Chapter VII: Liquidation

Subject to the provisions of this Chapter, the liquidation of companies shall be governed by the provisions contained in the Articles of Association.

The company is in liquidation from the moment of its dissolution for any reason whatsoever except in the case provided for in the third paragraph of Article 1844-5 of the Civil Code. Its corporate name is followed by the words “société en liquidation”. The legal personality of the company subsists for the purposes of the liquidation, until the liquidation is closed. The dissolution of a company only produces its effects…

The deed of appointment of the liquidator shall be published by the liquidator, under the conditions and within the time limits set by decree of the Conseil d’Etat, which shall also determine the documents to be filed as an annex to the register of commerce and companies. The public prosecutor or any interested person may request the president of the competent court ruling in summary proceedings to enjoin the liquidator,…

No person may be appointed as liquidator who is prohibited from holding the office of chief executive officer, director, company manager or member of the management or supervisory board, or who has forfeited the right to hold such office. .

The dissolution of the company does not automatically result in the termination of the leases of the buildings used for its corporate activity, including the residential premises attached to these buildings. If, in the event of the assignment of the lease, the guarantee obligation can no longer be guaranteed under the terms of the lease, any guarantee offered by the assignee or a third party, and deemed sufficient, may be…

Except with the unanimous consent of the partners, the transfer of all or part of the assets of the company in liquidation to a person who has been a partner in name, general partner, manager, director, managing director, member of the supervisory board, member of the management board, auditor or controller in that company, may only take place with the authorisation of the commercial court, the liquidator and, if any,…

The transfer of all or part of the assets of the company in liquidation to the liquidator or his employees or to their spouse, ascendants or descendants is prohibited.

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.