TUP: universal transfer of assets and liabilities

Updated March 2026 - A TUP can, in certain situations, allow a company to be dissolved without going through a traditional liquidation process. It is a powerful restructuring tool, but it should never be handled casually. The conditions must be met, the formal steps must be followed carefully and the consequences for assets, liabilities, contracts and timing must be clearly understood.

In practice, a TUP requires:

• ▸a single partner;
• ▸that this sole partner is a legal entity;
• ▸a formalized decision of dissolution without liquidation;
• ▸compliance with the deadline for opposition of creditors.

To go further, also see EURL to SASU, our Business transfer file and our guide to asset and liability guarantee.

The dissolved company's estate is transferred to the sole shareholder without a liquidation procedure. In other words, this is a genuine full transfer, with legal, tax and operational consequences.

1. ▸decide on dissolution;
2. ▸publish the legal notice;
3. ▸complete the filing formalities;
4. ▸wait for the creditors' opposition period to expire;
5. ▸finalize the cancellation.

Hayot Expertise Advice: a TUP may look straightforward on paper. In reality, success depends on contract review, timing and a precise understanding of what is actually being transferred.

• ▸certain contracts are not transmitted automatically;
• ▸the opposition deadline must be respected;
• ▸taxation and any rights must be verified;
• ▸the documentation must be impeccable.

• ▸group simplification;
• ▸rationalization of structures;
• ▸disappearance of a subsidiary that has become useless;
• ▸legal reorganization where speed of execution matters.

We can assess the feasibility, timing and accounting and tax impact of the transaction.

Discover our legal and tax support

In 2026, a TUP remains an excellent restructuring tool when the conditions are met. It still needs to be prepared as a full transaction, not treated as a simple shortcut with no real stakes.

📞 Are you considering a TUP to simplify a structure or group? We can secure the operation before the first act. Make an appointment with an expert

(Official sources: Public Service on simplified dissolution with TUP, Civil Code article 1844-5, BOFiP on registration fees linked to dissolutions)