Glossary — RCS removal
RCS removal of a company: definition, procedure and effects
Entry in the Trade and Companies Register (RCS) that officially establishes the end of a company. It extinguishes the legal entity: the structure ceases to exist in law, and its debts and claims are no longer enforceable against it. Preservation obligations persist in the personal sphere of the former directors.
What it is
Removal is the entry in the Trade and Companies Register that records the end of the legal entity. For an amicable liquidation, it is requested by the former director or the amicable liquidator once closure is pronounced. For a court-ordered liquidation, it occurs at the closure of proceedings — closure for insufficient assets or for extinction of liabilities.
The main effect is legal: ongoing contracts are terminated (unless taken over), unliquidated assets become res nullius, and no further act can bind the company. Any intangible assets — trade marks, domain names, websites — that have not been assigned or expressly preserved fall into a legally murky zone.
Removal must not be confused with dissolution: dissolution opens the liquidation period, removal closes it. In between, the company legally survives "for the purposes of liquidation" — it can still contract, deposit its archives and authorise its successors. That window, and only that window, allows the fate of the digital estate to be organised cleanly.
Why it matters
The moment of removal is crucial for the digital estate. Before: the company contracts, deposits and transmits. After: it is the former directors or successors who residually carry the obligations — tax preservation (10 years), social-security (5 years), proof of proper contract performance (2 to 5 years). Without a clear framework, those obligations apply to scattered files, orphaned mailboxes, cloud accounts about to be suspended.
How Archivum approaches it
Archivum takes over from the moment of removal and preserves, under a prior contract, what needs to be preserved: accounting, HR, contractual archives, incoming mail, editorial site content. The former directors or successors retain a nominative right of access set out in the contract. The entity no longer exists, but the obligation to preserve remains enforceable.
In practice
RCS removal procedure, step by step (amicable liquidation)
- Early dissolution voted at an extraordinary general meeting and appointment of the amicable liquidator.
- Publication of a dissolution notice in an authorised legal-announcements outlet.
- Liquidation operations: realising the assets, clearing the liabilities, drawing up the closing accounts.
- Closing meeting approving the liquidator's accounts and recording the end of the liquidation.
- Removal application filed with the commercial-court registry, through the INPI one-stop shop, within one month of closure, together with the closing accounts and the publication notice.
In a court-ordered liquidation, removal is carried out by the registry following the closure judgment; the former director has nothing to file. In every case it is the registry that records the removal and issues a removal Kbis extract.
Timing: the removal application is filed within one month of the closure of the liquidation; the registry then records the removal, usually within a few days to a few weeks depending on its workload and the completeness of the closing accounts. Until it is recorded, the company keeps its legal personality "for the purposes of liquidation": this is the last window to deposit its archives and authorise its successors.
Frequently asked questions
- What happens to a company's data after RCS removal?
- The company no longer exists, but preservation obligations shift to the former directors or successors: ten years for accounting records, five for social-security documents, two to five to prove contract performance. Without an organised deposit, this data scatters.
- Can you still archive after removal from the register?
- Yes, but it is harder: admin access to cloud accounts, the domain name and mailboxes is often lost or suspended for non-payment. Archivum recommends contracting before removal, while the company can still deposit its assets and name its successors.
- Does removal erase debts and contracts?
- The legal entity is extinguished and ongoing contracts terminate unless taken over. But certain liabilities can still be pursued in the directors' personal sphere, so keeping contractual evidence remains useful well beyond removal.
- What is the procedure to remove a company from the register?
- In an amicable liquidation: dissolution at an EGM, publication of a notice, liquidation operations, a closing meeting, then a removal application filed with the registry through the INPI one-stop shop within one month of closure. In a court-ordered liquidation, the registry removes the company automatically after the closure judgment, with nothing for the director to file.
- How long does it take to remove a company from the register?
- Once the liquidation is closed, the removal application is filed within one month. The registry then records the removal in a few days to a few weeks depending on its workload. The liquidation itself, beforehand, can take from a few months to several years.
- How much does removing a company from the register cost?
- Removal involves registry fees and legal-notice publication costs (dissolution then closure), typically ranging from a few tens to a few hundred euros depending on the company form and the number of notices. Professional legal fees may be added where applicable.