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 SCA 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 .

The name of the liquidator(s) must appear on all acts and documents issued by the company and intended for third parties, including all letters, invoices, announcements, and various publications . The act of appointing the liquidators, regardless of its form, must be published within one month in a medium authorized to receive legal announcements in the department of the registered office and, if the company's shares are admitted to trading on a regulated market or if all its shares are not in registered form, in the Bulletin des annonces légales obligatoires . Persons who are prohibited from serving as directors, managers, or members of the supervisory board, or who are disqualified from exercising these functions, cannot be appointed as liquidators of the company .

Unless there is unanimous consent from the partners, the transfer of all or part of the company's assets in liquidation to a person who has held the position of general partner, manager, member of the supervisory board, or statutory auditor in the company can only take place with the authorization of the Commercial Court, after the liquidator and, if applicable, the statutory auditor have been duly heard . However, such a transfer is strictly prohibited when made in favor of the liquidator, their employees, or their spouses, ascendants, or descendants . The global transfer of the company's assets or the contribution of the assets to another company, particularly through a merger, is permitted under the quorum and majority conditions provided for extraordinary meetings and with the unanimous agreement of the general partners . Finally, the partners, including holders of priority dividend shares without voting rights, must be convened at the end of the liquidation to decide on the final account, the discharge of the liquidator's management, and the release of their mandate, and to acknowledge the closure of the liquidation .

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, for a period of 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 assigns are time-barred after five years from the publication of the company's dissolution in the trade and companies register .

562. Advertising and liquidation