International founder context#
This guide is written for expats and foreign founders by a French CPA, an English-speaking accountant in Paris, with practical focus on accounting in France, French corporate tax, business setup in France and French payroll.
Shelving and deregistration of a company: The Complete Guide#
Updated March 2026 - The life of a company is not a long, quiet river. Sometimes a project must be paused for strategic, personal or health reasons; other times, it's time to move on for good. Between shelving (temporary cessation) and delisting (permanent cessation), the procedures, costs and legal consequences differ radically. This comprehensive guide takes you step by step to secure these key steps and avoid administrative pitfalls.
Chapter 1: Pausing: Pausing your activity without closing#
Sleeping is a procedure which makes it possible to voluntarily and temporarily cease all commercial activity, while maintaining the legal existence of the company. It is an ideal solution to "hibernate" while waiting for better days or a reconversion.
Conditions and maximum duration#
- Duration: The dormant period is limited to 2 years for companies (SARL, SAS, etc.) and to 1 year (renewable once for traders) for individual companies.
- Prohibition: The company must not carry out any commercial activity during this period.
- Financial health: It cannot be used if the company is in a state of cessation of payments (filing for bankruptcy).
Formalities via the Single Window (INPI)#
Since January 1, 2023, all procedures are carried out exclusively on the INPI portal.
- Decision: The legal representative makes the decision (unless otherwise stipulated in the statutes requiring an EGM).
- Declaration: Within 30 days, via the one-stop shop.
- Publication: Insertion into BODACC is automatic. Publication in a Journal of Legal Announcements (JAL) is optional but sometimes recommended.
Expert's Advice: Do not confuse sleeping with absence of activity. A company "without activity" which has not declared official dormancy remains subject to all common law obligations, particularly in terms of full minimum social security contributions.
Chapter 2: Obligations and consequences during sleep#
Even when asleep, your company still "breathes" administratively. Certain fees and obligations continue.
Taxation: what remains to be paid?#
- IS (Corporate Tax): You must continue to submit an annual tax return (noting "None").
- VAT: Exemption from declaration and payment if no transaction is carried out.
- CFE (Corporate Property Contribution): It remains due for the first 12 months. Beyond that, an exemption is possible.
Social: the fate of the manager#
- TNS managers (majority manager): Minimum social security contributions (health, retirement) remain due even in the absence of remuneration.
- Assimilated Employees (President of SAS): If no remuneration is paid, no contribution is due. Be careful, however: no social protection is then generated.
Accounting and Legal#
Keeping simplified accounts remains mandatory, as does the annual approval of the accounts by the partners.
Chapter 3: Disbarment: Permanently closing your company#
If you decide not to resume activity after sleeping, or if you wish to stop immediately, you must go through the dissolution-liquidation box.
Step 1: Amicable Dissolution#
This is the "civil" death certificate of the company.
- AGE: Vote of the partners with the required majority.
- Liquidator: Appointment of a manager (often the manager) responsible for selling the assets and paying the debts.
- Fees: Registration of the report (often free now) and legal notice (~150€).
Step 2: Liquidation and Bonus#
- Once the debts have been paid, the liquidator establishes the closing accounts.
- Liquidation bonus: If money remains, it is distributed to the partners. Please note: This bonus is taxed at 2.5% (sharing right) + Flat Tax at the partner.
Step 3: Final Radiation#
Submission of the liquidation closing file to the Single Window to obtain the K-bis extract of deregistration.
👉 Need a quote to secure your closure? Contact us
Chapter 4: The trap of automatic dismissal#
If you leave your company dormant beyond the legal period of 2 years without reacting, the Registrar of the Commercial Court can proceed to ex officio deregistration.
Why is this dangerous?
- Loss of control: You no longer control the schedule.
- Complexity of reactivation: To "reactivate" a company automatically deregistered, you must contact the judge responsible for supervising the RCS, a long and costly procedure.
- Responsibility: Automatic cancellation does not eliminate debts. Creditors can still sue the manager.
Conclusion and Action Plan#
Sleeping is a powerful but temporary strategic lever. At the end of 2 years, you have three choices:
- Reactivate the company (resumption of activity).
- Transfer the shares.
- Liquid and write off.
In all cases, a prior tax simulation is essential, especially if your company holds assets or a credit partner current account.
Our firm supports you in choosing the best exit strategy (sleep vs. liquidation) and takes care of all the INPI formalities to free your mind. Make an appointment for a personalized study
(Official sources consulted for the development of this guide: Articles L. 123-7 to L. 123-11-1 of the Commercial Code, Official website of the INPI/Guichet Unique, impots.gouv.fr (BOFIP))
Questions frequentes
What is the difference between a dormant company and dissolution?+
A dormant company is temporary: the company remains legally alive but no longer operates. It can be reactivated at any time. Dissolution is definitive: it marks the beginning of the legal disappearance process (dissolution → liquidation → deregistration).
How long can a company remain dormant?+
There is theoretically no legal maximum duration. However, if the cessation of activity exceeds 2 years, the court registry may pronounce an ex officio deregistration. It is therefore important to regularly notify activity or proceed with dissolution if resumption is not planned.
What are the accounting obligations of a dormant company?+
A dormant company must still file annual accounts with the registry and prepare tax returns (even with zero results). VAT returns can be simplified if the company has no activity. The director's minimum social contributions remain due.
Does a dormant company generate social charges for the director?+
Yes, if the director is affiliated with the Social Security for the Self-Employed (SSI), minimum contributions apply even without income (approximately €1,500 to €2,000/year in 2026). For an SAS president as an assimilated employee, there are no minimum contributions if no remuneration is received.
Can a dormant company be sold?+
Yes, a dormant company can be sold (transfer of shares). The buyer takes over the empty legal structure, which can be advantageous to benefit from seniority or existing tax numbers. The valuation is generally close to the nominal value of the shares.
Article written by Samuel HAYOT
Chartered Accountant, registered with the Institute of Chartered Accountants.
Regulated French accounting and audit firm based in Paris 8, built to support companies across France with a digital and decision-oriented approach.
Sources
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