You live abroad, you own a French company — usually a SAS (société par actions simplifiée, the simplified joint-stock company that foreign founders use most often) — and the time has come to close it. Perhaps the French project never took off, perhaps the group is restructuring, or perhaps keeping a dormant company with its annual accounts, tax filings and bank fees no longer makes sense. The questions you ask from another country are practical: can I dissolve the company without flying to France, what happens to the employees, what tax returns must still be filed, and when does the company legally disappear so that nothing comes back later? This guide answers in the order a French business lawyer handles the file. French law separates the operation into two stages that foreigners often confuse. Dissolution (dissolution) is the decision that ends the company’s active life and opens liquidation; liquidation (liquidation) is the winding-up phase during which the liquidator sells the assets, pays the creditors, settles the employees and the tax office, and distributes any remainder to the shareholders; only the closing of the liquidation (clôture de liquidation) followed by the strike-off from the trade register (radiation du registre du commerce et des sociétés, the RCS kept by the greffe, the registry of the commercial court) makes the legal person disappear. Every step can be driven from abroad through written resolutions, proxies and a French representative, but the sequence is rigid and the paperwork must be exact: one missed filing and the company survives as a costly shell. This guide explains each French term as it appears. Readers who are still hesitating between closing and keeping the structure will pair it with our companion guide on setting up a company in France as a foreign founder, which describes the running obligations — bank account, Kbis extract (the official identity card of the company), VAT and first hire — that closure brings to an end.

I. Dissolving and liquidating the company: the corporate mechanics you drive from abroad

A. How do you dissolve a French SAS held from abroad and appoint the liquidator?

The starting point is a shareholder decision. Article 1844-7 of the Civil Code lists the ways a company ends, including “Par la dissolution anticipée décidée par les associés” (by early dissolution decided by the shareholders), and the official text is available here: Article 1844-7 of the Civil Code on Légifrance. For a SAS, that decision is taken collectively by the shareholders under the conditions your bylaws (statuts) define, because the SAS is a flexible vehicle: Article L227-1 of the Commercial Code on Légifrance states that “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport” (A simplified joint-stock company may be formed by one or more persons whose liability is limited to their contributions). Limited liability is precisely what makes an orderly liquidation valuable: as long as you follow the procedure, the shareholders do not pay the company’s debts beyond their contributions, while a neglected shell accumulates penalties that can reach the directors personally. If you are the sole shareholder living abroad, you sign a written unilateral decision; if there are several shareholders, you hold a general meeting, physically or by written consultation whenever the bylaws allow it, and shareholders abroad vote by proxy or by correspondence. Nothing in the dissolution itself requires your presence in France, but the minutes must identify the decision, record the majorities required by the bylaws, and appoint the liquidator (liquidateur), who is very often the former president (président) of the SAS. Foreign shareholders sometimes appoint a France-based liquidator for convenience — a lawyer, an accountant, or the former local manager — because the liquidator will sign filings, receive official mail and deal with the bank, the employees and the tax office. Whoever is chosen, the appointment follows the bylaws, and Article 1844-8 of the Civil Code provides the fallback: “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 liquidator is appointed in accordance with the provisions of the bylaws. Where the bylaws are silent, he is appointed by the shareholders or, if the shareholders were unable to make this appointment, by court decision). The full text is here: Article 1844-8 of the Civil Code on Légifrance. The same article adds a warning that matters for groups: “Si la clôture de la liquidation n’est pas intervenue dans un délai de trois ans à compter de la dissolution, le ministère public ou tout intéressé peut saisir le tribunal, qui fait procéder à la liquidation ou, si celle-ci a été commencée, à son achèvement” (If the closing of the liquidation has not occurred within three years of dissolution, the public prosecutor or any interested party may apply to the court, which shall have the liquidation carried out or, if it has been commenced, completed). A liquidation left sleeping for three years can therefore be taken out of your hands by a court. The dissolution must then be made public, because it is the publication that makes it effective against third parties. Article L237-2 of the Commercial Code on Légifrance provides that “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” (Dissolution of a company produces effects against third parties only from the date on which it is published in the trade and companies register). In practice the filing is made on the single online business counter (guichet unique des formalités des entreprises, operated via the INPI, the French intellectual-property and business-formalities institute), which transmits the file to the competent registry; a legal announcement (annonce légale) in an authorised journal must also be published. From that moment the company’s name must be followed by the words “société en liquidation”, since the same Article L237-2 requires the corporate name to be followed by the mention meaning company in liquidation. Invoices, letters and contracts signed during the winding-up must carry that mention, and the liquidator signs on behalf of the company instead of the former president, whose powers end with the dissolution. Shareholders living abroad should also check the bylaws before voting the dissolution, because SAS bylaws sometimes contain approval clauses, lock-up clauses or financing covenants whose breach triggers penalties; Article L237-1 of the Commercial Code on Légifrance recalls the hierarchy that governs the whole operation: “Sous réserve des dispositions du présent chapitre, la liquidation des sociétés est régie par les dispositions contenues dans les statuts” (Subject to the provisions of this chapter, the liquidation of companies is governed by the provisions contained in the bylaws). The bylaws come first, and the statute fills the gaps. Where shareholders disagree on how the liquidation should be run, the law offers a judicial path: Article L237-14 of the Commercial Code on Légifrance provides that “il peut être ordonné par décision de justice que cette liquidation sera effectuée dans les mêmes conditions à la demande” of, among others, shareholders holding a defined fraction of the capital — “D’associés représentant au moins 5 % du capital, dans les sociétés en commandite simple, les sociétés à responsabilité limitée et les sociétés par actions” (shareholders representing at least 5% of the capital, in partnerships limited by shares, limited liability companies and joint-stock companies). A minority shareholder blocked by a reluctant majority therefore has a route to the court, and creditors have the same right. One final check before the vote: make sure the company is solvent. The voluntary dissolution described here assumes the company can pay its debts. If it cannot, the procedure is not a voluntary liquidation but a court-supervised insolvency (redressement judiciaire or liquidation judiciaire), with different rules, different deadlines and personal risks for directors who file late. When in doubt, ask a French accountant to certify that the assets cover the liabilities before you vote.

