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

Company Law (en cours)

The liquidation procedure following a dissolution can be lengthy and particularly complex. Thus, Article L. 237-2, para. 2, of the Commercial Code provides that the legal personality of the company continues for the purposes of the liquidation  until its closure. However, all claims unrelated to the needs of the liquidation  are excluded and must be rejected accordingly.
The maintenance of legal p …

Temporary maintenance of legal personality

BORONAD-LESOIN, The survival of the dissolved legal entity, RTD com, 2003,1.

The liquidation procedure following a dissolution can be lengthy and particularly complex. Thus, Article L. 237-2, para. 2, of the Commercial Code provides that the legal personality of the company continues for the purposes of the liquidation  until its closure. However, all claims unrelated to the needs of the liquidation  are excluded and must be rejected accordingly.

The maintenance of legal personality has numerous consequences. Indeed, the summons for the rescission of a real estate sale issued by a dissolved company, and the proceedings pursued by its liquidator, are valid notwithstanding its automatic deregistration from the commercial and companies register, as long as the liquidation operations are not closed . Similarly, the creditor of a dissolved company in amicable liquidation that is not subject to collective proceedings is entitled to obtain its condemnation for the payment of royalties due under a trademark license agreement and a set-off with amounts owed . Furthermore, the commercial lease of a dissolved SNC cannot be terminated as long as it survives for the purposes of its liquidation . After the closure of its judicial liquidation due to the extinction of liabilities, the legal personality of the debtor company subsists for the purposes of its liquidation, so that it can initiate, through its amicable liquidator, a new action aimed at increasing the assets to be shared . Finally, the fact that the director of a legal entity whose dissolution has been judicially pronounced, with provisional execution, cannot represent it in court to contest its dissolution does not deprive it of the right to an effective remedy exercised through its amicable liquidator or an ad hoc representative .

Cass. com., 12 November 1992, LawLex202300002201JBJ, considering that the arrival of the term provided for by the statutes results in the automatic dissolution of the company, whose legal personality can only subsist for the purposes of liquidation, which does not include the right to use or to transfer its corporate name to another company.

Cass. com., 12 February 2013, LawLex202300001439JBJ, holding that the request for withdrawal submitted by a partner of a dissolved company in the process of liquidation must be rejected insofar as the resulting operations are unrelated to the needs of the liquidation.

Cass. com., 13 February 1996, LawLex202300002444JBJ; 17 July 2001, LawLex202300002752JBJ, considering as regular the order for foreclosure served on a dissolved company, notwithstanding its deregistration from the RCS; 20 September 2023, LawLex202300011684JBJ, JCP E 2023, No 1332, obs. DONDERO, considering that the appeal filed by a dissolved company concerning rights and obligations not yet liquidated arising from the execution of a commercial lease contract is admissible, notwithstanding its deregistration from the trade and companies register, as its legal personality subsists for the purposes of liquidation.

Cass. com., 20 July 1976, LawLex202300002755JBJ. See also Cass. 1re civ., 17 October 1973, LawLex202300002756JBJ, considering that the creditor of a dissolved agricultural cooperative can obtain, through set-off, the payment of their own claim without having to comply with the rule of equality among creditors in the case of an amicable liquidation.

Cass. 3e civ., 12 March 1971, LawLex202300002751JBJ.

Cass. com., 8 June 2010, LawLex202300002753JBJ.

Cass. 3e civ., 19 January 2023, LawLex202300003434JBJ.

Company Law (en cours)

321. Temporary maintenance of legal personality(1)

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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