Dissolving and winding up a company voluntarily — three stages and their deadlines

Voluntary cessation of business concerns companies that are NOT unable to meet their liabilities. It happens in THREE stages, in this order: DISSOLUTION, LIQUIDATION, then STRIKING OFF. The shareholders decide on dissolution and appoint a VOLUNTARY LIQUIDATOR — who may be the director, a shareholder or an outsider — whose term of office cannot exceed 3 YEARS. Within the MONTH following that decision, the liquidator declares the dissolution on the business formalities portal. From then the company is IN LIQUIDATION: its legal personality survives for the purposes of the liquidation, it keeps its registered office and its assets, but it must show the words "société en liquidation" and the liquidator's name on ALL letters, invoices and notices — failing which, a €1,500 fine. Closure must occur WITHIN 3 YEARS of the dissolution, failing which the public prosecutor or any interested party may apply to the court. If the accounts show a SURPLUS, the minutes must be registered with the land registration and registration service, and the surplus is taxed at 2.5 % — except for single-shareholder simplified joint-stock companies and single-member limited liability companies.

Up to date for 2026 — verified on September 12, 2026Official procedure, no printed formGuide: about 90 min

Deadlines

1 month to declare the dissolution: Within the month following the decision to dissolve and appoint the liquidator, the voluntary liquidator must declare the voluntary dissolution on the business formalities portal.
6 months after appointment — first meeting: Within 6 months of their appointment, the liquidator convenes the shareholders' meeting. There they report on the position of the company's assets and liabilities and on the progress of the liquidation, and set the time needed to complete it.
3 months after each year-end — the accounts: Within 3 months of each financial year-end, the liquidator draws up the annual accounts and a written report on the liquidation operations of the year just ended.
6 months after each year-end — the meeting: Within 6 months of each financial year-end, the liquidator convenes the meeting to approve the annual accounts.
3 YEARS to close the liquidation: Closure of the liquidation must occur within 3 years of the dissolution. Failing that, the public prosecutor or any interested party — a creditor, for example — may apply to the court to have the company wound up.
3 years — the liquidator's term: The voluntary liquidator's term of office cannot exceed 3 years. In a public limited company it is renewable.
60 days for the final results return: Within 60 days of the date the final liquidation accounts are approved, the liquidator must send the results return for the last financial year of activity. The tax authority grants an additional 15 calendar days to complete the online procedure.

Documents to prepare

Evidence that the company is not unable to meet its liabilities
The minutes of the meeting deciding the dissolution and appointing the liquidator
The certificate of publication in a legal notices medium
The liquidator's sworn statement of no criminal conviction AND of parentage (father's and mother's surname and forenames)
A double-sided copy of the liquidator's valid national identity card
The inventory of the company's assets and liabilities
The annual accounts for each liquidation year and the liquidator's written report
The final liquidation accounts, showing the surplus or deficit
The liquidation minutes, to be registered with the registration service where there is a surplus
The closure notice, to be published in a legal notices medium
The results return for the last financial year, to be sent within 60 days of approval of the final accounts

See the procedure on the official site

No form is attached to this procedure: the link leads to the official page that describes it.

What this page gives you

The guide above and the link to the official site. ActioFin does not produce any document for this page: whatever you fill in or file is done on the official medium.

Who this applies to

Companies that are NOT unable to meet their liabilities: voluntary dissolution is reserved to them
The shareholders, who decide on dissolution and appoint the voluntary liquidator in general meeting
The VOLUNTARY LIQUIDATOR: the company's director, a shareholder, or someone outside the company
The simplified joint-stock company, where the decision is taken UNANIMOUSLY, unless the articles provide otherwise
The limited liability company, where the decision is taken by a MAJORITY OF THE SHARES + 1 SHARE
The public limited company, where the decision is taken under the quorum and majority rules for ordinary general meetings, the liquidator being appointed for no more than 3 years, renewable
The single-member company whose sole shareholder is a LEGAL PERSON: its dissolution does NOT go through a liquidation stage, but brings about a universal transfer of assets to the sole shareholder — known as simplified dissolution
The company's EMPLOYEES: the liquidator must terminate their employment contracts by economic redundancy, and they may benefit from the wage guarantee scheme where funds are insufficient
The statutory auditor, who remains in office during the liquidation unless the articles or the shareholders decide otherwise

Worked example

Example: a two-shareholder company, from the dissolution vote to the taxed surplus

