The guide at a glance
Where to start?
01
How to close a company in France: which route for your situation?
The route depends first on one question: can the company pay every debt that has fallen due with the assets it has available? If so, it closes without going to court: a company through a voluntary winding-up (dissolution-liquidation amiable), a micro-entreprise or sole trader through a declaration that the activity has ended. A pause is also possible through dormancy (mise en sommeil). If not, the company is insolvent (cessation des paiements, Article L. 631-1 of the French Commercial Code): within 45 days, the director must ask the court to open receivership or judicial liquidation (Article L. 640-4). Leaving France changes none of this. A company does not close because its director or shareholders move abroad: its filings, tax returns and debts continue until it is struck off the register (radiation). Selling the shares is the other way out, the company then carrying on under new owners.
- The question
- Can every debt due be paid?
- If not
- 45 days to apply to the court
- Leaving France
- Closes nothing by itself
02
How to close a French company with no debts: dissolution and voluntary liquidation
A company that can pay all its creditors is closed in two stages: dissolution, then voluntary liquidation. The shareholders decide on early dissolution (Article 1844-7 of the French Civil Code), under the conditions required to amend the articles of association; in an EURL or SASU, the sole shareholder decides alone. They appoint a voluntary liquidator, often the director. The Commercial Code sets no nationality or residence condition for the role: a shareholder or former director living abroad can take it on. The decision is published in a legal notices journal and filed on the single business window (guichet unique, run by INPI), in French, like every document of the procedure. The company survives for the needs of the liquidation (Article L. 237-2 of the French Commercial Code): the liquidator sells the assets, collects what is owed, pays every debt and draws up the closing accounts, which the shareholders approve. The closure is published, then the company is struck off.
- Condition
- Able to pay every debt
- Who decides
- The shareholders, or the sole shareholder
- Liquidator
- Anyone, resident in France or not
03
Putting a French company into dormancy: conditions and duration
Dormancy suspends the activity without closing the company: it stays on the register and can resume trading. It is declared on the single business window. For a company, it lasts two years at most: after that, the company resumes trading, is dissolved, or can be struck off by the court registry (greffe) of its own motion. During the pause, obligations continue: annual accounts approved and filed, tax returns, shareholders' decisions. Debts remain payable on the same dates. Dormancy is therefore no route for a company that can no longer pay: if it is insolvent, the 45-day period to apply to the court runs all the same (Article L. 640-4 of the French Commercial Code). It suits a debt-free company waiting for business to return, for a buyer, or for its shareholders to decide, for instance while its owners are abroad.
- Duration
- Two years at most for a company
- Obligations
- Accounts, tax, debts: unchanged
- Excluded
- An insolvent company
04
Closing a French company with debts: the insolvency filing and liquidation
A company that can no longer pay is closed through judicial liquidation, requested from the court no later than 45 days after it became insolvent (Article L. 640-4 of the French Commercial Code). The director files the declaration with the court registry (Article R. 631-1): the commercial court (tribunal de commerce) for a commercial or craft activity, the judicial court (tribunal judiciaire) otherwise (Article L. 621-2), and, in the twelve areas where it exists, the economic activities court (tribunal des activités économiques). The court opens liquidation where rescue is manifestly impossible (Article L. 640-1) and appoints a liquidator; from the judgment, the director no longer manages the company's assets (Article L. 641-9). Liquidation is simplified, and shorter, with no real property, turnover of €750,000 or less excluding VAT and 5 employees or fewer (Articles L. 641-2 and D. 641-10). The hearing takes place in French. If the business can carry on, the court can open receivership instead.
- Deadline
- 45 days after insolvency
- Simplified
- €750,000 excl. VAT, 5 employees, no property
- Language
- French, at every stage
05
Closing a micro-entreprise or a sole trader business in France
A micro-entrepreneur (auto-entrepreneur) or sole trader who has paid everything closes by declaring the end of the activity on the single business window. The final turnover declaration to URSSAF, the body that collects social contributions, and the year's tax returns remain due: being struck off erases no debt, and neither does leaving France. A sole trader who can no longer pay business debts is insolvent and also has 45 days to apply to the court (Article L. 640-4 of the French Commercial Code). Two routes then open. Professional recovery (rétablissement professionnel), if the assets are worth less than €15,000, no one has been employed for six months and the activity stopped less than a year ago: four months, no sale of assets, then the debts are wiped out, with exceptions (Articles L. 645-1, L. 645-4, L. 645-11 and R. 645-1). Otherwise, judicial liquidation, simplified if the assets include no real property (Article L. 641-2).
