Subsection 5: Dissolution and liquidation of the company

Under no circumstances may the duties of liquidator be entrusted to a person struck off the roll of an association. Several liquidators may be appointed.

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 court decision, or the decision of the General Meeting, appointing the liquidator shall specify his powers…

The liquidator shall file with the secretariat-registry, for inclusion in the file opened in the name of the company, a copy or copy of the resolution of the shareholders or of the court decision appointing him.

The liquidator shall convene the shareholders or their successors within three months of the end of each financial year to report 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, to obtain discharge and to record the close of the liquidation. The winding-up meeting decides under the conditions laid down for the approval…

The liquidator shall send a copy of the deliberation or decision referred to in Article R. 6223-58 to the Director General of the Regional Health Agency and to the Association Council concerned. He shall inform them 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.