All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Dissolution marks the irrevocable end of the company contract. It ultimately leads to the complete disappearance of legal personality. This is what distinguishes it from related concepts such as transformation, merger, or spin-off. Indeed, during transformation, the legal personality persists under a new corporate form. In the case of a merger or spin-off, the absorbed or spun-off company does indeed disappear temporarily but continues to exist through a new entity. Article 1844-7 of the Civil Code mentions the causes of dissolution common to all companies. Once the publicity measures are completed and the dissolution is formalized, it produces certain effects, as provided by Articles 1844-8 and 1844-9 of the Civil Code and L. 237-1 to L. 237-31 of the Commercial Code. This opens the liquidation procedure and the restoration of the associates to their original situation, through the return of contributions and the distribution of the remaining assets.

To avoid such a lengthy and tedious procedure, the partners may attempt to save the company by resorting to alternatives, such as the acquisition of shareholdings or the intervention of crisis managers.

313. End of the articles of association