Subsection 3: Nullity, dissolution and liquidation

A member who has been suspended or temporarily banned from practising may be forced to withdraw from the company by a decision taken by the enhanced majority provided for in the Articles of Association, calculated by excluding members who have been sanctioned for the same or related acts. If exclusion is not ordered, the person concerned retains his status as a partner, but his share in the profits resulting from…

The early dissolution of the company may only be decided by three quarters of the shareholders.

In the event that all the members are definitively disqualified from practising or prohibited from practising the profession, the company is dissolved ipso jure. These decisions are brought to the attention of the Director General of the Regional Health Agency at the request of the Public Prosecutor.

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 automatically dissolved by a request for withdrawal made either simultaneously by all the shareholders or by the last of them.

If only one member remains, he may, within the period provided for in the second paragraph of article 26 of law no. 66-879 of 29 November 1966 relating to non-trading professional companies, transfer part of his shares to a third party who is a nurse or masseur-physiotherapist registered on the prefectoral lists. Failing this, the company may be dissolved under the conditions set out in the said article.

Any court decision declaring a company null and void or ordering it to be dissolved shall be brought to the attention of the Director General of the Regional Health Agency by the secretary-registrar of the court to which the matter is referred.

Under no circumstances may the duties of liquidator be entrusted to a person against whom absolute incapacity, disqualification or temporary suspension has been pronounced.

The deed of appointment of the liquidators, in whatever form, shall be sent by the liquidators to the Director General of the Regional Health Agency. The liquidator shall inform the Director General of the Regional Health Agency of the closure of the liquidation.

In the cases provided for in the second paragraph of article 37 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies concerning companies adopting the status of cooperative companies, the company’s net assets remaining after extinction of liabilities and repayment of capital are divided between the members in proportion to the shares held by each of them, including the shares corresponding to contributions in kind.