- No debt
- Online declaration
- With debts
- Professional recovery or liquidation
- Threshold
- Assets under €15,000
06
After closing a French company, what is left to pay?
After a voluntary liquidation, nothing: every debt was paid before the closure, and any surplus (boni de liquidation) was shared among the shareholders, wherever they live. After a judicial liquidation closed for insufficient assets, creditors do not, in principle, regain the right to pursue the debtor (Article L. 643-11 of the French Commercial Code), with exceptions, including fraud, personal bankruptcy as a sanction (faillite personnelle) or bankruptcy fraud. Three things survive the closure. Personal guarantees signed by the director: the bank can claim from the director what the company did not pay. The director's personal liability, if mismanagement contributed to the asset shortfall (Article L. 651-2), or for fraudulent conduct or serious and repeated breaches of the company's tax obligations (Article L. 267 of the French Tax Procedures Code). And record-keeping: accounting records and supporting documents are kept for ten years (Article L. 123-22 of the French Commercial Code).
- Voluntary
- No debt left
- Judicial
- Creditors barred, with exceptions
- Remaining
- Guarantees, faults, records
The timeline
Closing through the court: the dates that matter
The deadlines of a closure with debts, from insolvency to the end of the liquidation. Each date comes from an article.
- Day 0
InsolvencyThe company can no longer meet its debts as they fall due from its available assets. Every deadline runs from this date.
- 45 days
Applying to the courtThe declaration is filed with the court registry no later than 45 days after, unless conciliation was requested within that period.
- Judgment
The liquidator is appointedFrom the judgment, the director no longer manages the company's assets: the liquidator acts instead.
- 2 months after the BODACC
Creditors file their claimsCreditors have two months from publication of the judgment in the BODACC, the official bulletin of civil and commercial notices, to file their claims; two more for those living outside metropolitan France.
- 4 months
The sale of assetsIn a simplified liquidation, the liquidator sells the movable assets within four months of the decision.
- 6 months or 1 year
Closure of a simplified liquidationNo later than six months after the decision; one year if the company exceeds both 1 employee and €300,000 turnover excluding VAT. Three more months by a specially reasoned judgment.
- Closure
The end of the liquidationClosed for insufficient assets, the liquidation does not give creditors back the right to pursue, with exceptions; the company is struck off.
At a glance
The ways to close a French company, side by side
For each route: when it is open, who decides and how long it takes, and what remains to be paid at the end.
| Route | Conditions | Who decides, how long | What remains to pay |
|---|
| Voluntary winding-up | A company able to pay all its debts | The shareholders; liquidator's term of three years at most, renewable | Nothing: everything is paid before the closure |
|---|
| Dormancy | A pause, without insolvency | The director or the shareholders; two years at most for a company | Everything: debts and obligations continue |
|---|
| End of activity (micro-entreprise, sole trader) | Activity stopped, debts payable | The entrepreneur, by an online declaration | Contributions and taxes due for the last period |
|---|
| Professional recovery | Sole trader, assets under €15,000, no employee for 6 months | The court; a four-month procedure | Debts wiped out, except wages, maintenance and a few others |
|---|
| Simplified judicial liquidation | Insolvency, no real property; for a company, €750,000 excl. VAT and 5 employees at most | The court; closure within 6 months or 1 year, 3 more months possible | In principle nothing for the company; the director's guarantees remain due |
|---|
| Judicial liquidation | Insolvency, rescue manifestly impossible | The court; the judgment sets the date for reviewing the closure | Same rule, except fraud, personal bankruptcy or bankruptcy fraud |
|---|
| Receivership | Insolvency, a business that can carry on | The court; observation of 18 months at most, plan of 10 years at most | The debts, under the plan adopted by the court |
|---|
Costs are not compared here: they depend on the company's form, its location and the procedure. In a judicial liquidation, the costs of the procedure are paid from the company's assets.
