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

Company Law (en cours)

Pursuant to Article L. 237-2 of the Commercial Code, the company is in liquidation as soon as it is dissolved for any reason, except in the case of the universal transfer of the company's assets resulting from the consolidation of all shares in a single hand . Its corporate name must then be followed by the mention "company in liquidation." Furthermore, the legal personality of the SNC remains for …

Liquidation of the company

Pursuant to Article L. 237-2 of the Commercial Code, the company is in liquidation as soon as it is dissolved for any reason, except in the case of the universal transfer of the company's assets resulting from the consolidation of all shares in a single hand . Its corporate name must then be followed by the mention "company in liquidation." Furthermore, the legal personality of the SNC remains for the purposes of the liquidation until its closure. The dissolution will only take effect with respect to third parties from the date it is published in the trade and companies register.

Persons prohibited from exercising the functions of a manager or who are disqualified from exercising these functions cannot be appointed as liquidators of the company . The liquidator remains liable, both to the company and to third parties, for the harmful consequences of faults committed in the exercise of their functions. The action for liability against liquidators is time-barred after three years, from the harmful event or, if it was concealed, from its revelation . However, all actions against non-liquidating partners or their surviving spouses, heirs, or successors are time-barred after five years from the publication of the company's dissolution in the RCS . But the prescription of the action against the latter does not apply in the absence of publication of the dissolution . Furthermore, this prescription cannot be invoked by a partner who has transferred their shares in the SNC to escape the pursuit of a creditor when the company has not been dissolved .

Commercial Code, Art. L. 225-254, by reference to Art. L. 237-4.

CA Rennes, 6 May 2008, LawLex202200009726JBJ.

Cass. com., 21 October 2008, LawLex202200007507JBJ.

Company Law (en cours)

419. Liquidation of the company

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419. Liquidation of the company

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise