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

Company Law (en cours)

The closure of the liquidation marks, in accordance with Article L. 237-9 of the Commercial Code, the final step in the dissolution process. At this stage, the liquidator must convene the partners to present the final liquidation account, failing which any partner may request the court to appoint a representative responsible for convening the meeting.
For the closure of the liquidation to be enfor …

Enforceability of the closure of liquidation.

The closure of the liquidation marks, in accordance with Article L. 237-9 of the Commercial Code, the final step in the dissolution process. At this stage, the liquidator must convene the partners to present the final liquidation account, failing which any partner may request the court to appoint a representative responsible for convening the meeting.

For the closure of the liquidation to be enforceable against all parties, a number of formalities, defined in Articles R. 237-7 and R. 237-8 of the Commercial Code, must be completed. These include filing the closing accounts with the registry and the decision of the partners regarding these accounts, publishing the closure notice in a legal announcements journal, and finally, inserting the documents in the BODDAC. Lastly, a discharge must be given to the liquidator by the partners, demonstrating that he has fulfilled the necessary diligences of his mission . Since Decree No 2024-251 , Article R. 237-7 also requires, from 1 October 2024, the production of a social compliance certificate and a tax compliance certificate at the time of the amicable liquidation closure. This aims to combat fraudulent practices by certain companies that misuse the amicable liquidation procedure to evade the recovery of their social and tax charges.

If the required formalities are not completed, the dissolved company cannot be removed from the RCS .

Cass. 3e civ., 21 October 2014, LawLex202300002928JBJ.

D. 2024-751 of 7 July 2024 amending Article R. 237-7 of the Commercial Code and Decree No 78-704 of 3 July 1978 relating to the application of Law No 78-9 of 4 January 1978 amending Title IX of Book III of the Civil Code, JORF 0161 of 8 July 2024.

Cass. com., 8 October 2013, LawLex202300002938JBJ, holding that the removal of the company from the Trade and Companies Register is sufficient to make the closure of the liquidation enforceable against third parties, since under Article R. 237-9 of the Commercial Code, a company is removed from the register upon proof of the completion of the formalities provided for by Articles R. 237-7 and R. 237-8 of the same code, which notably require that the notice of closure of the liquidation must be published; 24 March 1998, LawLex202300002872JBJ, holding that the removal of a company from the Trade and Companies Register occurs upon proof of publication in a legal announcements journal of the notice of closure of the liquidation.

Company Law (en cours)

323. Enforceability of the closure of liquidation.

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323. Enforceability of the closure of liquidation.

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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