Common questions
Your questions on closing a company in France
Does a French company close when its owner leaves France?
No. A company stays on the register until it is struck off (radiation), whatever the residence of its director or shareholders. Until then, its accounts, tax returns and other filings remain due, and its debts remain payable. To end it, the shareholders choose a voluntary winding-up if it can pay everything, dormancy for a pause of two years at most, or a sale of their shares. If it can no longer pay, the 45-day period to apply to the court applies (Article L. 640-4 of the French Commercial Code).
Can a French company be wound up from abroad?
Yes. The shareholders take their decisions in the forms set by the articles of association, and the voluntary liquidator can live outside France: the Commercial Code sets no nationality or residence condition for the role. The formalities are completed online on the single business window (guichet unique, run by INPI), and the legal notices appear in a French journal. Everything is done in French: the decisions, the notices, the closing accounts and any exchange with the registry.
What happens to foreign shareholders when a French company is closed?
The same as for shareholders living in France. In an SARL or SAS, they bear losses only up to their contributions (Articles L. 223-1 and L. 227-1 of the French Commercial Code), unless they signed a personal guarantee or, in a judicial liquidation, are found to have run the company in practice. In a voluntary winding-up, they vote on the dissolution and the closing accounts and, once creditors are paid and contributions repaid, share any surplus. The taxation of that surplus for a shareholder resident abroad is not covered here.
Can an SARL or SAS with debts be closed?
Not voluntarily. A company that can no longer pay its debts as they fall due is insolvent: its director must apply to the court within 45 days (Article L. 640-4 of the French Commercial Code), which opens receivership or judicial liquidation, simplified below set thresholds. A voluntary dissolution decided despite unpaid debts does not make them disappear: the voluntary liquidator must then declare the insolvency to the court.
How long does it take to close a company in France?
It depends on the route. A debt-free micro-entreprise closes by an online declaration. A voluntary liquidation lasts as long as it takes to sell and pay, within the liquidator's term of three years, renewable. A simplified judicial liquidation is closed no later than six months or one year after the decision, with three more months possible (Article L. 644-5 of the French Commercial Code). For an ordinary liquidation, the judgment sets the date on which the closure will be reviewed (Article L. 643-9).
How much does it cost to close a company in France?
A voluntary closure involves legal notices, whose rates are set by ministerial order, filing fees and, where relevant, professional fees. Filing an insolvency declaration with the court registry does not require a lawyer. In a judicial liquidation, the costs of the procedure are paid from the company's assets; where they are not enough, the Treasury can advance part of them (Article L. 663-1 of the French Commercial Code).
Is a French lawyer required to close a company?
No. The shareholders can decide the dissolution and complete the formalities themselves, and the director files the insolvency declaration with the court registry, in person or online (Article R. 631-1 of the French Commercial Code). Every document and hearing is in French. A lawyer gives a view on matters of judgment: the choice between receivership and liquidation, a personal guarantee, a 45-day period already exceeded.
Can a French company be sold instead of closed?
Yes. Selling the shares hands the company over to the buyer: it carries on with its assets, contracts and debts, and the director's personal guarantees remain unless the bank releases them. The company can also sell its business (
fonds de commerce), then be wound up. Once receivership or liquidation is open, the court examines the offers. The details are in the
guide to buying or selling a French business.
Other guides
Other situations
InsolvencyInsolvency in FranceWhen a French company is legally insolvent, and the 45-day ruleFilingFiling for bankruptcy in FranceThe filing, the documents, the court, what happens nextSafeguardSafeguard proceedingsProtecting a French company before it becomes insolventLiquidationJudicial liquidation in FranceThe judgment, the liquidator, the closing, what remains to be paidReceivershipReceivership in FranceThe observation period, the plan, the sale, the conversionBuy or sellBuying or selling a French businessBuying out of receivership or liquidation, selling before closingDirector's liabilityWhat a director risksPersonal guarantees, mismanagement, disqualification, personal bankruptcyMicro-entrepriseClosing a micro-entrepriseAuto-entrepreneur, sole trader: debts, assets, professional recovery
