Title I: Practice of the medical professions

In the event of dissolution on expiry of the term or by decision of the shareholders, the liquidator, if not designated in the Articles of Association, shall be appointed by the shareholders by a majority of votes.

In the case provided for in article R. 4113-89, the sole member is automatically the liquidator.

When a court decision declares the company null and void or dissolves it, it appoints the liquidator.

In all cases other than those provided for in articles R. 4113-91 and R. 4113-92, or if in such cases the liquidator has not been appointed or has refused to accept his duties, the president of the judicial court for the location of the registered office, acting in summary proceedings at the request of the public prosecutor or any other interested person, appoints the liquidator. The same procedure is used…

Under no circumstances may the liquidator’s duties be entrusted to a person who has been suspended or struck off the roll of the Association.

Several liquidators may be appointed.

The liquidator shall file with the secretariat-registry, for inclusion in the file opened in the name of the company, the resolution of the partners or the court decision appointing him. He shall send a copy to the Conseil Départemental de l’Ordre to which the company belongs. Any interested party may obtain a copy. He may not take up his duties until these formalities have been completed.

The liquidator represents the company during the liquidation process. He has the broadest powers to realise the assets, settle the liabilities, reimburse the shareholders or their successors the amount of their contributions and distribute among them, in accordance with the provisions of the Articles of Association, the net assets resulting from the liquidation. The liquidator’s powers may be specified by the court decision or the decision of the shareholders appointing…

The liquidator convenes a meeting of the shareholders or their successors within three months of the end of each financial year and reports 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 accounts, obtain a discharge and record the close of the liquidation.

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