Subsection 3: Nullity, dissolution and liquidation.

The nullity or dissolution of the company may not be relied on as against third parties until the publication formalities relating to the nullity or dissolution provided for in this sub-section have been completed.

A copy of any final court decision declaring the company null and void shall be sent, at the instance of the public prosecutor, to the office of the clerk of the court of the place of the registered office, to be placed in the file opened in the name of the company, and to the departmental council of the association of doctors or dental surgeons.

The company terminates at the end of the period for which it was formed. However, early dissolution may be decided by at least three quarters of the members. A copy of this decision is sent by the managing partner to the secretariat-register of the judicial court to be placed in the company’s file, as well as to the departmental council of the association to which the company belongs.

Removal from the roll of the Bar of all the partners or of the company automatically entails its dissolution. Decisions to strike off the roll are notified to the secretariat of the court registry at the request of the Bar Council to which the company belongs.

The company is also automatically dissolved by the simultaneous death of all the partners or by the death of the last partner.

The Company is also dissolved ipso jure by a request for withdrawal made either simultaneously by all the shareholders or by the last of them. Dissolution takes place on the date on which the Company is notified of the simultaneous requests for withdrawal or of the last of these requests.

If only one partner remains, he may, within the period of one year provided for in the second paragraph of article 26 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies, transfer part of his shares to a third party of the same profession registered on the roll. Failing this, the company may be dissolved under the conditions set out in this article.

The company is in liquidation as soon as it is dissolved for any reason whatsoever or as soon as the court decision declaring it null and void has become final. The legal personality of the company continues for the purposes of the liquidation, until the liquidation is completed. The company name must be followed by the words “company in liquidation”.

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.