What happens between the dissolution and the close of the winding-up?

The company goes on existing only for the needs of the winding-up. The liquidator sells the assets, collects debts owed, pays the creditors and draws up the liquidation accounts; the mandate cannot exceed three years but is renewable (article L. 237-21 of the Commercial Code). Once the assets are realised and the debts paid, the members approve the closing accounts: that is what the closing minutes are for.

Can a company that cannot pay its debts be dissolved this way?

No. A voluntary winding-up assumes the company can pay all its creditors from its assets. A company that has stopped paying its debts must declare it to the court within forty-five days, which then opens insolvency proceedings: these minutes do not replace them. A company whose sole member is itself a company can also be dissolved without winding-up, by universal transfer of its assets (article 1844-5 of the Civil Code); this document does not cover that case.

Who can be the liquidator of a French SAS or SARL?

In a voluntary winding-up the liquidator is chosen by the sole member or the members: most often the former officer or the member, but a third party, a natural or legal person, can also act. The liquidator signs these minutes to accept the office, provides the ID and the declaration of no conviction the one-stop portal asks for, and adds “société en liquidation” and their name to all the company's documents.

Minutes of early dissolution and appointment of a liquidator (France)

Name: Minutes of early dissolution and appointment of a liquidator (France)
Brand: DocMuse
SKU: pv-dissolution-anticipee-nomination-liquidateur
Price: 1.38 EUR
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This document is in French

The PDF you download is in French — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.

For deciding the early dissolution of a French SAS, SASU, SARL or EURL and its voluntary winding-up: date of dissolution, appointment of the liquidator, their powers and pay, the address of the liquidation. The decision is taken by the sole member, the meeting or a deed signed by all, and is then declared online on the one-stop business formalities portal, with the legal notice. The winding-up ends with a second set of minutes, sold separately. Does not cover a universal transfer of assets of a company owned by another company, or insolvency proceedings. In French.

Made for use in France
Last updated October 13, 2026

When to use this document

You want to stop your company's business in France and close it while it can still pay its debts.
The members agree to wind up the company early and must appoint a liquidator.
You are retiring or moving on, and your SASU or EURL no longer has any reason to exist.
You want the minutes deciding the early dissolution before declaring it online.

What you fill in

The details the document asks for.

Company name
Legal form of the company
Capital amount
Company's current registered office
Registration (RCS, registry town and SIREN)
Who takes the decisions
Date of the meeting
Time of the meeting
Place of the general meeting
Chair of the meeting
Members present or represented, with their shares
Summary of the discussion (at a meeting)
Outcome of the vote (at a meeting)
Date the dissolution takes effect
Liquidator
Liquidator's date and place of birth
Liquidator's address
Liquidator's pay (or “none”)
Address of the liquidation (for correspondence)
City
Date
Who signs (the sole member; at a meeting, the manager or president and the chair; for a deed signed by all, every member)

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Common questions

What happens between the dissolution and the close of the winding-up?: The company goes on existing only for the needs of the winding-up. The liquidator sells the assets, collects debts owed, pays the creditors and draws up the liquidation accounts; the mandate cannot exceed three years but is renewable (article L. 237-21 of the Commercial Code). Once the assets are realised and the debts paid, the members approve the closing accounts: that is what the closing minutes are for.
Can a company that cannot pay its debts be dissolved this way?: No. A voluntary winding-up assumes the company can pay all its creditors from its assets. A company that has stopped paying its debts must declare it to the court within forty-five days, which then opens insolvency proceedings: these minutes do not replace them. A company whose sole member is itself a company can also be dissolved without winding-up, by universal transfer of its assets (article 1844-5 of the Civil Code); this document does not cover that case.
Who can be the liquidator of a French SAS or SARL?: In a voluntary winding-up the liquidator is chosen by the sole member or the members: most often the former officer or the member, but a third party, a natural or legal person, can also act. The liquidator signs these minutes to accept the office, provides the ID and the declaration of no conviction the one-stop portal asks for, and adds “société en liquidation” and their name to all the company's documents.

How you can sign this document

Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked

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