Section 2: Sociétés civiles professionnelles de médecins ou de chirurgiens-dentistes (non-trading partnerships of doctors or dental surgeons)

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.

In the cases provided for in the second paragraph of article 37 of law no. 66-879 of 29 November 1966 relating to sociétés civiles professionnelles, in which the company has adopted the status of a société coopérative, the net assets of the company remaining after extinction of liabilities and repayment of capital are distributed among the members in proportion to the shares held by each of them, including the shares…