Company dissolution lawyer in Paris: close without hidden liabilities.

Three very different routes. Voluntary dissolution is decided by the shareholders when the company can pay its debts. Judicial dissolution is ordered by the court for just cause, in particular where a deadlock paralyses the company's operation (Article 1844-7, 5° of the Civil Code). Insolvency proceedings (safeguard, reorganisation, judicial liquidation) apply when the company can no longer meet its liabilities that have fallen due with its available assets. Pursuing a voluntary dissolution when there is cessation of payments is a fault on the part of the director.

Only if it genuinely paralyses the company's operation. The Court of Cassation regularly quashes judgments that order dissolution without establishing actual paralysis (Cass. com., 5 April 2018, No. 16-19.829). Conversely, dissolution is upheld where the conflict prevents any decision from being taken as required by the articles of association and the affectio societatis has disappeared (Cass. 1re civ., 16 October 2013, No. 12-26.729). The case must demonstrate the facts, the failures to act and the harm to the company.

A shareholder, the current director, a third party or a professional (lawyer, chartered accountant). The articles of association may lay down requirements for the liquidator. Failing that, the shareholders appoint freely by the majority required to amend the articles. In the event of deadlock, the court makes the appointment on the application of any interested person. The liquidator must be independent, available and able to bear the civil liability attached to the role.

Between six and eighteen months in practice. The operational phase begins with the dissolution minutes and ends with deregistration from the RCS. The duration depends on the complexity of the liabilities, the number of creditors, how quickly the assets are sold and any pending disputes. Article 1844-8 of the Civil Code requires closure within a maximum of three years; failing that, the court can be asked to have the liquidation completed.

The surplus is the difference between the positive balance after settlement of liabilities and the capital repaid. For individual shareholders, it is taxed as distributed income: the 30% flat tax by default, or the option for the progressive scale with a 40% allowance. For corporate shareholders, the surplus is subject to corporate income tax, with the parent-subsidiary regime possible if the shareholding exceeds 5%. The calculation should be planned for from the decision to dissolve.

A shortfall arises when liabilities exceed assets. Shareholders' current accounts are absorbed first. If that is not enough, the shareholders contribute to the losses according to the articles of association and the corporate form (limited to contributions in an SAS and an SARL, unlimited in an SCI and an SNC). If the shortfall reveals a cessation of payments, the voluntary liquidator must defer closure and apply for insolvency proceedings to be opened, failing which they risk personal liability.

Through several safeguards. The company keeps its legal personality until the closure is published (Article 1844-8). The liquidator must settle the liabilities in full before any distribution. Creditors can object to the dissolution within thirty days in the case of a universal transfer of assets and liabilities to a sole shareholder that is a legal entity (Article 1844-5, paragraph 3). Closing without a provision for pending litigation engages the liquidator's civil liability (Cass. 3e civ., 11 December 2025, No. 21-14.676).

A TUP takes place when all the shares of a company are held by a single shareholder that is a legal entity and that shareholder decides to dissolve it. The whole of the dissolved company's assets and liabilities is transferred automatically to the shareholder, without liquidation proceedings. Creditors have thirty days from publication to object. A TUP does not apply where the sole shareholder is an individual: a standard liquidation is then required.

Yes, in several situations. A management fault committed before the dissolution can give rise to a liability action under ordinary law. If the deregistered company turns out to have been in cessation of payments, an action for liability for shortfall in assets (Article L. 651-2 of the Commercial Code) remains possible if insolvency proceedings have been opened. Personal commitments (suretyship, first-demand guarantee) survive deregistration. A well-conducted voluntary dissolution drastically limits these risks.

The liquidator must provision the amount likely to be owed before any distribution to the shareholders. A premature closure without a provision engages the liquidator's liability under Article L. 237-12 of the Commercial Code. The Court of Cassation has specified that the creditor's harm is analysed as a loss of a chance, measured by the percentage of chances lost (Cass. 3e civ., 11 December 2025, No. 21-14.676). Ideally, one waits for the outcome of the dispute before closing.

Beyond the statutory costs (around €200 to €300 for publication in a legal notices newspaper and the INPI filing), the fees for assistance vary with the complexity of the liabilities. A simple dissolution without litigation generally starts from €2,500 incl. VAT. A liquidation involving the settlement of pending disputes, negotiation with creditors and tax coordination exceeds €5,000 incl. VAT. The firm proposes a fixed fee after an initial audit of the accounts and of the situation.

Yes, it is mandatory. Publication takes place within the month following the dissolution minutes, in an authorised medium in the département of the registered office. It informs third parties of the dissolution, the appointment of the liquidator and the new registered office (where applicable). A second publication is required at closure, so that the deregistration can be relied on against third parties. The date of publication starts the thirty-day objection period in the case of a TUP.

The discharge, known as the quitus, is the vote by which the closing meeting approves the liquidator's final accounts and releases the liquidator from liability for their management (Article L. 237-9 of the Commercial Code). It amounts to a waiver of any liability action against the liquidator for the facts brought to the shareholders' attention. It does not exclude liability for concealed facts, nor actions by third parties (creditors, the tax authority) who did not vote.

Yes, like any civil company. The majority required for the dissolution decision is in principle unanimity, unless the articles of association provide otherwise. The liquidator realises the assets, pays the debts and divides the net assets among the partners in proportion to their rights. What is specific to an SCI is the preferential allocation of a property to a partner in proportion to their share, possible by a partition agreement. The tax treatment of the surplus depends on whether the SCI is subject to income tax or corporate income tax.

Disputes relating to the dissolution, or to the appointment or liability of the liquidator, fall within the jurisdiction of the commercial court of the registered office for commercial companies, that is, the Paris commercial court for companies registered in the capital. For civil companies (SCI, SCP), the judicial court has jurisdiction. The firm regularly pleads before both courts.