You live in London, New York, Montreal, Dubai or Singapore, and your French company no longer has a reason to exist. The project did not take off, the French partner left, the shop never opened, or the subsidiary has finished its mission. Yet every month the meter keeps running: the accountant invoices for VAT returns that show zero, the business premises tax (cotisation fonciere des entreprises, CFE, the yearly local tax every French company pays for the commune where it is registered) arrives, the social declarations keep flowing, the bank charges fees, and the registered office provider renews the domiciliation. Closing the company from abroad feels risky because you cannot walk into the registry office of the commercial court (greffe du tribunal de commerce, the clerk office that keeps the Trade and Companies Register) and ask what to do. French law gives you a clear two-stage path that works entirely at a distance when it is prepared correctly: first the shareholders vote an early dissolution (dissolution anticipee) and appoint a liquidator (liquidateur amiable), then the liquidator sells what remains, pays everyone, draws up final accounts, and asks for the company to be struck off the register (radiation du registre du commerce et des societes, RCS). This guide explains each step for a SARL (societe a responsabilite limitee, the limited liability company with tightly framed statutes) and a SAS (societe par actions simplifiee, the flexible company form most foreign founders choose), what to file on the INPI single window (guichet unique des formalites des entreprises, the only online portal that now receives company filings), how long each stage takes, what it costs, and the mistakes that keep a struck-off company alive in the eyes of creditors, staff, the tax office and URSSAF (Union de recouvrement des cotisations de securite sociale et d’allocations familiales, the agency that collects social contributions). For the general choice of vehicle that you may now be unwinding, see our pillar guide on choosing a SAS, SARL, branch or subsidiary from abroad.

I. Vote the dissolution of your French company and put it into friendly liquidation without coming to France

A. How shareholders living abroad vote an early dissolution in a SARL and in a SAS, and what to file within one month

French company law lists the ways a company ends, and the voluntary route is the first of them. Article 1844-7 of the Civil Code provides that a company ends, among other cases, “Par la dissolution anticipée décidée par les associés”. In other words, the shareholders can decide at any time to bring the company to an early end, provided the company is not already unable to pay its debts. If the company cannot pay what is due with its available assets, this friendly route is closed and the director must file for insolvency within forty-five days; that different procedure, with a court-appointed administrator and a freeze on claims, is outside this guide. The check is therefore the first task from abroad: ask your accountant for a dated statement of cash, debts due, and upcoming payroll and tax, and only vote a friendly dissolution when the company can still pay.

In a SARL, the vote follows the rules for amending the articles (modification des statuts). The manager (gerant) convenes the shareholders, sends the text of the resolutions by registered letter or by the electronic means the articles allow, and holds the meeting by videoconference when the articles permit it, which most modern articles do. The minutes must record the quorum, the majority, the exact wording of the dissolution, the appointment of the liquidator with full identity and address, the registered office of the liquidation (siege de la liquidation, often the same as the former registered office), and the liquidator powers and fee. Foreign shareholders sign by electronic signature with a qualified certificate, return powers of attorney by scanned copy followed by originals, and keep proof of convocation because the registry (greffe) and later a dissatisfied shareholder will ask for it. The same meeting can already authorise the liquidator to sell stock, terminate the lease, dismiss staff subject to labour law, and close bank accounts, so that the liquidation does not need a new vote every week.

In a SAS, everything depends on your own articles, and this is where foreign founders discover whether their articles were well drafted. Article L227-9 of the Commercial Code states that “les attributions dévolues aux assemblées générales extraordinaires et ordinaires des sociétés anonymes, en matière d’augmentation, d’amortissement ou de réduction de capital, de fusion, de scission, de dissolution, de transformation en une société d’une autre forme, de nomination de commissaires aux comptes, de comptes annuels et de bénéfices sont, dans les conditions prévues par les statuts, exercées collectivement par les associés”. Dissolution is therefore one of the reserved matters that must be decided collectively by the shareholders, but the forms, quorum, majority and even the possibility of a written consultation are set by your articles. Read them line by line before convening: some SAS articles require unanimity for dissolution, others a two-thirds majority, others allow a simple written consent signed by all. If your SAS has a single shareholder, whether a foreign individual or a foreign parent company, that sole shareholder signs a unilateral decision (proces-verbal de decision de l’associe unique) with the same content. When the articles are silent or contradictory, do not improvise a vote by email without a clause allowing it; amend the articles first or hold a formal meeting, because an irregular dissolution vote can be challenged and will block the registry.