B. What does the liquidator do, and how does the company legally disappear?

Once appointed, the liquidator becomes the company’s only representative. He identifies and sells the assets — office equipment, stock, vehicles, receivables — terminates current contracts, collects what customers owe, pays the creditors in their legal order, and keeps accounts of every operation. During the whole phase, the company remains a legal person: Article 1844-8 of the Civil Code on Légifrance states that “La personnalité morale de la société subsiste pour les besoins de la liquidation jusqu’à la publication de la clôture de celle-ci” (The legal personality of the company survives for the purposes of the liquidation until publication of its closing), and Article L237-2 of the Commercial Code on Légifrance repeats that “La personnalité morale de la société subsiste pour les besoins de la liquidation, jusqu’à la clôture de celle-ci” (The legal personality of the company survives for the purposes of the liquidation, until its closing). That survival is not a fiction: the company can still sue and be sued, receive payments and pay its debts, which is exactly why creditors keep their rights until the end. The liquidator reports to the shareholders at least once a year. Article L237-25 of the Commercial Code on Légifrance requires that “le liquidateur convoque selon les modalités prévues par les statuts, au moins une fois par an et dans les six mois de la clôture de l’exercice l’assemblée des associés qui statue sur les comptes annuels” (the liquidator shall convene, in accordance with the procedures laid down in the bylaws, at least once a year and within six months of the end of the financial year, the meeting of shareholders which shall approve the annual accounts). For a foreign sole shareholder, that means signing an annual approval decision sent by the liquidator; ignoring it exposes the liquidator to sanctions, since the same article warns that a liquidator who fails in these duties may lose part of his remuneration and be removed. When all assets are realised and all known creditors paid, the liquidator draws up the closing accounts and convenes the shareholders a last time to approve them, record the closing of the liquidation (quitus and clôture), allocate any liquidation surplus (boni de liquidation) to the shareholders, and order the final filings: a second legal announcement for the closing, a filing on the single counter, and the strike-off from the RCS. Only the publication of the closing ends the legal person, as Article 1844-8 ties survival to “la publication de la clôture”. After the strike-off, the former shareholders receive the surplus, if any, and the company’s bank account is closed. Keep every closing document for years: former creditors, the tax office and social-security bodies (URSSAF, the body that collects employers’ social contributions) can still raise claims discovered later, and the paper trail — dissolution minutes, legal announcements, closing accounts, strike-off proof — is your defence. Foreign parent companies should also track the tax treatment of the surplus at home, because France may tax the distribution while the parent’s country taxes it again, with relief depending on the applicable treaty. The whole sequence, from the dissolution vote to the strike-off, typically takes several months for a clean file with no employees and no disputes; with employees, a lease or a tax audit, it takes longer, and rushing the closing before those files are settled is the most common mistake. A company struck off while a debt is still hidden does not make the debt vanish: the creditor can still act against the former shareholders within the limits of the distributed assets and against the liquidator if he committed a fault. That is why serious liquidators publish, notify known creditors individually, and wait for the answers before distributing a euro.

