You opened a company in France for a project that never took off, or the French subsidiary has served its purpose and now costs more than it earns. Every year the same bills land anyway: the accountant, the corporate property tax (CFE, cotisation fonci\u00e8re des entreprises), the social declarations, the registered address. Living in London, New York, Dubai or Singapore, you wonder whether you can simply walk away, stop filing, and let the company die quietly. You cannot. A French company that is abandoned but never closed keeps existing, keeps being taxed, and its directors keep being liable. The good news is that closing it properly is a standard two-stage procedure, it can be handled almost entirely from abroad, and once the final step is registered the bills stop. This guide explains, for a foreign founder or foreign parent company, how to dissolve a French SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, the flexible joint-stock company most foreigners choose) or SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, the limited liability company), how to run the liquidation, pay the last taxes, dismiss or settle the last employee, close the bank account, and obtain the striking-off that deletes the company from the register. Every French acronym is explained, every decisive step is tied to the exact statute, and the whole path is drawn for someone who will never board a plane to Paris.<\/p>\n
Dissolution is the legal decision that the company will die. It does not kill the company on the spot: it opens a survival period called liquidation, during which a liquidator sells the assets, pays the creditors and prepares the final accounts. Two filings at the start, one decision of the shareholders, and the company officially enters that winding-down phase. Everything below can be signed abroad and filed online through the French single filing portal.<\/p>\n
A French company ends for the causes listed by the Civil Code, and the one that concerns you is voluntary: “Par la dissolution anticip\u00e9e d\u00e9cid\u00e9e par les associ\u00e9s”, which means early dissolution decided by the shareholders (Article 1844-7 of the Civil Code<\/a>). In a SARL, that vote is taken by the shareholders with the majority required to amend the articles of association. In a SAS, the articles themselves say who decides and with what majority, because the SAS (whose legal frame starts with the rule that “Une soci\u00e9t\u00e9 par actions simplifi\u00e9e peut \u00eatre institu\u00e9e par une ou plusieurs personnes qui ne supportent les pertes qu’\u00e0 concurrence de leur apport”, meaning one or more persons may form a simplified joint-stock company with liability limited to their contributions: Article L227-1 of the Commercial Code<\/a>) leaves collective decisions to the articles. Read your articles first: many foreign-owned SAS articles allow a written consultation or a video meeting, which is exactly what a shareholder living abroad needs.<\/p>\n The same decision appoints the liquidator. It can be the former president of the SAS or the former manager (g\u00e9rant) of the SARL, or a third party, including a French lawyer acting under a power of attorney. The appointment must be published: “L’acte de nomination du liquidateur est publi\u00e9 par celui-ci, dans les conditions et d\u00e9lais fix\u00e9s par d\u00e9cret en Conseil d’Etat”, meaning the liquidator publishes the appointment deed under the conditions and time limits set by decree (Article L237-3 of the Commercial Code<\/a>). In practice the filing goes through the INPI single portal (guichet unique, the one-stop online desk run by the INPI, Institut national de la propri\u00e9t\u00e9 industrielle, where all French companies are now registered, modified and closed), which forwards it to the RNE (registre national des entreprises, the national business register) and to the greffe (the registry office of the commercial court that issues the Kbis). The Kbis is the official identity card of a French company: banks, landlords and administrations ask for one less than three months old to prove the company exists and who runs it. After the dissolution filing, the company keeps its legal personality but changes its name in practice, because “La soci\u00e9t\u00e9 est en liquidation d\u00e8s l’instant de sa dissolution pour quelque cause que ce soit”, the company is in liquidation from the moment of its dissolution whatever the cause (Article L237-2 of the Commercial Code<\/a>). From that day every letter, invoice and email must carry the words “soci\u00e9t\u00e9 en liquidation” after the company name, since “La mention ” soci\u00e9t\u00e9 en liquidation ” ainsi que le nom du ou des liquidateurs doivent figurer sur tous les actes et documents \u00e9manant de la soci\u00e9t\u00e9 et destin\u00e9s aux tiers”, the mention and the liquidator’s name must appear on all documents issued to third parties (Article R237-1 of the Commercial Code<\/a>). Forgetting that mention is the classic trap of foreign directors: a supplier who was never told the company is being wound down can claim he was misled.