You set up a French company years ago, it now has a single shareholder, and you want it gone without paying for a full liquidation. French law offers a shortcut with a technical name: the transmission universelle du patrimoine, universally shortened to TUP. When every share of a French EURL, SASU or SCI ends up in the hands of one corporate shareholder, dissolving the company transfers its whole estate, assets and liabilities together, to that shareholder, with no liquidator and no liquidation operations. For a foreign parent that owns 100 percent of a French subsidiary, this is usually the cheapest and fastest exit route. It is also a route with hard edges: a thirty-day window in which any creditor can block the transfer, an immediate tax bill unless merger relief is properly secured, and a total ban when the company cannot pay its debts. This guide walks through the mechanism first, then the money and the traps, with the exact texts and the court ruling that decide each step.<\/p>\n
Dissolution normally means liquidation: a liquidator is appointed, assets are sold, creditors are paid, and whatever remains goes to the shareholders. The TUP skips all of that. The rule sits in the Civil Code, and it applies only when one person holds every share. Understanding who qualifies and what the single shareholder must file is the difference between a clean strike-off in a few months and a defective dissolution that a creditor reopens later.<\/p>\n
Start with the statute. Article 1844-5 of the Civil Code<\/a> provides: “En cas de dissolution, celle-ci entra\u00eene la transmission universelle du patrimoine de la soci\u00e9t\u00e9 \u00e0 l’associ\u00e9 unique, sans qu’il y ait lieu \u00e0 liquidation.” Dissolution triggers universal transfer of the company’s estate to the sole shareholder, with no liquidation. The same article sets the boundary that matters most to foreign founders: “Les dispositions du troisi\u00e8me alin\u00e9a ne sont pas applicables aux soci\u00e9t\u00e9s dont l’associ\u00e9 unique est une personne physique.” Where the sole shareholder is an individual, the shortcut is closed, and the company must go through standard voluntary dissolution followed by an amicable liquidation with a liquidator. In practice, the official business-closure guidance describes the eligible vehicles as the single-shareholder companies, the EURL (entreprise unipersonnelle \u00e0 responsabilit\u00e9 limit\u00e9e, the one-person limited liability company), the SASU (soci\u00e9t\u00e9 par actions simplifi\u00e9e unipersonnelle, the one-person simplified joint-stock company) and the SCI (soci\u00e9t\u00e9 civile immobili\u00e8re, the non-trading property company), in each case with a personne morale, a legal entity such as a company, as sole shareholder, as explained on the official service-public.fr page on the transmission universelle du patrimoine<\/a>. If your French SASU is owned by your foreign operating company, you qualify. If it is owned by you personally, you do not, and you must appoint a liquidator.<\/p>\n The mirror rule confirms the logic. Article 1844-8 of the Civil Code<\/a> states: “La dissolution de la soci\u00e9t\u00e9 entra\u00eene sa liquidation, hormis les cas pr\u00e9vus \u00e0 l’article 1844-4 et au troisi\u00e8me alin\u00e9a de l’article 1844-5”, the TUP exception. Dissolution leads to liquidation except in the cases of article 1844-4 and the third paragraph of article 1844-5, which is the TUP. And article L. 237-2 of the Commercial Code<\/a> adds: “La soci\u00e9t\u00e9 est en liquidation d\u00e8s l’instant de sa dissolution pour quelque cause que ce soit sauf dans le cas pr\u00e9vu au troisi\u00e8me alin\u00e9a de l’article 1844-5 du code civil.” The company enters liquidation the moment it is dissolved, for any reason, except in the TUP case. Two practical consequences follow from the same article. First, the dissolved company’s legal personality does not vanish at once: “La personnalit\u00e9 morale de la soci\u00e9t\u00e9 subsiste pour les besoins de la liquidation, jusqu’\u00e0 la cl\u00f4ture de celle-ci.” In a TUP there is no liquidation, so personality survives only until the transfer takes effect, which is why the opposition period examined below sets the real closing date. Second, nothing in the dissolution binds third parties until it is published: “La dissolution d’une soci\u00e9t\u00e9 ne produit ses effets \u00e0 l’\u00e9gard des tiers qu’\u00e0 compter de la date \u00e0 laquelle elle est publi\u00e9e au registre du commerce et des soci\u00e9t\u00e9s.” The registre du commerce et des soci\u00e9t\u00e9s, the RCS, is the French company register kept by the clerk of the commercial court, and publication there is what makes the dissolution enforceable against outsiders.