Paragraph 4: Nullity, dissolution and liquidation of the company.

Liquidation is governed by the Articles of Association, subject to the provisions of Book II and this section, except in cases of nullity and dissolution following the dismissal of the company.

The liquidator is appointed in accordance with the Articles of Association, except in the two cases provided for in Article R. 743-72, and in the cases provided for in Article R. 743-74. Failing this, he is appointed either by the court decision pronouncing the nullity and dissolution of the company, or by the resolution of the partners recording or deciding on such dissolution. Subject to the provisions of the fourth…

In the event of dissolution of the company as a result of the death of the partners, the liquidator is appointed in accordance with the regulatory provisions applicable to the substitution of public and ministerial offices and performs the duties attributed to the substitute by these texts, notwithstanding the provisions of article R. 743-73. The same applies in the case provided for in article R. 743-68-1 of the dissolution of…

Unless he has been appointed at the request of the public prosecutor, the liquidator shall inform the latter of his appointment by sending him a copy or copy of the deliberation of the partners, or of the court decision appointing him to his duties. The liquidator shall deposit at the registry in charge of keeping the register of commerce and companies where the company is registered, to be placed in…

The filing provided for in Article R. 743-75 shall be made at the instance of the public prosecutor if the latter has caused the liquidator to be appointed.

The liquidator represents the company for the duration of its liquidation and performs in place of the partners all acts falling within the profession of commercial court clerk. The provisions of the last two paragraphs of article R. 743-57 shall apply. As from the date on which the company’s successor is sworn in, the liquidator shall cease to be entitled to perform, on behalf of the company, acts falling within…

The liquidator has the broadest powers to wind up the company. In particular, he is responsible for managing the company during its liquidation, realising its assets, clearing its liabilities and, after repayment of the share capital to the shareholders or their successors, distributing the assets arising from the liquidation among them in accordance with the provisions of the Articles of Association. The liquidator’s powers may be specified by the court…

Unless the company is dissolved by the effect of its dismissal, the liquidator shall exercise on behalf of the company the right of presentation provided for in Article 91 of the Finance Act of 28 April 1816, under the conditions set out in Articles R. 742-27-1, with the exception of its last paragraph, R. 742-27-2 et R. 742-28. If, within one year of his appointment, the liquidator has not exercised…

The court decision or the decision of the shareholders’ meeting appointing the liquidator sets his remuneration. This may consist of a share of the net income from the office held by the company.