Company dissolution and liquidation in Paris — Voluntary closure

Company dissolution and liquidation in Paris — voluntary closure#

Do you wish to close your company voluntarily and in an orderly way? Voluntary dissolution and the liquidation that follows are the route to wind up a company for good, governed by the French Civil and Commercial Codes. It assumes a company that is not in cessation of payments (otherwise a collective procedure applies).

Hayot Expertise, a chartered-accountancy and audit firm whose principal is a French statutory auditor registered on the list maintained by the High Authority for Audit (H2A), based at 58 rue de Monceau, 75008 Paris, supports you from the dissolution decision to deregistration from the trade register: steering the liquidator, liquidation accounts, optimising the taxation of the surplus and handling formalities. Request a quote within 24 hours or book a meeting.

The liquidator is the agent charged with carrying out the company's disappearance. The mission is not a mere accounting closure: the liquidator realises the assets (sells inventory, equipment, real estate, collects receivables), settles the liabilities (debts, taxes, wages), then distributes the remaining balance to shareholders.

Dissolution, decided in an extraordinary general meeting, does not immediately extinguish the legal personality: it subsists for the purposes of liquidation (article 1844-8 of the Civil Code and articles L.237-1 et seq. of the Commercial Code), so the liquidator can act in the company's name until closure. The liquidator holds the former director's powers, except acts prohibited by law or the bylaws, and reports to shareholders.

Who can be appointed as liquidator#

• A shareholder (often the outgoing manager or president);
• A third party (chartered accountant, lawyer);
• A registered statutory auditor (our firm), for legal security: impartiality, verification of the closing accounts, reliable distributions.

Step 1 — Dissolution decision in an EGM#

Shareholders decide on early dissolution in an extraordinary general meeting (a ground under article 1844-7 of the Civil Code, or a free decision of the shareholders). The minutes name the liquidator and set the liquidation method.

Step 2 — Appoint the liquidator and file#

The liquidator accepts the engagement and prepares an opening liquidation balance sheet. The minutes and appointment are filed with the INPI one-stop shop.

Step 3 — Notice in an official gazette#

A dissolution notice is published in the gazette of the registered office. The words "company in liquidation" then accompany the company name on all documents.

Step 4 — Realise assets and settle liabilities#

The liquidator sells assets, collects receivables, pays debts, taxes and social contributions. No new business is undertaken. This phase lasts from a few weeks to several months depending on complexity.

Step 5 — Liquidation accounts and discharge#

The liquidator prepares the liquidation accounts (assets realised, liabilities settled, surplus or deficit). Shareholders approve them and grant discharge to the liquidator.

Step 6 — Distribution and deregistration#

Return of contributions, distribution of any surplus, payment of the registration duty. A second gazette notice announces the closure, then the company is deregistered from the trade register: the SIREN ceases and the legal personality is extinguished.

Return of contributions (not taxable)#

Each shareholder first recovers their contributed capital. This return is not taxable (article 112 of the French Tax Code): it is a return of capital, not income.

The liquidation surplus (taxable, flat tax 31.4%)#

If net assets exceed the share capital after settling debts, the excess is the liquidation surplus. For individual shareholders, the surplus is distributed income (article 161 of the French Tax Code), taxed under the flat tax (PFU) of 31.4% (12.8% income tax + 18.6% social charges in 2026), unless they elect the progressive scale. Corporate shareholders are subject to corporate income tax under their own regime.

Registration duty (2.5% on the surplus)#

On registering the closing minutes, shareholders pay a 2.5% registration duty (article 746 of the French Tax Code) on the liquidation surplus: the net assets shared after the return of capital (the share capital is excluded from the base). Example: if net assets shared are €100,000 for a capital of €80,000, the surplus is €20,000 and the duty is €500 (€20,000 × 2.5%).

• Simple liquidation (SME with no real estate or disputes): 2 to 3 months.
• Intermediate liquidation (real estate to sell, minor dispute): 4 to 6 months.
• Complex liquidation (group, divided ownership, tax or employment dispute, doubtful receivables): 6 months to 2 years.

Liquidation must in principle be closed within a 3-year period.

These fees cover liquidator coordination, the synthesis of liquidation accounts, the management of formalities (gazette, INPI, registry) and verification of the surplus taxation. Out-of-pocket costs are additional. Request a quote.

1. Residual liability after deregistration. Deregistration does not erase debts: a forgotten creditor can still act and claim, up to the surplus received, the sums distributed. The prudent practice is to retain a contingent liability reserve and, where needed, an escrow deposit. The ordinary limitation period remains five years.
2. Surplus taxation concentrated in one year. Receiving everything in the same year may push you into a higher tax bracket if you elect the scale. Genuinely staggering distributions over two calendar years can help, but it requires shareholder agreement and is constrained by the liquidator's duty of diligence.
3. The overlooked registration duty. Many shareholders discover the 2.5% too late: it is added to the tax on the surplus, it does not replace it.
4. Real-estate capital gain. If the liquidation requires selling property held by the company, the capital gain (sale price minus net book value) is taxed in addition to the surplus. Prior structuring (a holding) could have optimised this; it is too late at liquidation.

• Statutory auditor registered with the H2A and member of the CRCC de Paris: a trusted third party reassuring shareholders and creditors.
• Mastery of surplus taxation: we optimise distributions and residual structures before closure.
• Management of formalities: filing-ready file, gazette notices, INPI and registry filings, with no oversights.
• Speed and transparency: clear timeline, fixed-fee quote, regular dialogue with shareholders.
• Paris 8 base, nationwide engagements, files handled remotely thanks to our paperless tools.