TITLE III: Provisions common to the various commercial companies.

I. – One or more liquidators are appointed by the members, if the dissolution results from the end of the statutory term or if it is decided by the members. II. – The liquidator is appointed : 1° In general partnerships, unanimously by the partners; 2° In sociétés en commandite simple, unanimously by the general partners and by a capital majority of the limited partners; 3° In sociétés à responsabilité…

If the members have been unable to appoint a liquidator, the liquidator shall be appointed by court order at the request of any interested party, under the conditions determined by decree in the Council of State.

If the company is dissolved by a court decision, that decision shall appoint one or more liquidators.

The liquidator’s term of office may not exceed three years. However, this term of office may be renewed by the shareholders or the president of the commercial court, depending on whether the liquidator was appointed by the shareholders or by court order. If the shareholders’ meeting could not be validly convened, the term of office is renewed by court order, at the request of the liquidator. When requesting the renewal…

The liquidator shall be dismissed and replaced in the manner provided for his appointment.

Within six months of his appointment, the liquidator shall convene a shareholders’ meeting to which he shall report on the company’s assets and liabilities, the continuation of the liquidation operations and the time required to complete them. The period within which the liquidator must submit his report may be extended to twelve months at his request by court order. Failing this, the meeting is convened either by the supervisory body,…

The liquidator represents the company. He is vested with the broadest powers to realise the assets, even on an amicable basis. Restrictions on these powers, resulting from the Articles of Association or the instrument of appointment, may not be set up against third parties. He is empowered to pay creditors and distribute the available balance. He may only continue ongoing business or initiate new business for the purposes of the…

The liquidator, within three months of the close of each financial year, shall draw up the annual accounts in the light of the inventory he has made of the various assets and liabilities existing at that date and a written report in which he gives an account of the liquidation operations during the past financial year. Unless dispensation is granted by a court decision, the liquidator convenes, in accordance with…

During the liquidation period, shareholders may inspect company documents under the same conditions as before.

I.-The decisions provided for in the second paragraph of article L. 237-25 are made: 1° By a majority of the members in capital, in general partnerships, limited partnerships and limited liability partnerships; 2° Under the conditions of quorum and majority of ordinary meetings, in joint stock companies; 3° Unless otherwise stipulated, by unanimous decision of the members, in simplified joint stock companies. II.-If the required majority cannot be reached, a…