Dissolution of a company means the closing of a corporate entity. This can be a complex process to achieve especially in cases of more owners/shareholders with more assets.
CAUSES OF DISSOLUTION
The company shall cease to exist:
1°) By the expiration of the period for which it was formed;
2°) By the realization or extinction of its purpose;
3°) By the cancellation of the company articles of association;
4°) By decision of members under the conditions set forth for the amendments of the articles of association;
5°) by an early dissolution pronounced by the competent court at the request of a member for just reasons, notably in the case of non-fulfillment by a member of his obligations or disagreement between members hindering the normal operation of the company;
6°) Through a court decision ordering the liquidation of the company assets;
7°) For any other reason provided for in the articles of association.
EFFECTS OF DISSOLUTION
The company dissolution shall affect third parties only from its publication by notice in a newspaper authorized to publish legal notices in the State party of the headquarters.
Dissolution of a multi- members company automatically entails its liquidation.
The legal personality of the company shall continue to exist for liquidation purposes and until the liquidation procedure is completed.
The dissolution of a company in which all instruments are held by a single member shall result in a universal assignment of assets and liabilities of the company to such individual, without liquidation occurring. Creditors may object to the dissolution before the competent court within thirty (30) days following the publication thereof. The competent court may reject the objection or order either the settlement of debts or the provision of guarantees where the company offers any and if they are deemed sufficient. The assignment of assets and liabilities as well as the disappearance of the company shall take effect only at the expiration of the deadline of the objection period or, where appropriate when the objection has been rejected or debts have been reimbursed or guarantees provided.
The provisions of the fourth paragraph do not apply to companies whose sole shareholder is a natural person. In such a case, the dissolution of the company entails its automatic liquidation.
The dissolution shall be published through a notice in a newspaper authorized to publish legal notices where the headquarters is located, by filing instruments or minutes deciding or recording the dissolution with the registry of commerce and securities, and by the amendment of the registration at the registry of commerce and securities.