<\/p>\n Concretely, from abroad, the sequence is the following. First, the shareholders sign minutes (proc\u00e8s-verbal) deciding the early dissolution and naming the liquidator, with the registered office of the liquidation fixed, usually at the former registered office or at the liquidator’s address. Shareholders who cannot travel sign a written consultation or give a proxy; signatures made abroad are accepted, and depending on the country a certified or apostilled signature may be requested by the portal or the bank later, so have the signatory’s passport copy ready. Second, a legal notice (avis de dissolution) is published in a legal gazette (journal d’annonces l\u00e9gales) of the department of the registered office, stating the company name followed by “soci\u00e9t\u00e9 en liquidation”, the capital, the address, the registration number, and the liquidator’s name and address. Third, the file is submitted on the INPI single portal: minutes, updated details, proof of the legal notice, and the liquidator’s ID and declaration of non-conviction. The greffe (registry office of the commercial court) checks the file and the dissolution appears on the company’s record, visible to anyone who orders a Kbis. The whole first stage typically takes two to six weeks from abroad if the file is complete, and most delays come from a missing legal notice or an unsigned declaration.<\/p>\n There is one shortcut worth knowing if your French company has a single shareholder. When all shares end up in one hand, the Civil Code provides that “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”, meaning dissolution triggers a universal transfer of the whole estate to the sole shareholder with no liquidation phase (Article 1844-5 of the Civil Code<\/a>). This is the TUP (transmission universelle du patrimoine, universal transfer of assets), and foreign groups use it constantly to absorb a French SASU (SAS with a single shareholder) into the parent. But two warnings matter. First, creditors are protected: “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 object within thirty days of publication, and the transfer only takes effect after that period or once the court has dealt with the objection (Article 1844-5 of the Civil Code<\/a>). Second, the shortcut is closed when the sole shareholder is an individual: the transfer regime does not apply to companies whose sole shareholder is a physical person, so a founder who owns his SASU directly must go through the full liquidation described below. If you are a foreign company holding a French SASU, the TUP is usually the cheapest exit; if you are an individual founder, budget for the two-stage procedure.<\/p>\n Our step-by-step hub for foreign founders, Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire<\/a>, describes the registration machinery in reverse: the same portal, the same greffe and the same Kbis logic govern the exit, which is why founders who understood the entry file close faster.<\/p>\n Many companies that foreigners want to close are not healthy: years of losses have eaten the equity, or two shareholders no longer speak and one refuses to vote the dissolution. French law has an answer for each situation, and closing through these special tracks is still possible from abroad.<\/p>\n When losses have reduced the equity (capitaux propres, assets minus liabilities) below half of the share capital, the shareholders of a SARL must formally choose between dissolving and continuing. The statute says that “les associ\u00e9s d\u00e9cident, dans les quatre mois qui suivent l’approbation des comptes ayant fait appara\u00eetre cette perte s’il y a lieu \u00e0 dissolution anticip\u00e9e de la soci\u00e9t\u00e9”, the shareholders decide within four months of approving the loss-making accounts whether the company should be dissolved early (Article L223-42 of the Commercial Code<\/a>). If they vote to continue, the company must rebuild its equity to at least half of the capital by the end of the second financial year after the loss, or reduce its capital, and the decision is published. The same mechanism exists for companies limited by shares, where the board must convene an extraordinary meeting within four months of the accounts showing the loss (Article L225-248 of the Commercial Code<\/a>). For a foreign owner this is a strategic fork: if the French company is structurally loss-making and you will not inject fresh money, vote the dissolution now instead of letting the four-month and two-year clocks run, because every extra year of survival means another CFE bill, another accountant invoice, and another round of filings. If the deadline has already passed without any vote, regularise immediately: convene the meeting late rather than never, since courts punish prolonged silence more than a late decision.