Simplified dissolution of a business: Universal transmission of heritage (UTP)

Verified 01 January 2024 - Legal and Administrative Information Directorate (Prime Minister)

The dissolution of a business shall in principle entail its liquidation. However, where a business has only one partner who is a legal person (i.e. another business), dissolution takes place without going through liquidation, but through a universal transmission of assets (UTP).

The TUP shall apply obligatory when the following 2 conditions are met:

  • The business has only one partner
  • The sole partner is a legal person, i.e. a business

In practice, it is a single person simplified share business (SASU) or a single person company with limited liability (EURL).

The sole member shall draw up a report in which he shall decide on the dissolution with TUP.

If the unique partner is a natural person, TUP is not possible and must be early dissolution then the amicable liquidation of the business.


the dissolution report does not have to be registered with the company tax office (SIE) of the company's headquarters.

To realize dissolution without liquidation, the single member shall:

1. Prepare a dissolution report

2. Publish a legal advertisement of dissolution without liquidation

These steps must be made with the website of the companies formalities window.

Company Formalities Window

The TUP shall be effected at the end of the time-limit for lodging objections creditors of 30 days.

Right of creditors to object

The creditors of the dissolved business may oppose the dissolution in a 30-day period from the publication of the dissolution made in a legal listing support.

That period shall begin on the day following that of publication.

In the event of an objection, the manager or the head of the business not yet dissolved shall be assigned before the commercial court of the place where the dissolved business has its registered office.

Once seized, the court will make one of the following decisions:

  • Reject creditor's objection
  • Order repayment of debts
  • Order the provision of securities

In the absence of opposition, the transfer of assets is automatically effected on the day following the expiry of the opposition period at 0 a.m.

Business removal

In the period of 1 month from the transfer of the assets, the single member must cancel the business at the one-stop-shop for formalities.

Company Formalities Window

The sole partner receives the entire assets of the dissolved business, i.e. assets and debts.

The single partner replaces the dissolved business in all rights, debts and their debts.

On the other hand, the bond, the contract of frankness or the mandate in particular are not concerned by the principle of automatic transmission. They shall end at the latest when the business is dissolved unless agreed by the co-contractor (i.e. the other part).

Thus, the commitment of thesurety remains before the business dissolves and may continue after the TUP only with the agreement of the co-contractor.


The commercial lease must be sent to the sole member who is a beneficiary of the TUP.

The TUP allows you to benefit from preferential tax treatment for mergers.

The sole member must clearly indicate this choice in the dissolution decision.

This system reduces the tax cost of the transaction and benefits from:

  • Exemption from taxation on businesses of capital gains on transferred assets
  • Reduction in the taxation of provisions