A company that can no longer settle its debts on time with its available cash finds itself in a state of cessation of payments. This situation triggers a specific legal obligation: to file a declaration with the competent court. The term “certificate of cessation of payment” practically refers to this declaration document, often still called a bankruptcy filing.
Available assets and due liabilities: the test that triggers everything
Before discussing forms or courts, it is essential to understand the mechanism that pushes a company into this situation. Article L.631-1 of the Commercial Code establishes a simple test: the available assets no longer cover the due liabilities.
Available assets are the cash that can be mobilized immediately. Bank balances, cash on hand, a bank check received even if not yet cashed, or advances in current accounts from partners that are neither blocked nor claimed. A commercial premises or equipment owned by the company does not count in this calculation. These are assets, not cash.
Due liabilities encompass debts that have matured and for which creditors can demand immediate payment. Overdue social charges, unpaid supplier invoices, overdue tax payments. These debts must be certain and liquid, meaning they can be quantified in euros.
When the first amount is less than the second, the state of cessation of payments is characterized. A more detailed article explores the certificate of payment cessation in business from the perspective of its complete legal definition.
45-day deadline to declare cessation of payments
As soon as the state of cessation of payments is established, the manager has a maximum of 45 days to file the declaration with the competent court. This deadline is not a recommendation: it is a legal obligation.
Why is this deadline so strict? Because exceeding 45 days exposes the manager to personal sanctions. The court may consider that there has been a management fault, which opens the door to a prohibition on managing, or even to an action for covering liabilities if the company’s debts cannot be covered.
Who files the declaration
Only the legal representative of the company can undertake this process. For an LLC, it is the manager. For a SAS, it is the president. In the case of co-management, each co-manager can individually file the declaration without needing the agreement of the others.
An employee, a creditor, or a non-managing partner cannot file this declaration. However, a creditor can approach the court to request the opening of a collective procedure, which is a distinct process.
Form and supporting documents to gather
The declaration of cessation of payments involves a form structured in several sections. Here are the elements the court expects:
- The identification of the filer (name, title, power of representation) and of the company (name, SIREN, registered office, legal form)
- A detailed statement of due liabilities listing each debt with the creditor’s name, amount, and due date
- A statement of available assets listing bank balances, cash, and mobilizable credit reserves
- The annual accounts of the last fiscal year, the cash situation of less than a month, and the number of employees
- A description of the origin of the difficulties (loss of revenue, unpaid customer debts, increase in charges)
The absence of a single document can delay the examination of the file. Preparing the complete file before going to the registry saves several days in a situation where every week counts.
Economic activity courts: what changes from 2025
Since January 1, 2025, an experiment has established twelve economic activity courts (TAE) in several cities, including Paris, Lyon, Marseille, Nanterre, and Nancy. These jurisdictions replace the former commercial courts for companies under their jurisdiction.
The most concrete change for a manager filing a cessation of payments case: the declaration can now be made online via the Digital Court portal. No need to physically go to the registry if the concerned court is part of the experiment.
For companies located outside the areas covered by the TAE, the process remains the same. The filing is done at the registry of the commercial court for merchants and artisans, or at the judicial court for liberal professions and farmers.
Check the competent court
The competent court is that of the location of the company’s registered office. In case of doubt, the local commercial court registry can direct to the correct jurisdiction. This verification takes a few minutes and avoids a file rejection for territorial incompetence.
What happens after filing the declaration
The court summons the manager to a hearing, usually within days of the filing. During this hearing, the judge examines the reality of the state of cessation of payments and decides on the opening of a collective procedure.
Two main outcomes are possible:
- Judicial recovery, if the court believes that the activity can be maintained. A judicial administrator is appointed to assist the manager in restructuring debts and continuing operations
- Judicial liquidation, if the situation is irreparably compromised. The activity ceases, and assets are sold to repay creditors in an order of priority set by law
The court also sets the exact date of cessation of payments, which may be prior to the day of filing. This date has implications for the validity of certain acts carried out by the company during the suspect period.
Preparing a complete file, respecting the legal deadline, and identifying the correct court remain the three concrete actions that determine the continuation of the procedure. A manager who anticipates these steps retains more leeway in front of the court.
