Chapter VII: Liquidation

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…

In the event that the company continues to operate, the liquidator is required to convene a shareholders’ meeting, under the conditions set out in article L. 237-25. Failing this, any interested party may request that the meeting be convened, either by the statutory auditors, the supervisory board or the supervisory body, or by an agent appointed by court order. .

Unless otherwise stipulated in the Articles of Association, shareholders’ equity remaining after repayment of the nominal value of the shares or corporate units is divided among the shareholders in the same proportions as their shareholding.

Redemption of non-voting preference shares must take place before redemption of ordinary shares. The same applies to a preference dividend that has not been paid in full. A full or partial redemption of ordinary shares may be cancelled before full redemption of non-voting preference shares. Non-voting preferred shares shall have, in proportion to their nominal amount, the same rights as other shares to liquidation surpluses. Any clause contrary to the…