Chapter III: Conditions of practice

The company terminates on expiry of the period for which it was formed. However, the early dissolution of the company may be decided by a majority of the partners holding at least three quarters of the share capital and holding at least half of the industrial shares. The liquidator is appointed by a majority in number of the partners holding at least half of the company shares and half of…

When a partner finds himself holding all of the company’s shares, he may ask to be appointed clerk of the commercial court himself, in place of the company. In this case, he shall send a reasoned request, accompanied by all supporting documents, to the Minister of Justice, by tele-procedure on the website of the Ministry of Justice. The company is dissolved with effect from the appointment of the partner as…

For the application of article R. 743-79, if the successors of members who die in the case provided for in Article R. 743-67, or the partners in the other cases of dissolution of the company with the exception of that resulting from its dismissal, have unanimously chosen a candidate for the office, from among the persons who have applied pursuant to article R. 742-27-1 and under the conditions provided for…

The liquidator shall convene the partners or their successors within three months of the end of each financial year and report to them on his management of the company’s affairs. He shall also convene them at the end of the liquidation to rule on the final account, be discharged and record the close of the liquidation.

The closing meeting rules under the quorum and majority conditions provided for the approval of the company’s annual accounts. If it is unable to deliberate or refuses to approve the liquidator’s accounts, the judicial court within the jurisdiction of which the company has its registered office shall rule at the request of the liquidator or any interested party.

In the case provided for in the second paragraph of article 37 of law no. 66-879 of 29 November 1966, concerning companies adopting the status of sociétés coopératives, the net assets of the company, remaining after extinction of liabilities and repayment of capital, are distributed among the members in proportion to the shares held by each of them, including the interest shares corresponding to contributions in kind.