How to Cease Activity in France: Radiation au RCS Process

Closing a French company is more than just locking the doors. The legal process — dissolution followed by liquidation followed by radiation au RCS — is governed by the Code de commerce and must be followed in sequence. Skipping a step leaves the company on the public register, accruing tax obligations and potential director liability. This guide walks through the radiation process for an SAS or SARL in 2026.

Step 1. Distinguish Dissolution from Liquidation from Radiation

Three distinct stages, often confused:

You cannot radiate a company that is not yet liquidated. You cannot liquidate a company that has not been dissolved. The order matters.

Step 2. Decide to Dissolve — Collective Decision

Dissolution requires a collective decision of associates under Code de commerce art. L.237-2 (general principle) and the rules in the statuts (for SAS, L.227-9). For an SAS or SARL, the threshold is normally:

• Unanimity if the statuts so provide;
• Otherwise the threshold for amendment of the statuts (commonly 2/3 or 3/4).

The procès-verbal of the dissolution decision must:

• State the dissolution.
• Appoint a liquidator (often the existing président or gérant).
• Specify the place of liquidation (typically the registered office, but it can be the liquidator’s address).

The decision must be:

• Signed by associates (or their representatives).
• Filed at the Guichet Unique within 1 month.
• Published in a Journal d’Annonces Légales (JAL) within 1 month.

Source — Code de commerce art. L.237-2: https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000005635192

Step 3. The Liquidator’s Mission

Once appointed, the liquidator’s mission under Code de commerce art. L.237-24 is to:

• Realise the assets (sell inventory, collect debts, dispose of equipment).
• Pay all creditors.
• Distribute the surplus to associates pro-rata to their shareholding.

During liquidation, the company retains legal personality (Code de commerce art. L.237-2 al. 2) but its purpose changes to “société en liquidation”. Every commercial document (invoice, letterhead, website) must include this mention to put third parties on notice.

The liquidator is personally liable for fault in the conduct of the liquidation under Code civil art. 1843-5.

Step 4. Update Tax Authorities

The liquidator must:

• File a special tax return within 60 days of the dissolution date — this is a “cessation” return (Code général des impôts art. 201).
• Pay any immediately due corporation tax, VAT, and CFE.
• Notify the Service des impôts des entreprises (SIE) of the cessation.

If the company has employees, the cessation also triggers obligations under labour law (CDI ruptures, attestation France Travail) — separate procedure outside the scope of this guide.

Source — Code général des impôts art. 201: https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000006307322

Step 5. Complete the Liquidation

The liquidator’s tasks:

• Inventory of assets and liabilities at the dissolution date.
• Sell or transfer assets at fair value.
• Pay creditors in order of statutory privilege (Code civil art. 2374 et seq.).
• Reconcile final accounts.

Once all assets are realised and all creditors paid, the liquidator prepares the comptes définitifs de liquidation (final liquidation accounts). These show:

• Realised value of assets.
• Total liabilities paid.
• Bonus de liquidation (if assets > liabilities) or mali de liquidation (if liabilities > assets).
• Distribution to associates.

Step 6. Hold the Final Collective Decision (Clôture de la Liquidation)

A second collective decision is held to:

• Approve the final liquidation accounts.
• Discharge the liquidator from their duties (quitus).
• Pronounce the closure of the liquidation.

The procès-verbal of clôture is signed by associates.

Step 7. Final Filings

After the clôture:

• File the closure of liquidation at the Guichet Unique within 1 month.
• Publish a second JAL notice announcing the clôture.
• The greffier removes the company from the RCS — this is the radiation.

The company’s K-bis is replaced with a K-bis radié showing the closure date.

Step 8. Practical Timeline

The maximum duration of liquidation is 3 years (Code civil art. 1844-8 al. 3). If liquidation is not closed by then, it can be extended by court order.

Step 9. Stricter Routes — Radiation d’Office

If a company fails to file annual accounts for 3 consecutive years, the greffier can apply to the court for radiation d’office (forced removal). This is separate from a voluntary liquidation and does not deal with creditors — it simply removes the company from the register, leaving creditors to pursue any remaining directors personally.

This is not a recommended route. Voluntary dissolution-liquidation-radiation is cleaner and limits liability.

Step 10. Costs

Approximate costs of voluntary radiation (excluding tax liabilities):

If the company has assets to liquidate or complex creditor structures, professional liquidator fees can run into thousands.

Step 11. Common Mistakes — Gyoseishoshi View

• Forgetting “société en liquidation” mention. Every document during liquidation must state this. Failure exposes the liquidator to personal liability for misrepresentation.
• Distributing surplus before paying creditors. Liquidator personally liable to unpaid creditors.
• Missing the 60-day tax return deadline. Triggers immediate tax penalties.
• Filing closure before all creditors paid. The greffier may refuse the radiation if the published creditor opposition period has not been respected.
• Not publishing both JAL notices. Two separate publications are required — one for dissolution, one for clôture. Both must be in a JAL of the registered office department.
• Liquidating with employees. This adds DUE redundancy procedures with consultation of the CSE if applicable. Often deferred until after all employees have left through CDI rupture (rupture conventionnelle, démission, licenciement économique).
• Personal guarantees not released. The radiation removes the company but does not release directors or associates from personal guarantees they have given. These must be addressed separately with each creditor.

Step 12. After Radiation

After radiation:

• The company has no legal personality.
• Statutory books must be kept for at least 5 years (Code de commerce art. L.123-22).
• Any post-radiation claim by a creditor or third party must be brought against the former associates or liquidator personally; there is no longer a company defendant.
• The K-bis radié can be obtained from the greffe for evidence of closure.

The associates are entitled to receive the bonus de liquidation as a final distribution. This is taxable as a capital gain (Plus-value mobilière) for individual associates.

Step 13. The MmowW Scrib🐮 Workflow

Cell #6 (FR Company) generates the radiation pack:

• Procès-verbal of dissolution.
• JAL notice for dissolution.
• Liquidator’s mission letter.
• Cessation tax return prompts.
• Inventory and liquidation accounts templates.
• Procès-verbal of clôture.
• JAL notice for clôture.
• Guichet Unique filing pack.

Each step is gated by the prior step’s completion, with timestamps tracking the 1-month, 60-day, and 3-year statutory deadlines.

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Disclaimer

This article provides legal information, not legal advice. MmowW Scrib🐮 is a document preparation service operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not avocats, notaires, or experts-comptables.

Sources

• Code de commerce art. L.237-2 (dissolution): https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000005635192
• Code civil art. 1844-8: https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000006444058
• Service-public.fr — fermer une entreprise: https://entreprendre.service-public.fr/vosdroits/F32887
• Guichet Unique (formalites.entreprises.gouv.fr): https://formalites.entreprises.gouv.fr/