Two special situations deserve attention before you vote. The first is the company whose equity has fallen below half of its share capital after losses. Article L223-42 of the Commercial Code provides: “Si, du fait de pertes constatées dans les documents comptables, les capitaux propres de la société deviennent inférieurs à la moitié du capital social, les associés décident, dans les quatre mois qui suivent l’approbation des comptes ayant fait apparaître cette perte s’il y a lieu à dissolution anticipée de la société.” If you already held that loss meeting and voted to continue, you must have filed the continuation and recapitalised or reduced capital within the statutory period; the registry checks this history when you now file for dissolution, and missing loss filings are the most common cause of rejection. Regularise them in the same filing batch. The second situation is the single-member company owned by another company, typically a foreign parent owning a SASU (societe par actions simplifiee unipersonnelle, the one-shareholder SAS) or EURL (entreprise unipersonnelle a responsabilite limitee, the one-member SARL). Article 1844-5 of the Civil Code states: “La réunion de toutes les parts sociales en une seule main n’entraîne pas la dissolution de plein droit de la société.” And it adds for the case that matters here: “En cas de dissolution, celle-ci entraîne la transmission universelle du patrimoine de la société à l’associé unique, sans qu’il y ait lieu à liquidation.”. When the sole shareholder is a legal entity, there is no liquidation at all: the assets and debts pass automatically to the parent after a thirty-day creditor opposition period published at the registry. Do not appoint a liquidator or draw up liquidation accounts in that case; file a declaration of universal transfer (transmission universelle du patrimoine, TUP) instead, or the registry will reject the file.

Once the vote is signed, the clock starts. The official company formalities portal explains that the liquidator must declare the dissolution on the single window within one month of the decision, attaching the minutes, a certificate of publication in a legal announcements support (support d’annonces legales, SHAL, the authorised newspaper where company notices are published), and the liquidator declaration of non-conviction and filiation. In practice from abroad, count three filings in the first month: publish the dissolution notice with the company name followed by “en liquidation”, the liquidator name and the liquidation address; file the dissolution on the INPI single window (guichet unique) with scanned minutes, updated articles showing the liquidation wording, identity of the liquidator, and proof of the publication; and inform the bank, the landlord, the insurer and the accountant the same week. The registry forwards the entry to the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company registrations and dissolutions are published for creditors to see). Only publication in the Trade and Companies Register makes the dissolution enforceable against third parties, as explained below, so keep the electronic receipt (recepisse) and the Kbis extract (extrait Kbis, the official registration certificate of a French company) showing the new wording as your proof.

B. What changes the day after the vote: the liquidator takes over, the name carries “en liquidation”, and contracts, bank and staff follow a strict order

The legal effect is immediate between shareholders and, after publication, against everyone else. Article L237-2 of the Commercial Code provides: “La société est en liquidation dès l’instant de sa dissolution pour quelque cause que ce soit sauf dans le cas prévu au troisième alinéa de l’article 1844-5 du code civil.” The company name must then carry the words société en liquidation, and the article continues: “La personnalité morale de la société subsiste pour les besoins de la liquidation, jusqu’à la clôture de celle-ci.” and “La dissolution d’une société ne produit ses effets à l’égard des tiers qu’à compter de la date à laquelle elle est publiée au registre du commerce et des sociétés.” Three consequences flow from this single text and organise your life from abroad. First, the company does not disappear on the day of the vote; it survives as a legal person but only to be wound up, which means it can no longer start new business and its correspondence must carry the words “societe en liquidation” with the liquidator name, under penalty of a fine. Second, directors lose their powers the moment the liquidator is appointed; only the liquidator represents the company, signs, sues and is sued for liquidation purposes. Third, until the registry publishes the dissolution, creditors can still treat the company as active, so file fast and keep proof of filing.

