New Requirements in the Context of Voluntary Company Liquidation

Decree No. 2024-751, published on July 7, 2024, introduced measures aimed at strengthening the fight against tax and social fraud, particularly in the context of voluntary company liquidations. These provisions, effective from October 1, 2024, require the submission of two new certificates to obtain the company’s deregistration:

• A certificate of tax compliance
• A certificate of social compliance

A Context of Rising Fraud in Voluntary Liquidations

This decree responds to growing concerns over misuse of voluntary liquidation procedures by companies undergoing tax or social reassessment, with the aim of evading their obligations.

Current Deregistration Procedure in Voluntary Liquidation

At the end of a voluntary liquidation process, the liquidator must file a deregistration request via the electronic one-stop shop for business formalities to remove the company from the Trade and Companies Register.
Previously, the request had to be accompanied by the following documents:

• The company’s final accounts drawn up by the liquidator
• The resolution adopted by the shareholders’ meeting approving these accounts
• The release granted to the liquidator for their management and discharge from their duties

(Article R. 237-7 for commercial companies; Article 10 of Decree No. 78-704 for civil companies)

New Obligations from October 1, 2024

Decree No. 2024-751 amends Article R. 237-7 (for commercial companies) and Article 10 of Decree No. 78-704 (for civil companies) to add the requirement to submit two additional documents:

• A social compliance certificate
• A tax compliance certificate, and

Social Compliance Certificate: Proof of Compliance with URSSAF or MSA

The social certificate, as set out in Article L243-15 of the Social Security Code, is issued by the relevant collection agency: URSSAF or MSA, depending on the company’s status.
According to Article D243-15 of the same code, it must include:

• Company identification
• Number of employees
• Total remuneration declared via the déclaration sociale nominative (DSN)
• Confirmation that the employer is up to date with social contributions as of the latest applicable period

Also known as an “attestation de vigilance”, this document proves that the company is compliant with its social declarations and payments.

Tax Compliance Certificate: Proof of Compliance with the Tax Authorities

L’attestation de régularité fiscale, quant à elle, est prévue par l’article R2143-7 du code de la commande The tax certificate is governed by Article R2143-7 of the French Public Procurement Code.
It confirms that the company has fulfilled its reporting and payment obligations regarding the following taxes (as specified in Order ECOM1830220A dated March 22, 2019):

• Income tax
• Corporate tax (impôt sur les sociétés)
• Value-added tax (VAT)

These certificates are issued by the tax administration and serve as evidence of the company’s compliance with its fiscal obligations.