassation, Commercial Chamber, 4 May 2017, no. 15-20.290, the proceedings concerned sums allocated to associates in a liquidation and competing enforcement measures. The facts show that the final allocation decision determined the claim associated with the liquidation surplus. This does not create a general rule that every shareholder has an immediately payable claim on dissolution. It illustrates why a refund application should identify the resolution that made the sum payable, the date of payment and any restriction caused by creditors, enforcement or a pending liquidation dispute.

For a foreign corporate shareholder, beneficial ownership deserves a separate memorandum. Explain who owned the French shares on the payment date, whether the claimant had an obligation to pass the liquidation proceeds to another entity, whether it was acting as a nominee or intermediary, and where it was effectively managed. The current BOFiP guidance on certain treaty refunds asks for residence evidence, proof that the beneficial owner bore the withholding, and, where relevant, information about the entity’s activity, resources, governance, distribution policy and reason for acquiring the shares. Those questions can be answered with constitutional documents, a current foreign registry extract, tax-registration evidence, board minutes, audited accounts and a concise group-structure chart.

The tax-residence certificate must match the claimant. A certificate for a parent company cannot normally prove that an individual founder was resident in the same country. A certificate for a branch may not establish that the company itself was resident there. Where the treaty uses the term “beneficial owner”, a bare certificate is also insufficient. The claimant should explain the relationship between the entity named in the liquidation accounts, the bank account receiving the net proceeds and the person or entity claiming the refund. If the bank account belongs to a paying agent, include the agency or custody agreement and the payment chain.

Check the treaty article before choosing the requested rate. Many treaties use a dividend article with different rates depending on whether the beneficial owner is an individual, a company with a minimum holding, or a company without that holding. Some treaties require a minimum percentage and a holding period; others use a fixed maximum rate. Some provide an exemption for a qualifying parent. The France–Switzerland treaty applied in CAA Nantes, no. 09NT00477, for example, was applied to a liquidation bonus under its dividend article. That outcome cannot simply be copied for a shareholder resident in the United Kingdom, United States, United Arab Emirates or any other state. The actual treaty in force for the country and payment date controls.

Compare the French refund with the foreign-country tax-credit position. A shareholder may have reported the gross liquidation income in its residence state and claimed credit for French withholding. If France refunds the excess, the foreign tax credit may need to be reduced or amended. A refund claim should therefore be coordinated with the foreign tax return and the accounting treatment of the withholding. The objective is to remove the excess French charge without creating an inaccurate declaration in the residence country.

B. What deadline and procedure apply when the French company already withheld tax?

A refund request should be treated as a formal tax claim, not as an informal request to the liquidator. The liquidator can provide the company records and, where agreed, assist with the Form 5000 and Form 5001 process. The claim for the French tax itself must be addressed to the competent French tax service, usually the Directorate of Taxation for Non-Residents — the Direction des impôts des non-résidents, or DINR — and its refund service for withholding on investment income. Current instructions and the treaty procedure should be checked at the time of filing because the administration can update filing channels and supporting-document requirements.

The claim should state the French company, its registration number, the claimant, the date and gross amount of the liquidation distribution, the amount withheld, the domestic rate, the treaty article relied upon, the treaty rate or exemption requested and the precise refund sought. Attach a calculation table. For example, if a foreign company receives a gross surplus of EUR 100,000, EUR 25,000 is withheld at an illustrative domestic rate and the treaty caps the final French tax at EUR 15,000, the requested refund is EUR 10,000. The numbers are only an illustration: the correct rate, taxable base, relief and treaty condition must be verified for the claimant and the payment date.

Include the official proof of the withholding. Article R*197-3 of the Tax Procedure Book, or LPF, requires a claim to identify the contested tax, set out the grounds and conclusions, bear the claimant’s signature and, where no tax assessment notice exists, include a document proving the amount of the withholding or payment. The official wording starts, Toute réclamation doit à peine d’irrecevabilité. For this type of tax, that proof may include the Form 2777 payment record, the payer’s withholding certificate, the dividend or surplus statement, the bank payment chain and the net-to-gross reconciliation. Supplying only a foreign tax return that mentions an expected credit does not prove that the French Treasury received the amount claimed.

A claimant living or established outside France must also plan for service of documents. Article R*197-5 of the LPF states: Tout réclamant domicilié hors de France doit faire élection de domicile en France. In practical terms, the claim should identify a French address for the procedure where the administration requires one, or use an authorised representative able to receive correspondence. A power of attorney should identify the taxpayer, the tax concerned, the relevant payment and the representative’s authority. The representative should not sign as though it were the beneficial owner unless the mandate and filing format allow that act.

As at 30 August 2026, the current text of Article R*196-1 of the LPF, in force since 30 July 2026, provides that claims relating to taxes not assessed by a role or notice must be filed no later than 31 December of the second year following the year of payment. The relevant wording is au plus tard le 31 décembre de la deuxième année suivant celle. This is a critical change to monitor because older guidance and older decisions may reproduce the former split between a one-year period for withholding claims and a two-year period for other taxes. The current statutory text should be checked on the filing date, and any specific treaty deadline or special procedural rule should be assessed separately. In every case, file early enough to cure a missing certificate or signature before the deadline expires.