<\/p>\n When a partner blocks the dissolution, the Civil Code offers the judicial exit: the company ends, among other causes, “Par la dissolution anticip\u00e9e prononc\u00e9e par le tribunal \u00e0 la demande d’un associ\u00e9 pour justes motifs, notamment en cas d’inex\u00e9cution de ses obligations par un associ\u00e9, ou de m\u00e9sentente entre associ\u00e9s paralysant le fonctionnement de la soci\u00e9t\u00e9”, early dissolution ordered by the court at the request of a shareholder for valid reasons, in particular where a shareholder breaches his duties or where disagreement between shareholders paralyses the company (Article 1844-7 of the Civil Code<\/a>). A foreign shareholder who is frozen out of a deadlocked French company can petition the commercial court (tribunal de commerce) for dissolution on that ground, from abroad and through a lawyer, without ever attending in person. The court checks that the paralysis is real and lasting: a mere disagreement on strategy is not enough, but a company that can no longer hold meetings, approve accounts or appoint officers because the partners veto everything qualifies. Case law applies this text strictly, so gather the evidence before suing: unanswered convocations, minutes showing blocked votes, frozen bank mandates, resignation letters.<\/p>\n Even after dissolution, a blocking minority can try to stall the closing meeting. The law anticipates it: “A d\u00e9faut, tout associ\u00e9 peut demander en justice la d\u00e9signation d’un mandataire charg\u00e9 de proc\u00e9der \u00e0 la convocation”, failing a proper closing meeting, any shareholder may ask the court to appoint an agent to convene it (Article L237-9 of the Commercial Code<\/a>). And “Si l’assembl\u00e9e de cl\u00f4ture pr\u00e9vue \u00e0 l’article L. 237-9 ne peut d\u00e9lib\u00e9rer ou si elle refuse d’approuver les comptes du liquidateur, il est statu\u00e9, par d\u00e9cision de justice, \u00e0 la demande de celui-ci ou de tout int\u00e9ress\u00e9”, if the closing meeting cannot deliberate or refuses to approve the liquidator’s accounts, the court decides at the request of the liquidator or any interested party (Article L237-10 of the Commercial Code<\/a>). More broadly, creditors and minority shareholders holding at least five percent of the capital in SARLs and joint-stock companies can ask the court to order that the liquidation follow the statutory rules rather than the articles: “il peut \u00eatre ordonn\u00e9 par d\u00e9cision de justice que cette liquidation sera effectu\u00e9e dans les m\u00eames conditions \u00e0 la demande” of those qualified minorities and of the creditors (Article L237-14 of the Commercial Code<\/a>). The practical message for a foreign owner in conflict is simple: no single partner and no single creditor can hold the liquidation hostage forever, because the president of the commercial court can always appoint, convene or decide. That judicial backstop is also your leverage in negotiation: a partner who understands that the court will order the closing anyway usually prefers a negotiated timetable to a court-ordered one.<\/p>\n Dissolution opens the liquidation; liquidation ends with the striking-off (radiation), the deletion of the company from the register that finally stops the bills. Between the two, the liquidator converts everything into cash, pays everyone in the legal order, and has the shareholders approve the final position. This second stage lasts as long as it takes to collect and pay, often three to nine months for a small company, and it can be piloted from abroad if the liquidator, the accountant and the lawyer coordinate.<\/p>\n The liquidator’s mission is set by the articles first and by statute second: “Sous r\u00e9serve des dispositions du pr\u00e9sent chapitre, la liquidation des soci\u00e9t\u00e9s est r\u00e9gie par les dispositions contenues dans les statuts”, the winding-up is governed by the articles subject to the mandatory chapter (Article L237-1 of the Commercial Code<\/a>). In practice the liquidator terminates or assigns the contracts (office lease, domiciliation contract, software subscriptions, insurance), collects the receivables, sells the stock and equipment, repays the bank loans and the shareholder current-account advances, and pays the suppliers, the landlord and the tax and social administrations. Remember that the company’s legal personality survives for this purpose: “La personnalit\u00e9 morale de la soci\u00e9t\u00e9 subsiste pour les besoins de la liquidation, jusqu’\u00e0 la cl\u00f4ture de celle-ci”, the legal personality continues for liquidation needs until closure (Article L237-2 of the Commercial Code<\/a>). That survival is useful, because the liquidator can still sue a customer who never paid, and it is dangerous, because the directors’ liability regime keeps applying to the liquidator’s own faults.<\/p>\n If the liquidation lasts beyond one financial year, the liquidator must keep the shareholders informed: “Le liquidateur, dans les trois mois de la cl\u00f4ture de chaque exercice, \u00e9tablit les comptes annuels”, within three months of each year-end the liquidator draws up the annual accounts and reports on the operations of the year (Article L237-25 of the Commercial Code<\/a>). For a foreign shareholder this annual report is the control tool: demand it, read the list of remaining assets and unpaid creditors, and check that the social and tax accounts are being reduced rather than growing.