Company law leaves the detail of the winding-up to your own contracts first. Article L237-1 of the Commercial Code states: “Sous réserve des dispositions du présent chapitre, la liquidation des sociétés est régie par les dispositions contenues dans les statuts.” Read your articles again: many SAS articles name who can be liquidator, how the liquidation address is fixed, and how the liquidation surplus is shared. Where the articles are silent, the shareholders appoint the liquidator in the dissolution minutes, and the court can appoint one if they cannot agree. Article 1844-8 of the Civil Code confirms the same architecture: “Le liquidateur est nommé conformément aux dispositions des statuts. Dans le silence de ceux-ci, il est nommé par les associés ou, si les associés n’ont pu procéder à cette nomination, par décision de justice.” The same article adds: “Elle n’a d’effet à l’égard des tiers qu’après sa publication.” and “La nomination et la révocation ne sont opposables aux tiers qu’à compter de leur publication.” A foreign founder is usually appointed liquidator, and that is lawful, but the appointment must be published. Article L237-3 of the Commercial Code provides: “L’acte de nomination du liquidateur est publié par celui-ci, dans les conditions et délais fixés par décret en Conseil d’Etat, qui détermine également les documents à déposer en annexe au registre du commerce et des sociétés.” In practice the single window filing carries this publication, the registry forwards it to the BODACC, and the Kbis then shows the liquidator name. Anyone can ask the court to order the liquidator to publish under penalty (astreinte) if this is skipped, so a discreet non-publication never protects you.

Not everyone can serve as liquidator, and the choice has teeth because the liquidator answers personally for faults. Article L237-12 of the Commercial Code states: “Le liquidateur est responsable, à l’égard tant de la société que des tiers, des conséquences dommageables des fautes par lui commises dans l’exercice de ses fonctions.” A recent Paris case shows the provision in action: on 7 April 2026 the Bobigny Commercial Court heard a claim brought expressly “Vu les articles L 237-12 du code de commerce et 1240 du code civil” against a former manager for nineteen thousand euros in damages in a liquidation context (Trib. com. Bobigny, 7 April 2026, RG no. 2025F02811). The lesson for a foreign owner acting as liquidator is operational: keep a separate liquidation file, do not mix personal and company money, pay creditors in the order the law requires, do not distribute cash to yourself before the final accounts are approved, and document every sale of assets with an invoice at market value. The liquidator who sells the company car to himself for one euro or who pays a friendly supplier before wages and tax will answer for the shortfall.

The week after the vote follows a fixed order when you live abroad. First, the bank: send the dissolution minutes, the new Kbis showing “en liquidation” once received, and the liquidator identity, convert operating powers to the liquidator alone, and keep the account open because refunds, creditor payments and the final tax will transit through it; banks that learn of a dissolution from the BODACC before you write to them freeze online access as a precaution. Second, the lease and the domiciliation: dissolution does not automatically end leases. Article L237-5 of the Commercial Code provides: “La dissolution de la société n’entraîne pas de plein droit la résiliation des baux des immeubles utilisés pour son activité sociale, y compris des locaux d’habitation dépendant de ces immeubles.” Give notice under the lease terms, negotiate an early exit, or assign the lease with the landlord consent; for a domiciliation contract, terminate at the contractual date and keep a valid address for the whole liquidation because the registry, the tax office and the court will write to the liquidation address. Third, staff: a company in liquidation remains an employer until each contract ends. Individual dismissals for economic reasons, with real and serious cause linked to the cessation, invitation to a preliminary meeting (entretien prealable), notification by registered letter, severance (indemnite de licenciement), paid notice unless waived, final settlement (solde de tout compte), work certificate and unemployment attestation for France Travail, plus declaration on the DSN (declaration sociale nominative, the monthly online payroll declaration to social bodies), must be completed before closure; collective rules apply from ten employees. Fourth, current contracts with customers and suppliers: the liquidator performs what helps the winding-up and terminates the rest with the contractual notice, informing counterparties that the company is in liquidation so that new orders stop. The INPI help page summarises the sequence correctly: once dissolved, the liquidator sells assets, collects receivables, pays debts, draws up the final accounts, has them approved and only then asks for strike-off, and the whole dissolution phase should in principle not exceed three years.

II. Liquidate cleanly, approve the final accounts and obtain strike-off without leaving tax, staff or creditor loose ends

A. Sell what remains, pay creditors and staff in the right order, and clear VAT, corporate tax and social filings from abroad

Liquidation is a race between selling and paying, and the liquidator sets the pace. Within six months of appointment the liquidator must convene the shareholders to report on assets and liabilities and on the time needed to finish, and within three months of each financial year end must draw up annual accounts with a written report on operations during the past year, as the official company formalities portal recalls. From abroad, ask your accountant for a monthly cash table: receivables to collect, stock and equipment to sell, deposits to recover, then wages, social contributions, VAT and corporate tax, suppliers, landlord, bank loans, and shareholder advances. Sell at a documented price, collect by formal demand (mise en demeure) then by fast court order (injonction de payer) where needed, and pay with traceable transfers from the company account, never in cash. Where a global sale of all assets or a transfer to another company is considered, Article L237-8 of the Commercial Code requires the majority for amending the articles in a SARL and the quorum and majority of an extraordinary meeting in a joint stock company, so put that single sale to a shareholder vote rather than signing it alone.