Conseil d’État, 2 February 2022, no. 441511, commonly known as the Sofina decision, shows why the time limit must be analysed rather than copied from an old checklist. The decision concerned a non-resident company seeking restitution of French withholding on dividends and examined the relationship between the statutory complaint period and the European-law principle of equivalence. The court considered the procedural treatment of non-resident withholding claims and required the applicable rule to be applied consistently with that principle. The decision predates the 30 July 2026 amendment to Article R*196-1; it is useful as a warning about deadline analysis, not as a substitute for the current text.

Where the payment occurred before the 30 July 2026 amendment, transitional questions may arise. The claimant should identify the date of the withholding, the date on which the French company paid it to the Treasury, the version of the LPF then in force, the current procedural rule and any treaty-specific provision. If the deadline is uncertain, the safest practice is to file the claim with a fully reasoned reservation of arguments and the available evidence, then supplement it if the service accepts additions. Waiting for the liquidator to finish the final radiation can be risky because the tax deadline may run from the withholding payment rather than from the date on which the company’s Kbis is updated.

The company’s Form 2777 and the shareholder’s refund claim should tell the same story. The gross amount, payment date, company identity, shareholder identity, rate and tax paid must reconcile. If the company made a correction, attach both versions and explain why. If it paid the shareholder in several instalments, list each instalment and each withholding. If a custodian or bank withheld at source before the money reached the shareholder, identify both the French payer and the intermediary. The 2026 BOFiP guidance for treaty refunds asks for evidence through the intermediaries showing the payments and withholding borne by the beneficial recipient. A clean audit trail makes the claim easier to process and reduces the risk that the administration treats it as unsupported.

Do not confuse a refund of excess withholding with a request to erase the entire French tax. If the treaty permits France to tax the liquidation surplus at 15%, a domestic 12.8% withholding on an individual may not generate a French refund on rate alone. If the treaty permits only 5% for a qualifying corporate parent and the domestic withholding was 25%, the difference may be claimable, but only if the holding, residence and beneficial-owner conditions are established. If the payment was actually a return of capital outside the income component, the argument may concern the original withholding base. Each argument should be pleaded in the alternative and supported by the corporate accounts, share records and treaty text.

There may also be a company-law remedy if the liquidator paid too early or calculated the surplus incorrectly. A shareholder can ask for the liquidation file, challenge an approval decision where the conditions are met, or pursue liability if the liquidator disregarded creditors or the articles. Those remedies are separate from the tax refund. The French tax administration will not reconstruct the company’s liquidation merely because the shareholder says the net transfer was too low. Conversely, a successful tax refund does not cure an unlawful distribution made before the company had paid or secured its liabilities.

The distinction between ordinary dividends and a final liquidation payment should be kept visible in correspondence. The ordinary-dividend procedure can help explain Forms 5000 and 5001, but a liquidation surplus has its own corporate chronology: dissolution resolution, liquidator appointment, realisation of assets, settlement of liabilities, final accounts, allocation and payment. Link the claim to the exact resolution and account line that made the surplus payable. A short legal memorandum should explain why the amount falls within the treaty’s dividend or equivalent-income article, why the domestic rate was excessive or the withholding base was wrong, and why the claimant satisfies every condition for relief.

Finally, preserve the official sources used in the file. The French General Tax Code, Commercial Code, Civil Code and Tax Procedure Book are available on Légifrance, the official public service for legal dissemination. The French tax authority publishes the current forms and explanatory material on impots.gouv.fr. The BOFiP contains the published tax doctrine, while INPI and Service-Public explain company formalities. A claim should cite the version and date of the legal text relied upon, especially where the payment straddles a statutory amendment. This is particularly important for the LPF deadline and for the new 2026 rules governing some treaty distributions.

Conclusion

A foreign shareholder can recover the excess French withholding on a liquidation surplus, but the refund is won by reconciliation and proof. First establish that the company underwent a real dissolution and liquidation, that the liquidator paid or secured the liabilities, and that the shareholder’s payment contains a surplus rather than only a return of capital. Next identify the domestic withholding rule, the correct France–residence-state treaty article and the claimant’s status as treaty resident and, where required, beneficial owner. The French company’s Form 2777-SD, Treasury payment record and withholding certificate prove the tax paid; certified Form 5000, Form 5001, corporate and share records prove the entitlement to relief. File the claim to the competent non-resident tax service within the current deadline, make the calculation transparent, and provide a French address or authorised representative where required by the LPF. A liquidator, shareholder, accountant and foreign tax adviser should coordinate before the final payment, because a missing residence certificate or an unexplained gross-to-net difference can delay a refund long after the French company has disappeared from the Kbis.

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