<\/p>\n The end of the road is the closing meeting. The shareholders are convened to approve the final account, grant the liquidator his clearance (quitus, the formal discharge of his management) and record the closure: they “sont convoqu\u00e9s en fin de liquidation pour statuer sur le compte d\u00e9finitif, sur le quitus de la gestion du liquidateur et la d\u00e9charge de son mandat et pour constater la cl\u00f4ture de la liquidation” (Article L237-9 of the Commercial Code<\/a>). The vote follows the articles, and in a SAS the articles may require unanimity for this step, since the statute provides that the relevant decisions are taken “Sauf clause contraire, \u00e0 l’unanimit\u00e9 des associ\u00e9s, dans les soci\u00e9t\u00e9s par actions simplifi\u00e9e”, unanimously in a SAS unless the articles say otherwise (Article L237-27 of the Commercial Code<\/a>). Check that clause before you start: if your SAS articles demand unanimity and you are in conflict with your partner, you already know you may need the court route of Article L237-10 described above.<\/p>\n Once closure is recorded, three formalities remain. First, the closing legal notice is published and the radiation file is submitted on the INPI single portal, with the closing minutes and the final accounts. The greffe deletes the company and the Kbis disappears from the public records: that deletion is the only proof that the company no longer exists, because dissolution alone only binds third parties from its publication on the register, as Article L237-2 recalls when it states that “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” (Article L237-2 of the Commercial Code<\/a>). Second, the closing deeds linked to a distribution of assets must be registered with the tax administration: “Doivent \u00eatre enregistr\u00e9s dans le d\u00e9lai d’un mois \u00e0 compter de leur date”, they must be registered within one month of their date (Article 635 of the General Tax Code<\/a>), which covers deeds recording a sharing of property. Your accountant or lawyer files that registration and pays any fixed or proportional duty. Third, the company’s bank account is closed once the last payments clear, and any remaining cash is distributed to the shareholders as liquidation surplus (boni de liquidation), taxed in their hands under their own regime. Foreign shareholders should warn their home-country tax adviser at this stage: France may levy, and the home country may tax again, with the tax treaty deciding who gets what.<\/p>\n Two companion guides help at this stage: our walkthrough of the blocked-account nightmare, The French Bank Said No to Your Company Account and You Live Abroad<\/a>, explains how French banks handle company files, which is useful in reverse when you close the account and repatriate the balance; and our salary-and-dividends guide, Your French Company Pays You While You Live Abroad<\/a>, explains the withholding logic that also applies to the final distribution.<\/p>\n Closing the register entry is not enough if the tax and social files stay open. The DGFIP (Direction g\u00e9n\u00e9rale des finances publiques, the French tax administration), the VAT office, and URSSAF (the network of agencies that collect French social security contributions from employers and the self-employed) do not read the commercial register automatically for every tax: the liquidator must close each file, from abroad wherever e-filing allows it.<\/p>\n Corporate income tax (IS, imp\u00f4t sur les soci\u00e9t\u00e9s) accelerates on dissolution: “l’imp\u00f4t sur les soci\u00e9t\u00e9s est \u00e9tabli dans les conditions pr\u00e9vues aux 1 et 3 de l’article 201”, the tax is assessed immediately under the cessation rules (Article 221 of the General Tax Code<\/a>). The company must file its last return within sixty days of the triggering event and pay the balance, plus settle any instalments (acomptes) already due. If the liquidation spans two calendar years, each year’s result is taxed in turn, which is why liquidators try to sell and distribute within one year. VAT (TVA, taxe sur la valeur ajout\u00e9e) requires a final return: declare the last sales, reverse the VAT deducted on assets that are kept or transferred where the rules require it, and request the deregistration of the intra-Community VAT number. Keep every invoice: our e-invoicing guide for foreign companies, Your French Company Receives Electronic Invoices While You Live Abroad<\/a>, explains the archiving duties that survive the company, and the tax auditor can still knock after closure, as our tax-audit guide shows (How a French Tax Audit Works When You Live Abroad<\/a>).<\/p>\n If the company still employs someone, the liquidation does not erase employment law. The last employee must receive the full exit package: final payslips, balance of any account (solde de tout compte), work certificate, and the attestation for the unemployment agency, with accrued paid leave paid out. Dismissal letters must state a real ground; the closure of the company is one, but the procedure and notice periods still apply, and our first-hire and dismissal guides detail the forms from abroad (Hire Your First Employee From Abroad<\/a> and Dismiss Your First Employee From Abroad<\/a>). Large companies face an extra layer: “Dans les entreprises d’au moins cinquante salari\u00e9s, lorsque le projet de licenciement concerne au moins dix salari\u00e9s dans une m\u00eame p\u00e9riode de trente jours, l’employeur \u00e9tablit et met en oeuvre un plan de sauvegarde de l’emploi pour \u00e9viter les licenciements ou en limiter le nombre”, in companies with at least fifty employees, collective dismissals of ten or more trigger a mandatory employment safeguard plan (Article L1233-61 of the Labour Code<\/a>). Most foreign-owned small companies never reach that threshold, but groups closing a French subsidiary with a real workforce must plan the employment plan months ahead, because it conditions the whole timetable.