Creditors have thirty days from the BODACC publication of the dissolution to file an opposition (opposition des creanciers) to the distribution of funds, and the registry will not strike the company off while an opposition is pending without either payment or a court decision. That is why the liquidator publishes fast, waits out the period, pays or secures each claim, and keeps proof of every payment. Employees come first in practice because wage claims carry a super-priority (superprivilege des salaires) and because the wage guarantee fund (Association pour la gestion du regime de garantie des creances des salaries, AGS) only intervenes for companies in court insolvency, not in a friendly liquidation: there is no outside fund to pay arrears if you run out of cash, so provision wages, paid leave, notice and severance from day one. Suppliers and the landlord follow, then shareholder loans (comptes courants d’associes), which rank as ordinary claims and are only repaid if everyone else is paid; forgiving your own advance to simplify the accounts has tax consequences and should be documented as a formal waiver with the tax treatment checked.

Tax and social filings do not stop at dissolution; they accelerate. For VAT (taxe sur la valeur ajoutee), file the final CA3 return (declaration de chiffre d’affaires) covering activity until dissolution, pay the balance, and ask for the VAT credit refund if the company is in credit; the VAT number stays live during liquidation for sales of remaining assets, and each sale of equipment or stock remains taxable unless a specific exemption applies. For corporate tax (impot sur les societes, IS), dissolution triggers an immediate tax year end: file the final corporate return within sixty days of the dissolution publication, pay the balance, and prepare the later return on the liquidation result, where a liquidation surplus (boni de liquidation, the profit shared at the end after repaying capital) is taxed at shareholder level as a distributed income with the filing that follows. For payroll, run the last DSN with the final wages, issue the last payslips, pay URSSAF the balance, and obtain the statements showing zero due, because the registry and a future buyer of your next company will treat an unpaid URSSAF balance as a personal warning. For local tax, the CFE for the year of dissolution remains due in full when the company still exists on 1 January, and the following year drops only after strike-off; many foreign owners who dissolve in January still pay a full year of CFE and learn too late that a December vote would have saved twelve months. Close the payroll accounts, deregister the employer with URSSAF, and keep every receipt in the liquidation file: the tax office has years to audit a dissolved company through its former liquidator, and the file is your defence.

Paris and the Ile-de-France add practical constraints worth anticipating. Commercial rents in Paris, Hauts-de-Seine, Seine-Saint-Denis and Val-de-Marne mean the deposit (depot de garantie) often equals three months of a high rent, and landlords deduct restoration (remise en etat) with quotations that surprise foreign owners; have the exit inspection (etat des lieux de sortie) done by a bailiff (commissaire de justice) with photographs, return the keys against receipt, and chase the deposit refund by formal letter before the final accounts. Commercial court registries in Paris, Nanterre, Bobigny and Creteil check loss-recapitalisation history, lease proofs and legal announcement wording line by line; a dissolution notice that omits “societe en liquidation”, the liquidator address or the competent registry is sent back, and each rejection costs three to six weeks. Keep the liquidation address staffed for mail until strike-off, because opposition letters, tax notices and the registry requests for corrections all go there, and an unanswered letter in a closed office is how files stall for a year.

B. Approve the final accounts, close the liquidation and get struck off: costs, delays and what blocks the registry

When assets are sold and debts paid, the liquidator draws up the final liquidation accounts (compte definitif de liquidation) showing what came in, what was paid, and what remains to share or to bear. Article L237-9 of the Commercial Code provides: “Les associés, y compris les titulaires d’actions à dividende prioritaire sans droit de vote, sont convoqués en fin de liquidation pour statuer sur le compte définitif, sur le quitus de la gestion du liquidateur et la décharge de son mandat et pour constater la clôture de la liquidation.” If a shareholder refuses to convene the meeting, the same article allows any shareholder to ask the court to appoint an agent to convene it, so one absent foreign shareholder cannot hold the file hostage forever. The closing meeting votes three things in this order: approval of the final accounts, discharge (quitus) of the liquidator management and end of mandate, and formal finding that the liquidation is closed (cloture de la liquidation). Minutes record the exact surplus or loss, the distribution key, and the address where books will be kept for the statutory period, because books must remain available to the tax office and to any creditor after strike-off.

