Country
Closing a company in France: routes, rules and your records
The national business register is where you file to close a company in France. The two routes are Voluntary dissolution and Simplified dissolution. The CNIL is the data-protection authority for the records. the company is not in cessation of payments.
The national business register records a company that files through the single formalities window. Voluntary dissolution and simplified dissolution are the two member routes that register shows.
| Fact | Detail |
|---|---|
| Registry | The national business register. Service Public |
| Regulator | The CNIL. National Commission for Information Technology and Civil Liberties |
| Employee notice | Article L1233-8 of the Labor Code. Légifrance |
| Records to keep | Article L123-22 of the Commercial Code. Légifrance |
| Data-protection law | The General Data Protection Regulation. National Commission for Information Technology and Civil Liberties |
How to close a company in France
Voluntary dissolution is used when the company is not in cessation of payments. The members vote to dissolve and name an amicable liquidator, who may be the manager, a member, or an outsider, for a term of no more than 3 years. In an SAS the vote is unanimous unless the articles say otherwise. In an SARL the vote is a majority of the shares plus one share. Simplified dissolution is used when the company is an EURL or a SASU and its only shareholder is a legal person. The dissolution transfers every asset and every debt to that shareholder. A company whose only shareholder is a natural person cannot use this path and follows the liquidation instead.
Dissolution and liquidation routes
| Route | When it is used | Source |
|---|---|---|
| Voluntary dissolution | the company is not in cessation of payments. The members vote to dissolve and name an amicable liquidator, who may be the manager, a member, or an outsider, for a term of no more than 3 years. In an SAS the vote is unanimous unless the articles say otherwise. In an SARL the vote is a majority of the shares plus one share. | Service Public |
| Simplified dissolution | the company is an EURL or a SASU and its only shareholder is a legal person. The dissolution transfers every asset and every debt to that shareholder. A company whose only shareholder is a natural person cannot use this path and follows the liquidation instead. | Service Public |
The registry
The national business register. Within one month after the closing of the liquidation is publicized, the amicable liquidator files a strike-off on the single formalities window. The file includes the minutes approving the final accounts, a copy of those accounts, proof of the legal notice, a tax-compliance certificate, and a social-security certificate, or a certificate that the company has no employees. The strike-off is then recorded in the national business register. Until that filing, the closing is not effective against third parties.
Employees: consultation and notice
Article L1233-8 of the Labor Code. An employer who plans a collective redundancy for an economic reason affecting fewer than ten employees in the same 30-day period calls and consults the social and economic committee when the business has at least eleven employees. The committee gives its opinion within one month of the first meeting. If it does not, it is treated as having been consulted. With the notice the employer sends the economic, financial, or technical reasons, the number of dismissals, the job categories and the proposed order, the number of employees in the establishment, the expected timetable, the economic measures, and, where relevant, the effects on health, safety, or working conditions.
For staff who worked in a US state, read final paycheck and WARN rules by state.
Data protection when the company closes
The General Data Protection Regulation. The National Commission for Information Technology and Civil Liberties says personal data, when it relates to a natural person, includes a name, a photo, a phone number, an email address, an IP address, a cookie identifier, and a fingerprint. A person can be identified from one item, such as a name, or by combining items, such as an address, a date of birth, and membership of an association. The Commission says the Regulation's requirements apply to that data.
The CNIL. The National Commission for Information Technology and Civil Liberties publishes the test for when personal data falls outside the General Data Protection Regulation and the examples of what still counts as personal data.
The CNIL says a process has to make any identification of people in the data set impossible, and the process is irreversible. When that result is effective, the data are no longer personal data and the GDPR's requirements no longer apply. The Commission uses three checks: a person cannot be singled out, two records cannot be linked to the same person, and an attribute cannot be inferred. Replacing a direct identifier with a code is reversible and the result stays personal data.
Where the GDPR applies, read GDPR and de-identified records before you treat the filing as a US privacy rule.
Records to keep
Article L123-22 of the Commercial Code. Accounting documents are drawn up in euros and in French. Accounting documents and the supporting vouchers are kept for ten years. The documents that record the transactions and the inventory are kept with no blanks and no alterations, on conditions set by a decree of the Council of State. Accounts that are kept regularly may be admitted in court between merchants for commercial facts. If they were kept irregularly, their author cannot use them for his own benefit.
What this means for a data license
You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.
You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.
General information only. This is not legal, tax or financial advice.
The registries already read are listed in how to close a company in another country.
The order of work before the filing is how to wind down a company.
A different registry is how to close a company in Germany.
If liquidation is the comparison, read Ireland company liquidation.
Related
- Closing a company by country
Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- Germany
The commercial register is the registry. One route is Shareholder resolution.
- India
The Registrar of Companies is the registry. One route is Voluntary strike-off.
- Ireland
The Companies Registration Office is the registry. One route is Voluntary strike-off.
- What's shared
Which records can be licensed, which details never leave, and what you approve.
- Systems
What common business tools do to company data after you cancel, including each vendor deletion window.
- Is it legal?
What GDPR, US rules, and bankruptcy law say about licensing company data.
Questions about closing a company in France
How do you close a company in France?
You close a company in France through Voluntary dissolution or Simplified dissolution. Voluntary dissolution is used when the company is not in cessation of payments. Simplified dissolution is used when the company is an EURL or a SASU and its only shareholder is a legal person. The national business register is the office that takes the filing.
When can members dissolve a French company without a court liquidation?
Service Public says a voluntary cessation is for a company that is not in cessation of payments. The members vote to dissolve and name an amicable liquidator for no more than 3 years. In an SAS the vote is unanimous unless the articles say otherwise. In an SARL it is a majority of the shares plus one share. Within one month the liquidator declares the dissolution on the single formalities window. A sole-shareholder company owned by a legal person can instead use a transfer of the whole estate, with no liquidation.
How long does the French Commercial Code say accounting documents are kept?
Article L123-22 says accounting documents are drawn up in euros and in French, and that those documents and the supporting vouchers are kept for ten years. The records of transactions and the inventory are kept with no blanks and no alterations. Accounts kept regularly may be used in court between merchants for commercial facts. If they were kept irregularly, the person who kept them cannot use them for his own benefit.
What three checks does the CNIL use before data leave the GDPR?
The CNIL says identification of people in the data set has to be impossible, and the process has to be irreversible. It checks that a person cannot be singled out, that two records cannot be linked to the same person, and that an attribute cannot be inferred from inside or outside the set. Raw data should not be treated as having passed. Replacing a name with a code is reversible, and that result stays personal data under the GDPR.
Sources
- Service Public. Voluntary cessation of a company.
- National Commission for Information Technology and Civil Liberties. Identifying personal data.
- Légifrance. Labor Code, articles L1233-8 to L1233-10.
- Légifrance. Commercial Code, article L123-22.