<\/p>\n On the social side, the liquidator files the last DSN (d\u00e9claration sociale nominative, the monthly electronic payroll and contributions return), pays the last URSSAF contributions, declares the cessation of the company as an employer, and closes the retirement and provident fund affiliations. Keep the certificates of deregistration: URSSAF reassessments can arrive years later, and a closed file with proof of final payment is the fastest way to kill them, as our URSSAF-audit guide explains (Audited by URSSAF While You Live Abroad<\/a>). The CFE file deserves its own check: the company remains liable for the year of closure under that year’s rules, so closing in January rather than December can save a full year of that tax, a simple calendar point your accountant should confirm before you vote the dissolution. Finally, commercial records must be kept after the radiation: accounting documents, payroll records and tax returns have statutory retention periods that outlive the company, and the closing minutes should state who keeps them, usually the former liquidator or the parent company.<\/p>\n Three mistakes turn a clean closure into an expensive one. The first is trading on after dissolution: signing new business in the company’s name while it is supposed to be winding down exposes the liquidator personally and can be reclassified as mismanagement. The second is distributing cash to shareholders before all creditors are paid: a creditor who surfaces within the limitation periods can sue the shareholders up to what they received. The third is forgetting a hidden creditor, typically URSSAF or the tax office, because their final bill arrives months after the last return; always provision a reserve, wait for the clearance certificates, and only then distribute the last euro. If the company is not merely dormant but insolvent, none of the above applies: when the company cannot pay its due debts with its available assets (cessation des paiements), the liquidator must file for insolvency (d\u00e9p\u00f4t de bilan) at the commercial court within forty-five days, and the amicable liquidation turns into a court-led procedure. Tell your lawyer immediately if the balance sheet is negative and the cash is gone: continuing an amicable liquidation while insolvent is the fastest route to personal liability for the directors.<\/p>\n Closing a French company from abroad is a paper procedure, not a physical one: vote the early dissolution, appoint a liquidator, publish and file on the single portal, then let the liquidator sell, pay, file the last tax and social returns, hold the closing meeting and strike the company off the register. The two moments that decide everything are the first vote, which must be drafted to survive the articles and any blocking partner, and the last distribution, which must wait until every administration has been paid or has cleared the file. Between them, discipline matters more than speed: use the “soci\u00e9t\u00e9 en liquidation” mention on every document, demand the liquidator’s annual accounts, register the closing deeds within the month, and keep the deregistration certificates from the tax office and URSSAF. A dormant company costs thousands of euros a year to keep alive and exposes its directors indefinitely; a properly radiated company costs one procedure and then silence. Start the dissolution in the year you decide to stop, close the bank account only after the last administration has cleared, and have the whole file reviewed before the final distribution: that review is the cheapest insurance a foreign owner can buy.<\/p>\n You run a French company from abroad and want to close it cleanly, without travelling and without a forgotten bill resurfacing. Our firm advises foreign founders and parent companies on French company closures from the first vote to the striking-off. Phone consultation: 80 EUR incl. VAT, within 48 hours with a lawyer of the firm. Call +33 6 46 60 58 22<\/a> or write via our contact page<\/a> with your Kbis, your last balance sheet and the name of the shareholder who will vote.<\/p>\n","protected":false},"excerpt":{"rendered":" Dormant French SAS or SARL still bills you every year. This guide shows foreign owners how to vote the dissolution, run the liquidation, pay the last taxes and strike the company off the register without travelling to France.<\/p>\n","protected":false},"author":251031309,"featured_media":16381,"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-2132216","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. What if the company lost half its capital, or a partner blocks the vote?<\/h3>\n
II. How do I liquidate, pay the last taxes and strike the company off the French register from abroad?<\/h2>\n
A. Sell, collect, pay: the liquidator’s run-down and the final meeting<\/h3>\n
B. Stop the bills for good: last corporate tax, VAT, payroll and social filings<\/h3>\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n