BOOK VII: Commercial jurisdictions and the organisation of commerce.

The company is dissolved ipso jure by the simultaneous death of all the partners or by the death of the last surviving partner, if all of them have died successively without, at the date of the last of them, the capital securities or shares of the others having been transferred to third parties.

The company is automatically dissolved if all the partners simultaneously request their withdrawal under the conditions provided for in Article 21 of Law no. 66-879 of 29 November 1966 relating to professional non-trading companies and articles R. 743-101 and R. 743-127, or if they have successively requested such withdrawal, without the shares or capital securities of the other members having been transferred to third parties at the date of the…

The company is dissolved ipso jure when all the members exercising their functions within the company simultaneously cease to exercise their functions under the conditions provided for in article L. 741-1 or, when all the practising partners have successively ceased their functions under the conditions provided for by this article without the shares or corporate units of the others having been transferred to third parties at the date of retirement…

The company is deemed to have resigned from its office on the date of its dissolution. The dissolution of the company takes effect, whatever the cause, on the date on which it is recorded by order of the Keeper of the Seals, Minister of Justice.

The dissolution of the company may not be relied upon as against third parties until the publication formalities provided for in articles R. 743-59, R. 743-63, the second paragraph of article R. 743-75, and article R. 743-76 have been completed.

When a company is in liquidation, its legal personality subsists for the purposes of the liquidation until the liquidation is completed. The company name or corporate name must be followed by the words “Company in liquidation”.

Liquidation is governed by the Articles of Association, subject to the provisions of Book II and this section, except in cases of nullity and dissolution following the dismissal of the company.

The liquidator is appointed in accordance with the Articles of Association, except in the two cases provided for in Article R. 743-72, and in the cases provided for in Article R. 743-74. Failing this, he is appointed either by the court decision pronouncing the nullity and dissolution of the company, or by the resolution of the partners recording or deciding on such dissolution. Subject to the provisions of the fourth…

In the event of dissolution of the company as a result of the death of the partners, the liquidator is appointed in accordance with the regulatory provisions applicable to the substitution of public and ministerial offices and performs the duties attributed to the substitute by these texts, notwithstanding the provisions of article R. 743-73. The same applies in the case provided for in article R. 743-68-1 of the dissolution of…

Unless he has been appointed at the request of the public prosecutor, the liquidator shall inform the latter of his appointment by sending him a copy or copy of the deliberation of the partners, or of the court decision appointing him to his duties. The liquidator shall deposit at the registry in charge of keeping the register of commerce and companies where the company is registered, to be placed in…