BOOK VIII: Some regulated professions.

The company is terminated in the cases provided for in Article 1844-7 of the Civil Code. The early dissolution provided for in 4° of this article is decided under the majority conditions required for amendments to the Articles of Association. In addition, the company is dissolved ipso jure:

The dissolution of the company entails its liquidation, except in the cases provided for in Article 1844-4 of the Civil Code and the first paragraph of article L. 236-3.

The dissolution of the company may not be relied upon as against third parties until the publication formalities provided for in Section 1 of Chapter III of Title II of Book I relating to the register of companies have been completed.

The liquidation is governed by the Articles of Association, subject to the provisions of the Civil Code and those of Book II of this Code and this paragraph.

The liquidator is chosen from among the partners or, failing that, from among the registered judicial administrators or judicial representatives, depending on whether the company exercises one or other of these professions. Under no circumstances may the duties of liquidator be entrusted to a person against whom a disciplinary sanction, a withdrawal order or a provisional suspension order has been issued. Several liquidators may be appointed. The appointed liquidator performs…

The court decision or the decision of the shareholders’ meeting appointing the liquidator sets his remuneration.

The liquidator may be replaced on grounds of impediment or any serious reason, at the request either of the liquidator himself or of the partners or their successors, by decision of the president of the judicial court within whose jurisdiction the registered office is located. The president shall rule in accordance with the accelerated procedure on the merits.

The liquidator may not take up his duties until he has completed the formalities for publication in the Trade and Companies Register and informed the National Registration and Disciplinary Commission of the dissolution of the company, enclosing a copy of the deed appointing him. .

The liquidator may only exercise the powers of attorney entrusted to the company if he is authorised to do so by the court that granted them.

The liquidator shall inform the Commission nationale d’inscription et de discipline des administrateurs judiciaires et des mandataires judiciaires of the closure of the liquidation.