A two-shareholder limited liability company ceases trading without being unable to meet its liabilities. The manager convenes the shareholders in general meeting to vote the dissolution and appoint a voluntary liquidator; in this form, the decision is taken by a MAJORITY OF THE SHARES + 1 SHARE. The shareholders appoint the manager as liquidator — which the source allows, as it allows a shareholder or an outsider — for a term that cannot exceed 3 years. Within THE MONTH that follows, the liquidator declares the dissolution on the business formalities portal, providing four documents: the minutes of the meeting deciding the dissolution and appointing the liquidator; the certificate of publication of the decision and of the appointment in a legal notices medium; the liquidator's sworn statement of no criminal conviction and of parentage, with their father's and mother's surname and forenames; and a double-sided copy of their valid national identity card. From then the company is IN LIQUIDATION: it keeps its legal personality, its registered office and its assets, but all its letters, invoices and notices must bear the words "société en liquidation" and the liquidator's name — omitting this costs a €1,500 fine. Having two employees, the liquidator must terminate their contracts by economic redundancy; they may benefit from the wage guarantee scheme where funds are insufficient. The liquidator draws up an inventory of assets and liabilities, sells the movable and immovable property — without being able to sell it to themselves or their relatives — and discharges the liabilities. Within 6 months of appointment, they convene the meeting and report. The final accounts showing a SURPLUS, they convene the shareholders to approve them, give discharge and release them from their office; the meeting records the closure, and they draw up the liquidation minutes. As the surplus is positive, they have the minutes REGISTERED with the land registration and registration service: the surplus is taxed at 2.5 % — a tax from which a single-member company would have been exempt. They publish the closure notice in a legal notices medium, file the final accounts with the court registry together with the meeting's decision, and send the final results return within 60 days of approval of the final accounts, with 15 additional calendar days granted for the online procedure.

How to fill it in, step by step

First check that the company is NOT unable to meet its liabilities: voluntary dissolution is reserved to that case.
If your company is a single-member company whose sole shareholder is a LEGAL PERSON, note that dissolution does not go through liquidation: it brings about a universal transfer of assets to the sole shareholder, who takes on both assets and debts.
Convene the shareholders in general meeting to vote the dissolution and appoint a voluntary liquidator, observing the rules for your form: unanimity in a simplified joint-stock company unless the articles provide otherwise, a majority of the shares + 1 share in a limited liability company, ordinary general meeting conditions in a public limited company.
Appoint the liquidator: the director, a shareholder or an outsider. Their term cannot exceed 3 years.
Publish the dissolution decision and the liquidator's appointment in a legal notices medium.
WITHIN THE MONTH following the decision, declare the voluntary dissolution on the business formalities portal, providing: the minutes of the meeting, the certificate of publication, the liquidator's sworn statement of no criminal conviction and of parentage (father's and mother's surname and forenames), and a double-sided copy of their valid national identity card.
Show the words "société en liquidation" AND the liquidator's name on ALL letters, invoices and notices: failure is punishable by a €1,500 fine.
If there are employees, terminate their employment contracts by economic redundancy.
Draw up an inventory of the company's assets and liabilities.
Sell the movable and immovable property — never to the liquidator or their relatives — and discharge the liabilities: pay the employees, repay the debts, pay the creditors.
Within 6 months of your appointment, convene the meeting to report on the position of assets and liabilities and set the time needed to complete operations.
Within 3 months of each year-end, draw up the annual accounts and a written report; within 6 months, convene the meeting to approve them.
Draw up the final liquidation accounts, showing either a surplus or a deficit, then convene the shareholders to approve them, give discharge and release you from your office.
Draw up the liquidation minutes recording the end of operations, and ensure closure occurs within 3 YEARS of the dissolution.
Where there is a SURPLUS, have the minutes registered with the land registration and registration service for your company: the surplus is taxed at 2.5 %, except for single-member companies.
Publish a closure notice in a legal notices medium.
File the final accounts with the commercial court registry together with the meeting's decision on those accounts.
Send the results return for the last financial year within 60 days of approval of the final accounts, by online filing (manual entry on the professional account or the government business portal, or transmission through specialist software) — with 15 additional calendar days granted.

The form, line by line

The three stages: Dissolution, then liquidation, then striking off. The order is not indicative: each stage conditions the next.
Majorities by company form: Simplified joint-stock company: unanimity of the shareholders, unless the articles provide otherwise. Limited liability company: majority of the shares + 1 share. Public limited company: the quorum and majority conditions for ordinary general meetings.
The liquidator's term: It cannot exceed 3 years. The liquidator may be the director, a shareholder or an outsider; in a public limited company the term is renewable.
The four documents for the dissolution declaration: Minutes of the meeting deciding the dissolution and appointing the liquidator; certificate of publication in a legal notices medium; the liquidator's sworn statement of no criminal conviction AND of parentage (father's and mother's surname and forenames); double-sided copy of their valid national identity card.
The words "société en liquidation": They must appear, together with the LIQUIDATOR'S NAME, on all letters, invoices and notices. Failure is punishable by a €1,500 fine.
Ban on sales to the liquidator: The assets making up the company's estate cannot be sold to the liquidator or their relatives.
Liquidation surplus and deficit: The liquidation accounts show either a positive result allowing the shareholders to share a surplus, or a negative result (deficit).
2.5 % tax on the surplus: Where there is a surplus, the liquidation minutes are registered with the land registration and registration service for the company, and the surplus is taxed at 2.5 %. The surplus is NOT taxed for single-member companies.
The 3-year closure deadline: Closure must occur within 3 years of the dissolution. Failing that, the public prosecutor or any interested party — a creditor — may apply to the court to have the company wound up.