<\/p>\n The filing sequence from abroad runs as follows. The sole shareholder records the dissolution decision in minutes, a proc\u00e8s-verbal, which unlike most company deeds does not have to be registered with the local business tax office, the SIE (service des imp\u00f4ts des entreprises). The decision is then published in a legal-notices paper, a journal d’annonces l\u00e9gales, and filed with the single online business formalities portal, the guichet des formalit\u00e9s des entreprises run by the INPI (Institut national de la propri\u00e9t\u00e9 industrielle, the French industrial property office that operates the one-stop shop). The clerk of the commercial court, the greffier du tribunal de commerce, a court officer who keeps the company register, then publishes the dissolution in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official bulletin of civil and commercial notices). The BODACC publication is the starting gun for the creditor period. A foreign parent that cannot send an officer to France signs a power of attorney, a mandat, for a French lawyer or formalist, with the signature legalised or apostilled and translated where the clerk requires it. Keep the chain of title clean: the foreign shareholder must already appear correctly in the French company’s share register and, for a SASU, in the RCS entry, before the dissolution is filed, or the clerk will reject the filing. Our setting-up guide, setting up a company in France as a foreign founder, with bank account, Kbis, VAT and first hire<\/a>, explains the Kbis, the official extract of the company register that proves the company’s existence, and the register entries this closing procedure will undo.<\/p>\n One timing trap deserves emphasis. Because dissolution binds third parties only from RCS publication, contracts signed, payments received or guarantees granted between the shareholder’s decision and the publication still engage the company normally. Do not strip the bank account or distribute the assets the day the minutes are signed. The estate passes as a whole, with its liabilities, only when the transfer legally occurs, and anticipating it exposes the shareholder to claims that the assets were diverted before the creditors’ window even opened.<\/p>\n The TUP is not a quiet disappearance. Every creditor gets one month to object, and one serious objection freezes the transfer until a judge rules. Article 1844-5 of the Civil Code<\/a> provides: “Les cr\u00e9anciers peuvent faire opposition \u00e0 la dissolution dans le d\u00e9lai de trente jours \u00e0 compter de la publication de celle-ci.” Creditors may oppose the dissolution within thirty days of its publication. The official guidance makes the starting point precise: the thirty-day clock starts the day after the BODACC publication Miss that publication date and every downstream deadline shifts with it, so the first task after filing is to watch the BODACC and diary day thirty-one.<\/p>\n An opposition is a court action, not a letter. The creditor serves a summons on the not-yet-dissolved company before the commercial court or the economic-activities court of the registered office, the tribunal de commerce or the tribunal des activit\u00e9s \u00e9conomiques, the TAE, which is the renamed commercial court jurisdiction handling business disputes. The judge has three options, set out in article 1844-5 of the Civil Code<\/a>: “Une d\u00e9cision de justice rejette l’opposition ou ordonne soit le remboursement des cr\u00e9ances, soit la constitution de garanties si la soci\u00e9t\u00e9 en offre et si elles sont jug\u00e9es suffisantes.” The court rejects the opposition, or orders repayment of the debts, or orders security to be posted where the company offers it and the court finds it sufficient. In practice, a supplier with an unpaid invoice, the URSSAF (Union de recouvrement des cotisations de s\u00e9curit\u00e9 sociale et d’allocations familiales, the agency that collects French social charges) with contribution arrears, or a former employee claiming damages before the employment tribunal, the conseil de prud’hommes, can each force the same choice: pay now, secure the claim to the judge’s satisfaction, or litigate the opposition to judgment. The official TUP page gives exactly the employee example, noting that a former worker suing for compensation may oppose because the transfer could delay payment.