Legal definition
Governed by articles L640-1 et seq. of the French Commercial Code, liquidation is ordered by the commercial court. It ends trading, unless the court authorises a temporary continuation of business designed to preserve the value of the goodwill and allow a going-concern sale. The manager loses control: a court-appointed liquidator administers and sells the assets.
The 6 stages of the procedure
- 1
Cessation of payments
The company can no longer meet due liabilities with available assets. The director must file with the court registry within 45 days.
45 days max - 2
Opening judgment
The court opens the liquidation and appoints a supervising judge and a liquidator. The judgment is published in the BODACC official gazette.
1 to 4 weeks - 3
Continuation of trading (optional)
The court may allow trading to continue for 3 renewable months, enabling the sale of a living business rather than empty premises.
3 renewable months - 4
Call for offers
The liquidator advertises the sale. Buyers file a written, firm and dated offer complying with article L642-2 of the Commercial Code.
2 to 8 weeks - 5
Sale hearing
The court reviews offers on three criteria: sustainability of the business, job preservation, and price. Price alone is never decisive.
1 hearing - 6
Sale judgment and closing
The court approves the sale plan. The price is escrowed, assets transferred, and the buyer takes possession of the business or lease.
2 to 6 weeks
Who does what
The liquidator
Court-appointed officer who realises assets, verifies liabilities and reviews takeover offers. Your main contact.
The supervising judge
Magistrate overseeing the procedure, authorising private sales and settling disputes.
The commercial court
Opens the procedure and approves the sale plan in a public hearing.
The buyer
Files a firm offer that cannot be revised downwards, committing to an economic and social plan.
Acquiring a business in court-ordered liquidation
Buying through liquidation gives access to goodwill, a commercial lease or offices at below-market value, with no assumption of debt: the buyer acquires assets, not liabilities. In exchange, there is no warranty package and no financing condition. Preparation is everything.
- No assumption of prior liabilities (except contracts and jobs expressly taken over)
- Frequent 20-50% discount versus a private sale
- Commercial lease and location usually preserved
- Firm, irrevocable offer: financing must be secured beforehand
- Short window between publication and hearing: speed is essential
Mistakes to avoid
- Filing an incomplete offer: it is inadmissible, with no late correction possible.
- Underestimating restart working capital (stock, wages, lease deposit).
- Ignoring the lease: permitted use, joint liability clause, service-charge arrears.
- Overlooking the social dimension: the number of jobs retained weighs heavily with the court.
Frequently asked questions
How long does a court-ordered liquidation take?
Full closure can take months to years, but the sale of the business usually happens within 2 to 6 months of the opening judgment, especially where trading continues.
Can a director buy back their own business?
No. Article L642-3 prohibits offers from the director, close relatives and family up to the second degree, save exceptional court authorisation on application by the public prosecutor.
Does the buyer take on the debts?
No. The sale covers assets only. Liabilities remain within the procedure and are settled from the sale price according to creditor ranking.
Is a lawyer required to file an offer?
Not mandatory, but the offer must meet strict formal requirements (article L642-2). Legal support prevents inadmissibility and secures the valuation.
Where can I find businesses in liquidation?
Sales are published in the BODACC and by liquidators. areprendre.com centralises and qualifies these opportunities by city, sector and commercial court, with filing deadlines.
What is the difference between receivership and liquidation?
Receivership (redressement judiciaire) aims to continue the business under a recovery plan. Liquidation is ordered when recovery is clearly impossible and assets must be realised.
Go further
Interested in a liquidation opportunity?
Our advisors and lawyers support you from spotting the asset to filing the offer with the court.