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.

In order to carry out dissolution without liquidation, the sole member must:

1. Write a dissolution report
2. Publish a legal advertisement of dissolution without liquidation in a Shal: titleContent
3. Declare dissolution at the companies' formalities office.

Company Formalities Window

The file is then sent to the registrar of the commercial court who will make an insertion in the Bodacc: titleContent.

FYI  

Publication in the Office of the dissolution giving rise to a procedure for the universal transmission of the assets

Directorate of Legal and Administrative Information (Dila) - Prime Minister

Pour en savoir plus

The creditors of the dissolved business may oppose the dissolution of the business in a 30-day period from the publication of the dissolution made in Bodacc: titleContent.

The starting point of the creditors’ opposition period shall be the day following the publication of the dissolving in Bodac.

Consult the Official Bulletin of Civil and Commercial Advertisements (bodacc.fr)

In the event of opposition by creditors, the head of the still undissolved business is 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

If no objection has been made by the creditors, the sole member must apply to the Commercial Court Registry for a certificate of non-objection (NOC).

Where the creditors have not objected to the dissolution of the business, the TUP may then take place. The assets of the business shall then be transferred to the sole shareholder upon expiry of the 30-day period.

In the 1-month period as from the transfer of the assets, the sole member must effect the cancelation of the dissolved business at the one-stop-shop for formalities by submitting the certificate of non-objection.

Company Formalities Window

The universal transmission of wealth takes place for the benefit of the single partner. The latter receives the entire heritage of the dissolved business, i.e. assets and debts.

On the other hand, some contracts are not automatically transmitted to the sole partner and terminate at the latest when the business is dissolved. These contracts are:

• Contract of security
• Contract of frankness
• Contract of appointment

However, there is a possibility of extending these existing contracts if the co-contractor agrees. Thus, the commitment of thesurety that exists before the business is dissolved can continue after the TUP only with the agreement of the co-contractor.

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:

• Capital gains on transferred assets are exempt from business tax (SI)

• Taxation of provisions is reduced.