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

Company Law (en cours)

Article L. 237-2 of the Commercial Code provides that 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 . When it is part of a comprehensive group restructuring, the dissolution of an SAS cannot be suspected of characterizing the fraudulent int …

Liquidation of the company

Article L. 237-2 of the Commercial Code provides that 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 . When it is part of a comprehensive group restructuring, the dissolution of an SAS cannot be suspected of characterizing the fraudulent intent of the associates to terminate the president's mandate by bypassing the statutory provisions .

In the process of liquidation, the corporate name of the SAS must be followed by the mention “company in liquidation” . Furthermore, the legal personality of the SAS continues for the purposes of the liquidation until its closure . The dissolution of an SAS only takes effect with respect to third parties from the date it is published in the trade and companies register . It results, after the closure of the liquidation operations, in its removal from the trade and companies register and leads to the interruption of any ongoing proceedings, which can only be resumed after the appointment of an ad hoc representative .

Persons who are prohibited from serving as president, chief executive officer, director, member of the executive board, or supervisory board, or who have been 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, starting from the harmful event or, if it was concealed, from its disclosure . However, all actions against non-liquidator associates or their surviving spouses, heirs, or successors are time-barred after five years from the publication of the company's dissolution in the RCS .

CA Lyon, 7 March 2013, LawLex202300008780JBJ.

CA Montpellier, 20 September 2022, LawLex202300011408JBJ.

Commercial Code, Art. L. 237-12, para. 1.

Commercial Code, Art. L. 225-254, by reference to Art. L. 237-12, para. 2.

Company Law (en cours)

614. Liquidation of the company

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614. Liquidation of the company

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise