2024-02-07 17:15:44
Stop the activity of the company without dissolving the company that operates it
On the Cerfa M2 form used for a “declaration of modification of a company – Legal entity”, a mention proposed in part 1 corresponds to this type of formality. It says “Total cessation of activity without disappearance of the legal entity (putting it to rest)”. The suspension therefore allows the president of the SASU to avoid the formalities of dissolution or deregistration of his company.
The conditions are defined by the commercial code and are the same for all legal forms. The principle is that the company stops its activity. On the other hand, remaining registered in the Trade and Companies Register (RCS), the SASU must respect its social and tax obligations.
In the case of a commercial company such as SASU, the duration of the dormancy is limited to 2 years. This duration also applies to other legal forms of companies.
A decision from the president of SASU
Being the sole manager, as president of SASU, you make the decision to put it into dormancy alone. From the date the decision is made, you have a maximum of one month to complete the administrative and legal procedures which will be transmitted to the commercial court registry.
For a commercial activity, you can go directly to the commercial court in your department or use the online services of your Business Formalities Center (CFE): the Chamber of Commerce and Industry (CCI). If your activity is purely artisanal, it is your Chamber of Trades and Crafts (CMA) which receives the file. For a company whose purpose is artisanal and commercial, you will have to complete a formality in the two CFE which concern you: the CCI and the CMA.
It is the M2 form mentioned above that must be completed and signed to make the declaration of dormancy for a company like SASU.
Concretely, what follows is an amending registration in the RCS and/or RM. To make the suspension enforceable against third parties, the commercial code provides for automatic insertion in the Official Bulletin of Civil and Commercial Announcements (BODACC).
On the other hand, insertion in a legal notice journal (JAL) is optional.
Administrative and tax consequences
Your SASU being put on hold and remaining registered with the RCS, you are required to make a declaration of results. The particularity with the previous tax declarations is that you will enter “nil” instead of a profit or a loss.
The situation is also a little special for the business property tax (CFE): your company remains liable for it for the first year of dormancy. However, after 12 consecutive months of dormancy, you will no longer be considered an active business.
If you occupy premises for your business activities, the cessation of your activity can have serious consequences. Indeed, the lease contract may stipulate that the business be operated without interruption. The cessation of activity, even temporary, may motivate the lessor to terminate the lease. However, to avoid rental charges, you can domicile your business at your personal home or use a domiciliation company.
In terms of the social security regime of the president of the SASU, you must pay social security contributions, as well as any salary costs.
The end of the SASU dormancy
Whether you are resuming the activity of the company or dissolving the company, you must complete legal formalities and publish advertisements in a legal notice journal (JAL) or at least in the BODACC.
For a simple resumption of activity after a period of dormancy of less than 2 possible years, a simple new amending registration in the RCS with publication in the BODACC is sufficient.
If the dormant period reaches two years, your SASU risks being struck off by the registrar who reports the situation to the commercial court. As a legal representative, you will receive registered mail with acknowledgment of receipt. You can put it back into operation or carry out its liquidation et dissolution. If you wish to reactivate the dormant company, but the court rejects your request, for 6 months, it is still possible to contact the “judge responsible for monitoring the register”.
In this case, legal publication formalities in a legal notice journal (JAL) of the head office department will be necessary.
To be retained
- Maximum duration of SASU dormancy: 2 years.
- Obligation to continue tax and social security declarations.
- In 2019, the cost of putting the company into dormancy is 190,245 euros. Other costs are to be expected for the deregistration (publication of the legal notice and costs of registering the dissolution decision with the Business Tax Service).
- For a sole proprietorship, this refers to a temporary cessation of activity.
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