<\/p>\n If nobody opposes, the transfer happens by operation of law. Article 1844-5 of the Civil Code<\/a> provides: “La transmission du patrimoine n’est r\u00e9alis\u00e9e et il n’y a disparition de la personne morale qu’\u00e0 l’issue du d\u00e9lai d’opposition ou, le cas \u00e9ch\u00e9ant, lorsque l’opposition a \u00e9t\u00e9 rejet\u00e9e en premi\u00e8re instance ou que le remboursement des cr\u00e9ances a \u00e9t\u00e9 effectu\u00e9 ou les garanties constitu\u00e9es.” The estate passes and the legal person disappears only when the opposition period expires, or when any opposition has been rejected at first instance or the debts repaid or security posted. The official guidance translates this into clock time: with no opposition inside the thirty days from BODACC publication, the dissolved company’s estate passes to the sole shareholder the day after expiry at midnight. The shareholder then asks the court clerk for a certificate of non-opposition, the certificat de non-opposition, universally called the CNO, which proves the window closed quietly. Within one month of the transfer, the shareholder must file the strike-off, the radiation, of the dissolved company at the single formalities portal, attaching the CNO. Only the radiation removes the company from the register and stops the recurring bills: the business premises tax, the CFE (cotisation fonci\u00e8re des entreprises), and the social declarations that a registered company keeps generating even with zero activity. File the radiation late and the company lingers on the register, collecting tax notices a dead company should never receive, a pattern our guide on missed annual accounts, court orders and late filing from abroad<\/a> shows playing out with penalties attached.<\/p>\n Two evidentiary habits protect the transfer. First, pay or settle every known creditor before publishing the dissolution, and keep the wire proofs, because an unpaid creditor who opposes late in the window still freezes everything. Second, keep the BODACC notice, the CNO and the radiation receipt together: banks, buyers of the transferred assets and foreign auditors will ask for all three before they treat the French company as gone.<\/p>\n The corporate mechanics are the easy half. Dissolving a French company triggers an immediate tax settlement, the transfer can lose its tax-neutral treatment when paperwork is missing, and the whole shortcut collapses where the company is insolvent. Foreign owners who budget only the clerk’s fees discover the real costs here.<\/p>\n Dissolution closes the tax year on the spot. Article 221 of the General Tax Code<\/a> lists dissolution among the events in which “l’imp\u00f4t sur les soci\u00e9t\u00e9s est \u00e9tabli dans les conditions pr\u00e9vues aux 1 et 3 de l’article 201”, so that corporate income tax, the IS (imp\u00f4t sur les soci\u00e9t\u00e9s), is then assessed under the conditions of article 201, paragraphs 1 and 3, which is the cessation-of-business machinery. The machinery itself is strict. Article 201 of the General Tax Code<\/a> provides: “l’imp\u00f4t sur le revenu d\u00fb en raison des b\u00e9n\u00e9fices r\u00e9alis\u00e9s dans cette entreprise ou exploitation et qui n’ont pas encore \u00e9t\u00e9 impos\u00e9s est imm\u00e9diatement \u00e9tabli”; tax on profits made and not yet taxed is assessed immediately. Taxpayers must then warn the administration fast: “Les contribuables doivent, dans un d\u00e9lai de quarante-cinq jours d\u00e9termin\u00e9 comme il est indiqu\u00e9 ci-apr\u00e8s, aviser l’administration de la cession ou de la cessation et lui faire conna\u00eetre la date \u00e0 laquelle elle a \u00e9t\u00e9 ou sera effective”, and within forty-five days the taxpayer notifies the administration of the transfer or closure with its effective date. Applied to a TUP, this means the dissolved French company files its final corporate return covering the stub period up to dissolution, pays the balance, and the foreign shareholder reports what it receives under its own residence rules, with the applicable tax treaty allocating taxing rights over any distribution element. Our guide on French dividends paid abroad, withholding and treaty reclaim<\/a> completes this picture where the transfer includes reserves taxed as distributions.<\/p>\n Deferred items do not automatically escape. Article 221 bis of the General Tax Code<\/a> provides that where no new legal person is created and a company ceases to be liable to corporate tax at the normal rate, “les b\u00e9n\u00e9fices en sursis d’imposition, les plus-values latentes incluses dans l’actif social et les profits non encore impos\u00e9s sur les stocks ne font pas l’objet d’une imposition imm\u00e9diate, \u00e0 la double condition qu’aucune modification ne soit apport\u00e9e aux \u00e9critures comptables et que l’imposition desdits b\u00e9n\u00e9fices, plus-values et profits demeure possible sous le nouveau r\u00e9gime fiscal applicable \u00e0 la soci\u00e9t\u00e9 ou \u00e0 l’organisme concern\u00e9.” Profits held in tax deferral, unrealised gains in the assets and untaxed stock profits avoid immediate taxation only on two joint conditions: no change to the accounting entries, and continued taxability under the new regime. A foreign parent receiving French assets must examine the second condition with particular care, because once the assets sit on a foreign balance sheet, France may consider that it can no longer tax them, which destroys the deferral. Document the accounting continuity asset by asset, or assume immediate taxation in the closing budget.