The Saint-Etienne commercial court gave this closing vote a sharp edge that every foreign owner should understand. A company whose sole shareholder and friendly liquidator had, on 31 December 2024, discharged himself and closed the liquidation then tried to sue two providers in August 2024 through that same former liquidator. The court recalled the statute word for word: “La société est en liquidation dès l’instant de sa dissolution pour quelque cause que ce soit […].” and “La personnalité morale de la société subsiste pour les besoins de la liquidation, jusqu’à la clôture de celle-ci.” and “La dissolution d’une société ne produit ses effets à l’égard des tiers qu’à compter de la date à laquelle elle est publiée au registre du commerce et des sociétés”, then held that “dès lors que le liquidateur dont le mandat a pris fin lorsque l’assemblée générale des actionnaires a constaté la clôture de la liquidation ne peut représenter la société” (Trib. com. Saint-Etienne, 21 July 2026, RG no. 2024J01156). The company and its former liquidator were declared inadmissible in all their claims. The message is blunt: once the closing meeting has found the liquidation closed, the company can no longer act through its liquidator, and after strike-off it can no longer act at all. Sue before you close where you need to sue, collect before you distribute, and never distribute the last euro while a dispute is still alive, because there will be nobody left to cash the cheque or sign the settlement.

The last filing mirrors the first. Publish the closure notice in the same legal announcements support, file the closure on the single window with the closing minutes, the final accounts, the receipt of their deposit at the registry (greffe) of the commercial court, and the request for strike-off (demande de radiation), and pay the registry and BODACC fees. The registry checks that the dissolution was published, that the thirty-day creditor period has run, that no opposition remains open, that tax and social deregistration is underway, and that the closing minutes contain the three votes. When the file is clean, the registry strikes the company off, the Kbis can no longer be issued, and the BODACC publishes the radiation. From abroad, count in practice four to eight weeks per registry round when the file is complete, three to five months for a simple file with no employees and no dispute, six to twelve months with staff, a lease exit or a tax balance, and up to the three-year statutory horizon when assets are hard to sell. Budget in the same spirit: legal announcement for dissolution plus announcement for closure, registry and BODACC fees for each filing, accountant fees for the final VAT, corporate tax and payroll returns, bailiff and landlord restoration if there is a lease, and liquidator fee where an outside liquidator is appointed. Dissolving in December rather than January often saves a full year of CFE and a full year of domiciliation and accounting, which is the cheapest decision of the whole file.

Rejections follow patterns, and each has a fix that works from abroad. Missing loss-recapitalisation history: file the old loss minutes and the continuation with the dissolution batch. Wrong majority in a SAS: re-read the articles, reconvene with the correct quorum and majority, and re-sign. Publication without “societe en liquidation” or without the liquidation address: republish a corrective notice and refile. Liquidator identity incomplete: add the full name, birth details, address, nationality, and the declaration of non-conviction. TUP cases filed as liquidations: withdraw and refile as a universal transfer with the thirty-day opposition proof. Open creditor opposition: pay, secure or have the court decide, then refile. Single window technical rejection of a scanned minute: rescan at readable resolution, with certified translation where a foreign-language power of attorney is attached, and refile the same day. Never open a second dissolution vote while the first is pending at the registry; it creates two competing files and the registry freezes both. One file, corrected fast, always moves faster than two files opened in parallel.

Conclusion

Closing a French SAS or SARL from abroad is a paper procedure with real-world effects, and it rewards order. Vote the early dissolution with the majority your form requires, unanimity or qualified majority where your SAS articles impose it, and appoint a liquidator whose identity is published; add “societe en liquidation” to the name on every letter and invoice from the day of the vote and file on the single window within the month so the dissolution becomes enforceable. Then liquidate like a cautious owner: sell at documented prices, pay wages, social contributions, VAT and suppliers before any distribution to yourself, clear the lease with a bailiff inspection, and keep the liquidation address staffed until the end. Finally, approve the final accounts, discharge the liquidator, record the closure, deposit the accounts at the registry and ask for strike-off only when oppositions are gone and tax is paid, because after closure nobody can still act for the company. Do this in the right order and the Kbis disappears, the BODACC publishes the radiation, and the meter stops. Do it backwards and the company survives you as a legal shell that can still be sued, taxed and fined. Pull your articles, your last Kbis and your accountant statement this week, and start with the solvency check: everything else flows from it.