Good to know

Legal personality SURVIVES during the liquidation: the company keeps its registered office and its assets, and remains represented — by the liquidator.
The liquidator may be the director themselves: there is no need to bring in a third party.
The liquidator's term and the closure deadline are both 3 years, but they are two distinct limits.
Omitting the words "société en liquidation" from commercial documents costs €1,500: a little-known fine, for wording that costs nothing to add.
Assets cannot be bought back by the liquidator or their relatives: a rule protecting creditors and minority shareholders.
The 2.5 % tax on the surplus does NOT apply to single-member companies: depending on the form, the same surplus costs something or nothing.
Dissolving a single-member company whose sole shareholder is a legal person is SIMPLIFIED: no liquidation, but a universal transfer of assets, the sole shareholder taking on both assets AND debts.
The statutory auditor remains in office during the liquidation, unless the articles or the meeting decide otherwise.
Employees benefit from the wage guarantee scheme where funds are insufficient.
If the meeting cannot deliberate or refuses to approve the liquidator's accounts, the liquidator or any interested party may apply to the commercial court to rule in its place.
Continuing or starting activities for the purposes of the liquidation requires the shareholders' AUTHORISATION, given in general meeting.

Common mistakes

Starting a voluntary dissolution when the company is unable to meet its liabilities: that is not the right route.
Reversing the order of the three stages, or assuming striking off follows automatically from dissolution.
Applying a limited liability company's majority to a simplified joint-stock company: there, the decision is taken unanimously unless the articles provide otherwise.
Exceeding the one-month deadline to declare the dissolution on the business formalities portal.
Omitting one of the four documents, notably the liquidator's sworn statement of PARENTAGE.
Continuing to issue invoices and letters without the words "société en liquidation" and the liquidator's name: a €1,500 fine.
Leaving employment contracts running: the liquidator must terminate them by economic redundancy.
Selling an asset to the liquidator or one of their relatives.
Continuing the business during the liquidation without the shareholders' authorisation given in general meeting.
Letting the 3-year deadline slip: beyond it, the public prosecutor or a creditor may apply to the court to have the company wound up.
Failing to register the minutes where there is a surplus, or forgetting that the 2.5 % tax does not apply to single-member companies.
Forgetting to publish the closure notice in a legal notices medium, or to file the final accounts with the registry together with the meeting's decision.
Missing the 60 days following approval of the final accounts for the last results return — even though 15 additional calendar days are granted for the online procedure.

Frequently asked questions

Which companies may carry out a voluntary dissolution?

Those that are not unable to meet their liabilities. The shareholders decide on the dissolution and appoint a voluntary liquidator responsible for the dissolution, liquidation and striking-off formalities.

Who may be voluntary liquidator, and for how long?

The company's director, a shareholder, or someone outside the company. Their term cannot exceed 3 years; in a public limited company it is renewable.

What majority is needed to decide the dissolution?

In a simplified joint-stock company, unanimity of the shareholders, unless the articles provide otherwise. In a limited liability company, a majority of the shares + 1 share. In a public limited company, the quorum and majority conditions for ordinary general meetings.

What documents must be provided to declare the dissolution?

Within the month following the decision, on the business formalities portal: the minutes of the meeting deciding the dissolution and appointing the liquidator; the certificate of publication of the decision and of the appointment in a legal notices medium; the liquidator's sworn statement of no criminal conviction and of parentage (father's and mother's surname and forenames); a double-sided copy of their valid national identity card.

What changes once the company is "in liquidation"?

Legal personality survives for the purposes of the liquidation: the company keeps its registered office and its assets, and is represented by the liquidator. On the other hand, the words "société en liquidation" and the liquidator's name must appear on all letters, invoices and notices — failure is punishable by a €1,500 fine.

What are the liquidator's duties?

Drawing up an inventory of the company's assets and liabilities; selling the movable and immovable property, it being specified that the assets cannot be sold to the liquidator or their relatives; discharging the liabilities, that is paying the employees, repaying the debts and paying the creditors. They must also terminate the employees' contracts by economic redundancy.

Within what time must the liquidation be closed?

Within 3 years of the dissolution. Failing that, the public prosecutor or any interested party — a creditor, for example — may apply to the court to have the company wound up.

How is the liquidation surplus taxed?

Where the accounts show a surplus, the liquidator has the liquidation minutes registered with the land registration and registration service for the company, and the surplus is taxed at 2.5 %. The surplus is not taxed for single-shareholder simplified joint-stock companies or single-member limited liability companies.

What about a single-member company owned by another company?

The dissolution of a single-member company whose sole shareholder is a legal person does not go through a liquidation stage: it brings about a universal transfer of assets to the sole shareholder, who takes on the whole estate — assets and debts. That is simplified dissolution.

What is the final tax obligation?

Within 60 days of the date the final liquidation accounts are approved, the liquidator sends the results return for the last financial year of activity, by online filing — manual entry of the form on the professional account or the government business portal, or transmission through specialist software. The tax authority grants an additional 15 calendar days to complete that procedure.

Go further

Understand this form: the related course

Amending your company's articles

Related forms

Official sources

Read in French

Guide and document provided for information purposes only; they do not constitute personalised legal or tax advice. Check the recipient organisation's requirements and consult a professional if needed.