<\/p>\n The relief that usually saves the operation is the merger regime. The official TUP guidance states that the universal transfer follows the tax regime for mergers and can sit under the favourable regime when three conditions hold together: the dissolved company and the sole shareholder are both liable to French corporate tax, the operation has genuine economic reasons rather than an exclusively tax purpose, and the shareholder commits in the dissolution deed to take over the transferred assets at their fiscal value rather than their market value. The statutory anchor is article 210 A of the General Tax Code<\/a>, which provides: “Les plus-values nettes et les profits d\u00e9gag\u00e9s sur l’ensemble des \u00e9l\u00e9ments d’actif apport\u00e9s du fait d’une fusion ne sont pas soumis \u00e0 l’imp\u00f4t sur les soci\u00e9t\u00e9s.” Net gains and profits on all assets contributed through a merger are exempt from corporate tax. For a foreign parent, the first condition is the usual failure point: a non-French shareholder is not liable to French corporate tax on its worldwide profits, so the favourable regime needs careful structuring, typically with the French assets attributed to a French permanent establishment or with treaty and directive analysis done before the dissolution deed is signed, not after the assessment arrives. Put the commitments in the deed itself, because the relief is claimed through undertakings given at the time of the operation, and a deed silent on fiscal values cannot be repaired retroactively.<\/p>\n Close the indirect taxes in the same movement. The final French VAT return, the TVA (taxe sur la valeur ajout\u00e9e), covering the stub period, must be filed and any credit reclaimed or repaid according to the mixed-use adjustments; the radiation filing at the single portal then propagates the closure to the tax and social bodies, but it does not replace the returns themselves. Keep the VAT, payroll and corporate files for the audit window that follows a closure, since dissolved companies are regularly audited on their final period.<\/p>\n The TUP assumes a solvent company. Where the French company cannot pay its debts as they fall due, the law orders a different door: the collective insolvency proceedings, and the directors must walk through it quickly. Article L. 631-4 of the Commercial Code<\/a> provides: “L’ouverture d’une proc\u00e9dure de redressement judiciaire doit \u00eatre demand\u00e9e par le d\u00e9biteur au plus tard dans les quarante-cinq jours qui suivent la cessation des paiements s’il n’a pas, dans ce d\u00e9lai, demand\u00e9 l’ouverture d’une proc\u00e9dure de conciliation.” Court-supervised rehabilitation, the redressement judiciaire, must be requested within forty-five days of the cessation des paiements, the cash-flow insolvency defined as the inability to meet due liabilities with available assets, unless conciliation proceedings were requested in the meantime. Filing a TUP dissolution for an insolvent company instead of declaring the insolvency exposes the directors to personal liability for late filing and to a management ban, the interdiction de g\u00e9rer, as our guide on when a foreign director must pay the French company’s debts from personal assets<\/a> explains with the exact liability actions. The pre-closing solvency audit is therefore the first document in the file: aged creditor listing, bank position, URSSAF account statement, disputed claims with their litigation stage, and a cash-flow forecast to the transfer date. If the forecast breaks, stop the TUP and file for insolvency inside the forty-five days.<\/p>\n The Cour de cassation has drawn the boundary in a published ruling foreign parents should know. On 2 October 2024, the commercial chamber rejected appeal number 23-14.912 in a case where all the shares of a company had come into one hand and the company was dissolved while it was performing a court-approved rehabilitation plan that had made its business assets inalienable. The Court held: “La dissolution d’une soci\u00e9t\u00e9, dont toutes les parts sociales sont r\u00e9unies en une seule main, intervenue au cours de son plan de redressement pr\u00e9voyant l’inali\u00e9nabilit\u00e9 de son fonds de commerce, n’entra\u00eene pas la transmission universelle de son patrimoine \u00e0 l’associ\u00e9 unique.” Dissolution of a company whose shares are all in one hand, decided while a rehabilitation plan making its business inalienable is running, does not trigger universal