Section 2: Operation by a société civile professionnelle (non-trading professional partnership)

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”.

When a court decision declares the company null and void or dissolves it, it appoints the liquidator.

Except in the event of the company being struck off, the liquidator may be chosen from among the partners. Where there is only one remaining partner, that partner is automatically the liquidator.

If the liquidator has not been appointed or has refused to accept his duties, the President of the Commercial Court of the place of the registered office, acting in summary proceedings at the request of the public prosecutor or any other interested person, appoints the liquidator. The same procedure is used to replace the liquidator in the event of his death or resignation or for serious reasons.

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.