The provisions of this chapter shall exclusively apply:

1) In case of a liquidation organized out of court, absent express provisions of articles of association or contractual provisions between members with the same object or in the presence of an agreement between partners providing for the application of articles 224 to 241 of the OHADA Law of 2014;

2) Upon a decision of the competent court ruling expeditiously at the request of the following individuals with a legitimate interest:

  • The majority of partners of a general partnership;
  • Members representing at least one-tenth of the stated capital in the other types of commercial companies;
  • Company creditors;
  • The representative of the group of bondholders.

In the cases referred to in paragraph 2) of this article, the provisions of the articles of association or of an agreement that are contrary to the provisions of this chapter shall be deemed unwritten.
The powers of the board of directors or company management shall cease from the date of the court order deciding the liquidation of the company.
The dissolution of the company does not put an end to the duties of the auditor.
The court order deciding the liquidation of the company shall designate one or more liquidators.
The term of office of the liquidator shall not exceed three (3) years renewable by a court order at the request of the liquidator.
In his renewal application, the liquidator shall state the reasons why the liquidation was not completed, the measures he intends to put in place, and the time needed for the completion of the liquidation.
Within six (6) months of his appointment, the liquidator shall call the meeting of members during which he shall report on the status of the company assets and liabilities, the execution of the liquidation process, the time needed to complete the such process, and shall request, where appropriate, any permissions that may be required.

The meeting shall act, under the conditions of quorum and majority set forth by this uniform Act for each form of company for the amendments to the articles of association. Deliberations conducted in violation of the provisions of this paragraph shall be null.

The time limit under which the liquidator shall draw his report may be extended to twelve (12) months, at his request, by a court decision.

Failing this, the meeting shall be called by an ad hoc agent appointed by a court decision at the request of any interested party.

Where the general meeting has been unable to call or where a decision could not be taken, the liquidator shall petition the court to obtain the necessary authorizations to complete the liquidation.

The liquidator represents the company which is bound for all the liquidation actions.

He is vested with the broadest authority to execute assets even in amicable arrangements.

Any restrictions to such powers in the articles of association or the appointment instrument shall not be binding on third parties.

The liquidator is authorized to pay creditors and to apportion the available balance among members.

He may not pursue any ongoing business or engage in new ones for the liquidation unless he has been authorized by a court decision.

The liquidator, within three (3) months of the end of each fiscal year, shall prepare the annual summary financial statements in light of the inventory he established of various elements of assets and liabilities available on that date and a written report in which he shall give an account of the liquidation process during the past fiscal year.

Except exempted by the competent court ruling expeditiously, the liquidator shall call, as provided by the articles of association, at least once a year and within six (6) months of the end of the fiscal year, the meeting of members that reviews and approves the annual summary financial statements, grants necessary authorizations and, where appropriate, renew the mandate of the auditor.

If the meeting does not occur, the written report of the liquidator shall be filed with the registry of commerce and securities.

During the liquidation period, members may receive company documents under the same conditions as before.

The decisions provided for in article 233 of the law shall be taken:

1) Unanimously by partners, in general partnerships;

2) Unanimously by general partners and by the majority capital of the limited partners, in limited liability partnerships;

3) By the majority capital of members, in private limited companies;

4) Under the quorum and majority requirements set forth for the extraordinary general meetings, in share companies.

Where the required majority cannot be reached, the competent court shall rule expeditiously at the request of the liquidator or any interested party.

When the decision leads to the amendment of the articles of association, it shall be taken under the conditions set forth by this uniform Act for each form of company.

Members who are liquidators shall vote.

Deliberations conducted in violation of the provisions of this article shall be null.

If the company continues to operate, the liquidator is required to call a meeting of members under the conditions outlined in article 233 of the law. Failing this, any interested party may request that a meeting be called, either by the auditor or by an agent appointed by the competent court ruling expeditiously.

Unless otherwise provided in the articles of association, the distribution of the equity remaining after reimbursement of the nominal value of shares or equity interests shall be made among members in the same proportions as their interests in the stated capital.

Any decision to distribute funds shall be published in the newspaper authorized to publish legal notices in which the publicity stipulated in article 266 of the law was carried out. The decision shall be notified individually to holders of nominative securities.

Sums allocated to distribution among members and creditors shall be deposited within fifteen (15) days following the decision to distribute funds, on an account opened in the name of the company under liquidation in a bank domiciled in the State party of the headquarters. In case there are many liquidators, the funds may be withdrawn by a single liquidator and under his responsibility.

Where the amounts allocated to creditors or members could not be paid to them, they shall be deposited in an escrow account opened at the Public Treasury, at the expiration of a one-year deadline from the completion of the liquidation.

Subject to the rights of creditors, the liquidator shall decide whether to distribute available funds while the liquidation is ongoing.

After an unsatisfactory demand to the liquidator, any interested party may petition the competent court ruling expeditiously on the possibility of distribution while the liquidation is ongoing.

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