Incorporating in France gets most of the attention. Closing down gets almost none, until a founder needs to do it and discovers it isn't a single filing, but a formal two-stage legal process with its own costs, timeline, and tax treatment.
Dissolution and liquidation are two separate steps
For a solvent company (one that can pay its debts), the standard route is a dissolution-liquidation amiable, an amicable, out-of-court closure. It happens in four stages: shareholders vote to dissolve the company at a general meeting, a liquidateur is appointed to wind it up, that liquidateur settles debts and realises remaining assets, and finally the company is struck off the register via the Guichet Unique once liquidation accounts are approved.
The liquidateur is often the company's own director, but can be a third party. Their job is specific: pay creditors, collect what's owed to the company, and determine whether anything is left over for shareholders (the boni de liquidation), or whether the closure ends in a loss.
Realistic timeline and cost
A straightforward amicable dissolution-liquidation typically takes 1 to 3 months from the initial vote to final deregistration, though the liquidateur's mandate can legally run up to 3 years if things are complicated. Budget for two categories of cost: mandatory administrative fees (legal notice publication, Guichet Unique/greffe filing), which run roughly €330 to €500 on their own, and professional support (accountant or lawyer), which brings the realistic total to €500 to €2,500 depending on how clean the company's books already are.
The legal notice you can't skip
Both the dissolution decision and the final closure must be published as an annonce légale in an authorised publication. This is what makes the closure enforceable against third parties, including creditors who might otherwise claim they weren't notified.
What happens to money left over
If assets exceed debts once everything is settled, the surplus (the boni de liquidation) is distributed to shareholders and taxed as a dividend distribution, not as ordinary income. As of 2026, that means the flat tax (prélèvement forfaitaire unique) applies at 31.4% (12.8% income tax plus 18.6% social contributions, up from 30% before the 2026 social-charge increase), unless the shareholder opts into the progressive income tax scale with its 40% allowance on dividend income instead. Single-shareholder structures like an EURL or SASU are exempt from the separate 2.5% distribution-level tax that applies to multi-shareholder companies' boni.
Don't skip the final tax filings
Closure doesn't waive your obligations to the tax authorities. You still owe a final corporate income tax return covering the period up to closure, and a final VAT return if you were VAT-registered. These are due on a shortened timeline (60 days from the approval of the final liquidation accounts for corporate tax, not the usual annual cycle), which is the single most common reason an otherwise-simple liquidation gets delayed at the final registry step.
The deadlines inside the procedure
A closure only stays short if each formal step is done on time:
- Within 1 month of the dissolution decision: file it on the Guichet unique, with the minutes and proof of the legal notice.
- Within 6 months of being appointed: the liquidateur calls a shareholders' meeting and reports on the company's assets and debts.
- Within 3 years of the dissolution: the liquidation must be closed. After that, the public prosecutor or a creditor can ask the court to order it.
- Within 1 month of the closing notice: request removal from the register.
The removal request must come with two certificates showing the company is up to date: one from the business tax office (SIE) and one from Urssaf.
If the company has employees, their contracts are ended by redundancy on economic grounds.
On tax, the 60 days for the final corporate tax return run from the approval of the final liquidation accounts. For VAT, a company under the standard regime (réel normal) has only 30 days.
When the only shareholder is another company
An EURL or a SASU whose single shareholder is a company, not a person, does not go through liquidation. It is dissolved by transferring everything it owns and owes to its parent. This is the transmission universelle de patrimoine (TUP).
The parent records the dissolution in minutes, publishes a legal notice and files both on the Guichet unique. Creditors have 30 days from the publication of the dissolution in the BODACC, the official bulletin, to object. If nobody objects, the assets and debts pass to the parent, which then has 1 month to request removal of the subsidiary from the register. The parent takes over every debt, so check what the subsidiary owes first.
Two situations that call for another route
You want to stop, but may start again. A company can be put to sleep (mise en sommeil) for up to 2 years. The decision is declared on the Guichet unique within 1 month. The company still files annual accounts and tax returns, and pays the CFE business tax for the first 12 months of inactivity. After 2 years with no filing, the registry can strike the company off.
The company cannot pay its debts. When available cash no longer covers the debts, the director must apply to the court within 45 days. A director who misses that deadline risks a management ban.