Operations of a liquidation, step by step
The liquidation procedure of a company occurs in three stages.
The liquidation starts with the General Assembly of Liquidation1. This assembly must take place in presence of a notary for PLCs, LLCs and Partnerships Limited by Shares.
Once appointed, the liquidator must carry all operations pertaining to the liquidation of the company: sale of assets (fixed assests, stocks...), collection of receivables, identification of creditors and payment of debts, etc...
Following the operations of liquidation, the liquidator must present his report to the associates or shareholders of the company being liquidated2.
A second General Assembly is convened to consult the report and the accounts. This assembly does not require the services of a public notary and it must also appoint a statutory auditor.
The role of the statutory auditor is to examine if the accounts and the liquidator's report are in line with the company's documents and with the actions carried out by the liquidator.
When the task of the statutory auditor is over, a third General Assembly is convened. This assembly does not require the presence of a public notary and its purpose is the final approval, after verification by the auditor, of the liquidator's report and to adjudicate on the completion of the liquidation.
The liquidator can then publish the completion of the liquidation to the Trade Register and to proceed, if applicable, to the reimbursement of the capital and the payment of the liquidation surplus.
The documents of the liquidated company must then be kept for at least five years after the completion of the liquidator3.
Exemple of application
• 1st February 2017 : General Assembly of Liquidation in presence of a notary.
• From 1st February to 30th September 2017 : the liquidator proceeds with the operations of liquidation.
• 1st October 2017 : the liquidator makes his report available.
• 8th October 2017 : General Assembly for the appointment of a statutory auditor.
• 20th October 2017 : General Assembly for the final approval of the liquidator's report after reading of the statutory auditor's report and completion of the liquidation.
(1) article 141 and followings of Company Law
(2) article 151 of Company Law
(3) article 151 1° of Company Law