How to liquidate a public limited company?

1 October 2011 Read by 7672 persons

 

 

I am a shareholder in a company of which I am also the CEO. For financial reasons, we must liquidate it. How to proceed?

The decision to dissolve is the responsibility of the extraordinary general meeting (EGM). The liquidation of a public limited company is governed by the statutes, the articles of association, and law 17/95 relating to public limited companies. In the EGM, one must not only decide on the dissolution and leave the company dormant, but also decide on the liquidation, appointing a liquidator who may be a member or a third party. All documents issued following these two decisions must contain the following information in a prominent manner: "Public limited company in liquidation".
Therefore, a first step is to appoint a liquidator, in this case you if you wish.

The act of appointing the liquidators is published within thirty days in a legal notice journal. It contains the following information:

 

  1. The name of the company followed, if applicable, by its acronym;
  2. The form of the company, followed by the mention "In liquidation";
  3. The amount of the share capital;
  4. The address of the registered office;
  5. The registration number of the company in the trade register;
  6. The reason for the liquidation;
  7. The given names, surname and address of the liquidators;
  8. If applicable, the limitations placed on their powers.

The following are also indicated in the same insertion:

 

 

  1. The place where correspondence should be addressed and where the acts and documents relating to the liquidation should be notified;
  2. The court to the registry of which will be filed, as an annex to the trade register, the acts and documents relating to the liquidation. At the request of the liquidator, the same information is brought, by simple letter, to the attention of the shareholders. The liquidator's main task is to settle the liabilities and realize the assets.


Finally, the shareholders are convened at the end of the liquidation to decide on the final account, on the approval of the liquidator's management and the discharge of his mandate, and to record the closing of the liquidation.
Failing this, any shareholder may request the president of the court, ruling in summary proceedings, to appoint a representative responsible for convening the meeting. The notice of closure of the liquidation, signed by the liquidator, is published, at the latter's initiative, in the legal notice journal that received the publicity prescribed by Article 363 of Law 17/95 relating to public limited companies.

It contains the following information:

 

 

  1. The name of the company followed, if applicable, by its acronym;
  2. The form of the company, followed by the mention "In liquidation";
  3. The amount of the share capital;
  4. The address of the registered office;
  5. The registration number of the company in the trade register;
  6. The given names, surname and address of the liquidators;
  7. The date and place of the meeting of the closing meeting, if the liquidators' accounts have been approved by it or, failing that, the date of the court decision provided for in Article 369, as well as the indication of the court that pronounced it;
  8. The registry of the court where the liquidators' accounts are deposited.

Of course, these are the main legal measures for the liquidation of a public limited company, but some specific companies require additional measures.

Mohamed Jamal Maatouk.



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