II. Exiting cleanly: employees, tax and filings before the strike-off

A. How do you terminate French employment contracts when the company closes?

Closing the company does not automatically end employment contracts, and this is where foreign owners face the heaviest and most unfamiliar rules. Every employee must be dismissed under French dismissal law, with a genuine reason — the closure of the company is one — and a strict procedure; skipping steps leads the labour courts (conseil de prud’hommes, the court that hears employment disputes) to award damages that survive the liquidation. Start with the headcount, because the procedure scales with it. In companies with at least eleven employees, the staff representative body (comité social et économique, the CSE, the elected employee council) must be informed and consulted before any collective dismissal for economic reasons affecting fewer than ten employees in thirty days. Article L1233-8 of the Labour Code on Légifrance frames that consultation: “Le comité social et économique rend son avis dans un délai qui ne peut être supérieur, à compter de la date de la première réunion au cours de laquelle il est consulté, à un mois” (The social and economic committee shall give its opinion within a period which may not exceed, from the date of the first meeting at which it is consulted, one month). No dismissal letter can be sent before that opinion, or before the one-month period expires. Above the thresholds — at least fifty employees and at least ten dismissals in thirty days — the employer must set up a job-protection plan (plan de sauvegarde de l’emploi, the PSE, a heavy negotiated or court-approved redundancy scheme). Article L1233-61 of the Labour Code on Légifrance states that “l’employeur établit et met en oeuvre un plan de sauvegarde de l’emploi pour éviter les licenciements ou en limiter le nombre” (the employer shall establish and implement a job-protection plan to avoid dismissals or limit their number), adding that “Ce plan intègre un plan de reclassement visant à faciliter le reclassement sur le territoire national des salariés dont le licenciement ne pourrait être évité” (This plan shall include a redeployment plan aimed at facilitating the redeployment within the national territory of employees whose dismissal cannot be avoided). A foreign group closing a French site of that size must therefore fund reclassification leave, training and redeployment assistance, and the labour administration (DREETS, the regional labour authority) validates or approves the plan; closing the doors without it exposes the dismissals to annulment. Below those thresholds, each employee is dismissed individually for economic reasons: written invitation to a preliminary meeting, meeting with the right to be assisted, written reasoned letter, notice period (préavis) worked or paid, and severance. Severance is a statutory minimum, not a favour. Article L1234-9 of the Labour Code on Légifrance provides that “Le salarié titulaire d’un contrat de travail à durée indéterminée, licencié alors qu’il compte 8 mois d’ancienneté ininterrompus au service du même employeur, a droit, sauf en cas de faute grave, à une indemnité de licenciement” (An employee holding a permanent contract, dismissed with 8 months of uninterrupted seniority with the same employer, is entitled, except in the case of serious misconduct, to a dismissal indemnity). The rates are fixed by regulation, and Article R1234-2 of the Labour Code on Légifrance sets the floor: “Un quart de mois de salaire par année d’ancienneté pour les années jusqu’à dix ans” (One quarter of a month’s salary per year of seniority for years up to ten years), plus “Un tiers de mois de salaire par année d’ancienneté pour les années à partir de dix ans” (One third of a month’s salary per year of seniority for years from ten years on). Collective agreements (conventions collectives) and individual contracts often grant more, so the liquidator must check the applicable agreement before calculating. Fixed-term contracts (CDD) cannot simply be ended early because the company closes: as a rule they run to their term or are paid to their term, and agency workers and posted staff have their own end-of-assignment rules. The liquidator must also deliver the end-of-contract pack to every departing employee — work certificate (certificat de travail), final pay slip (solde de tout compte) and the employer attestation for the unemployment agency (attestation France Travail, formerly Pôle emploi) — and declare the headcount changes to URSSAF through the payroll declarations (DSN, the monthly digital payroll return). Employees dismissed from abroad can still sue in France, and a liquidator who distributes the assets while wage claims are pending commits a fault; prudent practice is to provision the full cost of the dismissals — notice, severance, accrued paid leave, PSE measures — before any distribution to shareholders. Foreign directors sometimes discover too late that the president of the SAS who also held an employment contract wears two hats: ending the corporate mandate does not end the employment contract, which needs its own dismissal procedure and its own indemnities.