transfer to the sole shareholder. The reasoning, given at paragraphs 8 to 10 of the ruling, was that the transfer of the business remained subject to the public-policy rules of insolvency law, so the court of appeal had correctly deduced that the dissolution did not extinguish the company by universal transfer, a ruling published at Cour de cassation, commercial chamber, 2 October 2024, no. 23-14.912<\/a>. The lesson generalises: whenever insolvency proceedings or a running plan constrain the assets, the TUP does not operate, and a shareholder who acts as if the company had vanished, selling the fonds de commerce, the business as a going concern with its customers, lease rights and goodwill, or emptying the accounts, acts on assets that still belong to a company under court supervision.<\/p>\n Creditors also defend themselves inside a solvent TUP, and the shareholder should price that defence. Any creditor can oppose within the thirty days, forcing payment, security or litigation, and tax and social creditors oppose routinely where final returns are missing. The cheapest strategy is to file the final VAT and payroll returns, pay the assessed balances and obtain clearance statements before publishing the dissolution, so that oppositions have nothing to attach to. Where a genuine dispute exists, offer first-rank security voluntarily in the opposition proceedings rather than litigating to judgment while the transfer stays frozen: a frozen TUP keeps the company on the register, keeps the tax clock running, and burns the savings the shortcut was meant to capture. Our official-procedure checklist for shutting down, the service-public.fr cessation guide for voluntary dissolution of a company<\/a>, lists the parallel filings that accompany any closure and helps verify that no return is left behind for an opponent to exploit.<\/p>\n The universal transfer is the right tool for a solvent French subsidiary with a single corporate shareholder: one dissolution decision, one legal notice, one portal filing, one BODACC publication, thirty days of creditor silence certified by the CNO, then radiation within the month. Its conditions are narrow by design. The shareholder must be a legal entity, because article 1844-5 of the Civil Code<\/a> closes the shortcut to individuals, and the transfer occurs only at the end of the opposition period or the resolution of any opposition, never on the day the minutes are signed. The tax settlement is immediate under article 221<\/a> and article 201 of the General Tax Code<\/a>, deferral survives only on the two strict conditions of article 221 bis<\/a>, and the merger exemption of article 210 A<\/a> must be built into the dissolution deed before signing. Insolvency kills the shortcut entirely: the forty-five-day filing duty of article L. 631-4 of the Commercial Code<\/a> takes over, and the Cour de cassation confirmed on 2 October 2024, no. 23-14.912, that a dissolution decided under a running rehabilitation plan does not transfer anything. Check solvency first, pay or secure the creditors, diary the BODACC date, and the French company disappears cleanly with its liabilities settled rather than inherited as litigation.<\/p>\n Send us your Kbis extract and shareholder structure today: a telephone consultation within 48 hours with a lawyer of the firm to check TUP eligibility, the creditor position and the final tax filings. Call +33 6 46 60 58 22<\/a> or write via the contact page<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":" Foreign parent owning 100 percent of a French SASU or EURL can close it by universal asset transfer (TUP) with no liquidator: 30-day creditor opposition, BODACC publication, final corporate tax and merger relief explained.<\/p>\n","protected":false},"author":251031309,"featured_media":16568,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kj_source_type":"","_kj_official_id":"","_kj_official_url":"","_kj_judilibre_id":"","_kj_jur":"","_kj_lieu":"","_kj_chambre":"","_kj_rg":"","_kj_date":"","activitypub_content_warning":"","activitypub_content_visibility":"","activitypub_max_image_attachments":4,"activitypub_interaction_policy_quote":"anyone","activitypub_status":"federated","footnotes":""},"categories":[80314,80313],"tags":[],"class_list":["post-2122275","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. The thirty-day creditor opposition window that sets the real closing date<\/h3>\n
II. Final Tax, Insolvency and the Defences That Decide Whether the TUP Survives<\/h2>\n
A. How France taxes the closing: immediate corporate tax, deferred profits and the merger-relief option<\/h3>\n
B. When the TUP is legally impossible: unpaid debts, the forty-five-day insolvency clock and the court ruling that blocks the shortcut<\/h3>\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n