Dissolution
A registration that terminates a company's presence in the trade and companies register, and whose publication in the BODACC informs third parties.
Definition
Striking off is the registration that removes a company from the trade and companies register. It occurs at the end of its legal existence, when the business has ceased and the liquidation operations are complete, or when an administrative or judicial decision requires it. It is recorded by the court registry and published in the BODACC.
It is distinct from the mere cessation of business. A company may cease trading without being immediately struck off: the registration remains in place as long as the dissolution has not been pronounced and the liquidation has not been completed. Conversely, a striking off may be ordered ex officio when the court registry notes an irregular situation, for example the failure to file accounts for several financial years or the absence of any sign of activity.
The publication of the striking off serves an informational purpose. It allows a creditor to know that the company no longer exists, a customer to verify that its counterparty is still trading, and a third party to understand why a company no longer appears in searches. It brings the legal existence of the legal person to an end, once the liquidation operations are complete.
In what cases is a striking off ordered
After a liquidation
When the voluntary or judicial liquidation is completed, the liquidator has the closing accounts drawn up and applies for the striking off. It is registered after the documents have been filed and the closure of the liquidation has been published.
After a cessation of activity
A sole trader who ceases their activity declares the cessation, which leads to the striking off of their registration. The date of cessation is the one that is published, and it determines the end of the reporting obligations.
Automatic striking off
The court registry may strike off a company that has shown no sign of life or whose situation is irregular, after an adversarial procedure provided for by the legislation. The company concerned is informed of this before the registration.
What striking off changes
For third parties, striking off makes the end of the company enforceable against them: proceedings against the company become devoid of purpose, and unpaid creditors must turn to the persons who took over the obligations or bring an action for contribution to the liabilities where the conditions are met.
For the director, striking off brings an end to the reporting obligations attached to the register, but it does not erase the company's debts or personal liabilities. Continuing to present oneself as an active company after it has been struck off is a practice that exposes one to penalties and misleads clients.
Frequently asked questions
Does deregistration erase debts?
No. It puts an end to the entry in the register, not to the commitments made. Creditors retain their rights and may take action against those liable for the debt, depending on the situation.
Can a deregistered company be consulted?
Yes. Published notices remain accessible, and the history of entries makes it possible to find the company, its directors and the date of its deregistration.
What is the difference from the closure of an establishment?
Closure concerns a secondary place of business, without putting an end to the existence of the company. Deregistration, on the other hand, puts an end to the registration of the company itself.