You are considering closing your business, and you are wondering what will be the consequences in case of delisting ? This article answers the questions you ask yourself about the delisting of a company: causes, steps to follow, consequences for the company director but also for third parties… We take stock together.
In summary :
- What is the delisting of a company?
- Which registers are affected by this cancellation?
- When does radiation occur and what are the causes?
- What is the procedure for deregistering a business?
- What are the consequences of delisting on the company’s shares?
What is the delisting of a company?
A deregistered business is a business that no longer appears in the Trade and Companies Register (RCS), or to Directory of trades (RM) for craftsmen. This delisting has the effect of putting an end to the company’s activity: it simply ceases to exist.
However, delisting from the RCS does not mean that the company immediately loses its legal personality. This continues to exist as long as it has not proceeded with the complete settlement of its debts, or until it has obtained the payment of all of its debts. In practice, the company’s registration is removed from the official registers: it can therefore no longer exercise any activity, nor invoke its rights with its debtors.
Which registers are affected by this cancellation?
First, the deregistered company disappears from the Trade and Companies Register (also called RCS), which centralizes all information relating to companies. The official date of his delisting corresponds to the date of publication in the RCS of the closing of its liquidation.
On the other hand, the deregistered company also disappears from the SIRENE directory managed by INSEE. In France, all entrepreneurs (sole proprietorship, commercial company, etc.), regardless of their sector of activity and the size of their business, are automatically registered in the SIRENE file kept by the National Institute of Statistics and Studies economic (INSEE) and freely available on the Internet. This system centralizes all French companies, giving them a siren number, and a SIRET number for the establishments attached to them. When a company is deregistered, it automatically disappears from the SIRENE directory.
When does radiation occur and what are the causes?
The delisting of a company can result either from a will of the manager of the company, or from legal proceedings against the company or its manager (for example: judicial liquidation). We must therefore make a distinction between two cases:
- deregistration resulting from a voluntary decision by the company, and which follows its dissolution (decision pronouncing the end of the company);
- ex officio deregistration, which occurs by court decision due in particular to the lack of regularization of the company’s situation, the closing of operations in a judicial liquidation procedure, or sanctions imposed against the company manager.
In the second case, the deregistration of the company occurs after the clerk of the commercial court has notified the company by registered letter with acknowledgment of receipt of the imminence of a deregistration procedure. It’s about a sanction administrative : therefore, the company can oppose it within 6 months.
What is the procedure for deregistering a business?
When you request the delisting of your company as part of an amicable liquidation, you will have to wait until you have completed all the liquidation operations. In practice, you must have decided to dissolve your company and have appointed a liquidator, shared the liquidation surplus, and finally closed the liquidation operations.
In other cases, the request to have your company deregistered from INSEE and RCS must be made within 30 days following cessation of activity. To do this, you must send the following documents to the registry of the Commercial Court:
- a copy of the act of closing the liquidation operations;
- a declaration of deregistration completed and signed in triplicate (form M4);
- a copy of the liquidation accounts;
- a copy of the liquidation closing notice published in a legal notices journal.
Please note: the request for deregistration from your company should not make you forget to take care of certain procedures, in particular with regard to taxation. Thus, you will have to transmit to the Public Treasury a declaration of results within 60 days of the closing of the liquidation of your company. The last taxes to be paid will have to be paid when due, in particular VAT and the CFE (Contribution foncière des entreprises).
What are the consequences of delisting on the company’s shares?
The company’s title deeds continue to exist as long as it has not been removed from the Trade and Companies Register. However, the removal of a company from the official registers also entails the removal of its shares or its shares. In other words, the value of the latter becomes zero.
But what about receivables held by the company?
Two cases can be distinguished here:
- the deregistered company still has receivables;
- the canceled company still has debts.
In the first case, the company will have to request the appointment of a special representative. The latter may put the debtor (s) in default, in order to settle the remaining debts.
In the second case, any interested person may request the competent court to appoint a ad hoc representative responsible for claiming the payment of debts to the canceled company. In fact, if the latter no longer has legal representatives, it nevertheless retains its legal personality as long as it holds debts or receivables. The delisting of a company does not therefore automatically erase the debts or debts it holds.
Do you want to close your company? Captain Contrat assists you in the dissolution, liquidation, cancellation procedure.
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