TITLE III: Provisions common to the various commercial companies.

The global transfer of the company’s assets or the contribution of assets to another company, in particular by way of a merger, is authorised: 1° In general partnerships, unanimously by the partners; 2° In limited partnerships, unanimously by the general partners and by a majority in number and capital of the limited partners ; 3° In sociétés à responsabilité limitée, by the majority required to amend the articles; 4° In…

The shareholders, including holders of non-voting preference shares, are convened at the end of the liquidation to vote on the final accounts, the discharge of the liquidator’s management and the discharge of his mandate, and to record the close of the liquidation. Failing this, any shareholder may apply to the courts for the appointment of an agent to carry out the convening.

If the closing meeting provided for in article L. 237-9 is unable to deliberate, or if it refuses to approve the liquidator’s accounts, a ruling is made, by court order, at the request of the liquidator or any interested party.

Notice of the close of the liquidation is published in accordance with the procedures laid down by decree in the Conseil d’Etat.

The liquidator is liable, both to the company and to third parties, for the harmful consequences of faults committed by him in the performance of his duties. Liability actions against liquidators are time-barred under the conditions set out in Article L. 225-254.

All actions against non-liquidating partners or their surviving spouses, heirs or assigns shall be barred after five years from publication of the dissolution of the company in the Trade and Companies Register.