Section 2: Provisions applicable by court order

I. – In the absence of clauses in the articles or of an express agreement between the parties, the liquidation of the dissolved company shall be carried out in accordance with the provisions of this section, without prejudice to the application of the first section of this chapter. II. – In addition, it may be ordered by court decision that such liquidation shall be carried out under the same conditions…

The powers of the Board of Directors, the Management Board or the Executive Chairmen terminate from the date of the court decision taken pursuant to article L. 237-14 or the dissolution of the company, whichever is later.

The dissolution of the company does not terminate the functions of the supervisory board and the statutory auditors.

In the absence of statutory auditors, and even in companies which are not required to appoint statutory auditors, one or more auditors may be appointed by the shareholders under the conditions set out in I of article L. 237-27. Failing this, they may be appointed, by court order, at the request of the liquidator or any interested party. The deed appointing the auditors shall determine their powers, duties and remuneration…

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,…