B. What tax and registry filings close the file for good?

The tax exit is the second pillar of a clean closure, and it runs in parallel with the liquidation, not after it. Dissolution accelerates taxation: profits that have not yet been taxed become taxable immediately. Article 221 of the General Tax Code on Légifrance provides that “En cas de dissolution” (In the event of dissolution), “l’impôt sur les sociétés est établi dans les conditions prévues aux 1 et 3 de l’article 201” (corporate income tax is assessed under the conditions laid down in 1 and 3 of Article 201). Article 201 itself, which governs cessation of a business, then imposes the filings: Article 201 of the General Tax Code on Légifrance states that taxpayers under the actual-earnings regime “sont tenus de faire parvenir à l’administration, dans un délai de soixante jours déterminé comme indiqué au 1, la déclaration de leur bénéfice réel accompagnée d’un résumé de leur compte de résultat” (must send to the administration, within sixty days as determined in paragraph 1, the declaration of their actual profit together with a summary of their profit-and-loss account). The same article separately requires taxpayers to notify the administration of the cessation and its effective date. Concretely, the liquidator files a final corporate-tax return covering the period from the last year-end to the dissolution, declares the liquidation surplus, pays the balance, and later files the closing return. VAT (TVA, taxe sur la valeur ajoutée) needs its own exit: a final VAT return (déclaration de TVA, filed on form CA3 under the normal regime), payment of the VAT due on remaining stock and on self-supplies where applicable, and a request to close the intra-Community VAT number with the tax office (service des impôts des entreprises, the SIE, the local corporate tax office), because a number left open keeps generating filing obligations and penalties. Payroll taxes follow the employees’ exit: final DSN returns, payment of withheld income tax (prélèvement à la source) and social contributions, and the annual payroll summaries. Local business tax (CFE, the cotisation foncière des entreprises levied on business premises) is assessed for the year, and the liquidator checks whether a reduction applies to the closure year under the applicable rules rather than assuming it. If the company is registered in Paris, the filings and the strike-off go through the Paris commercial court registry, and practical delays there are longer than in smaller cities, so the liquidator files early rather than waiting for the last weeks. The registry stage closes the loop: dissolution filing with the legal announcement and the RCS entry mentioning the liquidation, then closing filing with the closing announcement and the strike-off entry. Each filing on the single counter generates a receipt that the liquidator keeps with the minutes. Only when the strike-off is published can the bank account be closed and the remaining funds repatriated to the foreign parent, with the transfer documented as a liquidation surplus distribution supported by the closing minutes — a document banks increasingly ask for under anti-money-laundering checks. Foreign groups should keep the full file — bylaws, dissolution and closing minutes, both legal announcements, RCS extracts old and new, final tax returns, employee settlement proofs, bank-closure letter — for as long as the parent’s auditors and the French limitation periods require, because a dissolved company can still be audited for the years before its closure. The most expensive error is striking off first and discovering an open VAT number, an unfiled return or an unpaid URSSAF balance afterwards: reopening the file costs a multiple of closing it properly, and the foreign shareholder learns that French administration rewards order and punishes haste.

Conclusion

Closing a French subsidiary from abroad is a procedure, not a decision: the shareholders vote the dissolution, the liquidator winds up the assets and the contracts, the employees are dismissed under French dismissal law with their statutory indemnities, the tax office receives its final returns and the VAT number is closed, and only the published closing followed by the strike-off makes the company disappear. The two ideas to keep are the survival of the legal person for the purposes of the liquidation — the company lives until the closing is published — and the effectiveness of each step against third parties only from its publication in the trade and companies register. Run the sequence in order, provision the employees and the taxes before distributing anything, and drive every signature from abroad through written decisions and a reachable liquidator. Handled that way, the French exit leaves no shell, no open tax number and no pending claim: the file is closed, the surplus is repatriated with its minutes, and the foreign parent can turn the page.