What is automatic deregistration?
Deregistration is a sanction procedure. The commercial court clerk's office administratively removes a company from the Trade and Companies Register (RCS) when it fails to complete the administrative formalities required of it.
What are the consequences of automatic deregistration?
Automatic removal from the RCS does not cause the company to lose its legal personality. It is a simple, reversible administrative measure, which removes the entry from the register, but does not result in the disappearance of the company until the liquidation is completed.
However, this sanction does not cancel the company's debts.
The striking off is published in the BODACC (the official publication medium for legal events affecting the life of a company), which can :
- Alert partners and creditors,
- Freeze bank accounts,
- Make the company commercially insolvent.
The removal from the register does not terminate the executive's functions; he or she may continue to carry out all procedural acts in the name and on behalf of the company.
| Main consequence | Automatic deregistration (RCS) | Dissolution/Liquidation |
| Loss of legal personality | No | Yes (after close of liquidation) |
| Termination of executive duties | No | Yes |
| Legal standing | Yes | Yes (until liquidation) |
| Reversibility of the measure | Yes (if regularized) | No |
| Opposability to third parties | Upon registration | Upon publication in the RCS |
What are the main cases of automatic deregistration?
The main reasons are as follows:
1. Transfer of registered office not declared - incomplete address
If a change of address is not reported to the Registrar, the company may be considered unreachable or fictitious. For example, if the Registrar sends a registered letter with acknowledgement of receipt to the address shown on the company's kbis, which comes back as "unknown at this address" or "does not live at the address indicated", the Registrar may initiate an automatic striking off.
2. Dissolution without closure of liquidation
This operation is carried out in two stages: dissolution and liquidation closure, with publication of the liquidation accounts. If the liquidation closing formalities are not completed within 3 years, and if the formalities for extending the company's duration are not carried out, the company registry may proceed to strike off the company's name.
3. Failure to regularize the company's dormancy.
4. Failure to declare beneficial owners
The obligation to declare individuals holding more than 25% of a company's capital and voting rights as part of anti-money laundering measures. Current measures have been tightened. Failure to declare is now grounds for deregistration. Beware of old non-trading companies, created before this measure, which may not have made a declaration since their creation.
5. End of a company's term
As a general rule, companies are set up for a fixed term (99 years), but they may have a much shorter duration (25 years, etc.). In this case, if no action is taken to extend the company' s life (within 6 months of its expiry date), the Registrar may also strike it off.
6. Repeated failure to file annual financial statements for several years.
If the accounts are not filed despite several reminders notices, a deregistration procedure may be initiated.
How can I correct or cancel an automatic deregistration?
The time limits for taking action are short, in principle 6 months from publication of the cancellation in the BODACC.
The procedure has 2 parts:
- Filing an application with the Commercial Court
- Regularize withINPI the situation that led to cancellation
Your legal advisors will be happy to help you.
