Dissolved SARL

[mumibear]

I am after some info regarding French Company Law. I lent a 'friend' a substantial amount of money which was to be repaid over 8 years with interest to help with a dive school in France. He signed the agreement as manager of the SARL. I have not received a penny & have just found out that in 2009 whilst I was undergoing treatment for cancer he dissolved the company & returned to UK. He did not inform me that he was dissolving the company - he said he had sold it and I have emails from him stating that he would repay me personally. However now that I have asked for a repayment plan he has said he is not liable as it was a company loan. Can a SARL be dissolved without going insolvent or bankrupt and without paying its creditors? Also the dive school is still trading albeit under another name but they claim to be the original company that has been trading for 15 years. Who is liable & how do I get my money as I am now in dire straits due to my poor health. Any info would be much appreciated.

 

[dagr]

Hi,
It's not clear who you loaned the money to. The sarl? The person (as an individual)? Were you a shareholder of the sarl? (If not, who were the other shareholders of the sarl?).

 

[mumibear]

The agreement was signed by him as manager of SARL - I was not a shareholder - he was the only shareholder. I had no control over business - he never gave me any info regarding the business. I also have a letter from him & his wife confirming that he will be repaying the monies I lent THEM (not the business) so its all rather gray. My point is even if it was the SARL surely it cannot just be dissolved (it was not insolvent/bankrupt just ceased trading) without the creditors being notified & paid otherwise nobody would bother going into liquidation they would just close the company & start again. Somebody has to be liable if nobody has gone bust.

 

[Bill Ryan]

There are several possibilities here.

Probably the most problematic is pursuing assets in disolved French company. You might need to speak to a French Notaire about this. If you need a recommendation I can recommend one - a young guy who speaks good English and importantly understands that Brits are not the same as French people, and he is very helpful.

Possibly the easiest is pursuing H&W for the money on the basis they have stated it is a personal loan to them. I also have a letter from him & his wife confirming that he will be repaying the monies I lent THEM (not the business) Just depends on all the details I suppose.

Question is are they good for the money? If they are a statutory demand might even be an option if other methods fail.

 

[dagr]

The agreement was signed by him as manager of SARL - I was not a shareholder - he was the only shareholder. I had no control over business - he never gave me any info regarding the business. I also have a letter from him & his wife confirming that he will be repaying the monies I lent THEM (not the business) so its all rather gray. My point is even if it was the SARL surely it cannot just be dissolved (it was not insolvent/bankrupt just ceased trading) without the creditors being notified & paid otherwise nobody would bother going into liquidation they would just close the company & start again. Somebody has to be liable if nobody has gone bust.

I'm not sure I've got the right end of the stick. Your statement "The agreement was signed by him as manager of SARL" is still a bit ambiguous. Who did you actually make the cheque/transfer/cash to? If it was to the SARL, then you should have had a receipt for it, and as you are not a shareholder it is illegal for the SARL to repay it/account for it in the books without interest.

A SARL has to have at least 2 shareholders, so there is at least one other person or company who had shares.

You can dissolve a company in France, but you have to appoint a liquidator, make an official announcement, etc. I think it's the M2 or M4 form/process you follow (not sure).

If you have the name of the manager (=gérant or dirigeant in French) or the company, you can usually find all the company details on www.societe.com (free website)