Some company rulings require the appointment of a friendly liquidator. This is the case for companies that are not in a state of insolvency when the partners choose voluntary early dissolution. He will assume an extended mission and will represent the company until its dissolution. here is a friendly liquidator report which answers the following questions:
- What are the conditions for the appointment of a friendly liquidator ?
- What is the term of the mandate of the friendly liquidator ?
- What is the mission of the friendly liquidator ?
Requirements for the appointment of an amicable liquidator
Aspects relating to the dissolved and liquidated company
La appointment of a liquidator amicable only applies to some voluntary dissolutions. More specifically, these are early dissolutions desired by the shareholders of a company that is not to in a state of bankruptcy. In other words, the company must be able to repay its debts with the assets it has. Otherwise, the procedure becomes judicial and the liquidator cannot be appointed under the same conditions.
Aspects related to the person appointed as amicable liquidator
The Act allows many people to exercise the function of amicable liquidator. This is how this mandate can be granted:
- At thesole partner or to one of shareholders of the company,
- Au legal officer of the company (manager, president, etc.),
- Or to a Tiers to the company, i.e. an outside person.
However, care must be taken because the law prohibits the resale of corporate assets to the liquidator or his relatives. If the candidate for the position of amicable liquidator finds himself in this situation, he is required to refuse his appointment. Moreover, he cannot be subject to a ban on managing or exercising management functions in a company.
Quorum and majority conditions for the appointment of the amicable liquidator
Contrary to the resolution of dissolution of the company, the adoption of the resolution appointing the liquidator is generally done under the conditions of majority ordinary (except for the SAS which have nothing planned in their statutes).
So, the designation du amicable liquidator is made in the quorum and majority requirements following:
| Form | Conditions for the appointment of the amicable liquidator |
| SASU | Decision of the sole shareholder (unless otherwise provided in the articles of association) |
| SAS | Unanimity of the partners (unless otherwise provided in the articles of association) |
| EURL | Decision of the sole shareholder |
| SARL | Majority in capital of the partners |
| SA | Voting conditions provided for ordinary meetings |
Duration of the mandate of the amicable liquidator
Un amicable liquidator is charged with a mission whose duration cannot exceed three years. It is set by the partners at the meeting deciding the early voluntary dissolution and stops when the company is struck off the trade and companies register.
Nevertheless, the liquidator may request, in special circumstances, the renewal of his mandate with the partners or with the courts. He must then explain the reasons that prevented him from concluding the liquidation, as well as the actions he will take to complete his work.
a>
Mandate of the friendly liquidator
Representation of the company
The liquidator replaces, first of all, the corporate officers who are relieved of their duties. He must then represent the company from third parties and has the full powers to act in all circumstances on behalf of the company, unless the articles of association or the shareholders decide otherwise.
Within 6 months of his appointment, the amicable liquidator must convene the partners in an ordinary general meeting (AGO). The purpose of this meeting is to inform them about the financial health of the company and the time required to complete the liquidation operations.
Fulfillment of legal formalities
The liquidator must take care of all the legal formalities related to the liquidation of the company.
Thus, he must publish a legal announcement of dissolution and make the necessary changes to the Trade and Companies Register (RCS). When the procedure comes to an end, he must also carry out the publication formalities relating to the closing of the liquidation operations (legal notice of liquidation) then to the delisting from the company.
Carrying out liquidation operations
La main mission of the friendly liquidator is then to carry out the liquidation operations, namely:
- Make a inventory of the assets of the dissolved company,
- Realize the asset (sell fixed assets and inventory, collect receivables),
- Settle the liabilities (reimburse supplier, tax, social security and other debts).
If the sale of the assets does not make it possible to cover the liabilities, the company is in a state of cessation of payments and the liquidator must then seize the commercial court so that the company is placed in compulsory liquidation.
When the company closes accounting years during the liquidation period, the liquidator must draw up the annual accounts and write a report. He then has 3 months to bring together the partners so that they can decide on the annual accounts.
Closing of liquidation operations
Once the mission is accomplished, the amicable liquidator must establish final liquidation accounts et reunite the associates in a general meeting so that they:
- Approve and decide on the balance of the liquidation,
- Give him discharge from his management and release him from his mandate,
- Pronounce the closure of the liquidation operations.
The liquidator then proceeds to equity sharing of the company between the partner(s) and the removal from the trade and companies register.
- How and why put a society to sleep?
- How to spot a cessation of payments?
- How to carry out a voluntary liquidation?
What is an amicable liquidator?
An amicable liquidator is a person appointed by a liquidation court to manage and settle the debts of a bankrupt company.
Who can be appointed as an amicable liquidator?
An amicable liquidator may be appointed by the competent court or by the creditors of the bankrupt company.
What is the mission of an amicable liquidator?
The main mission of an amicable liquidator is to liquidate the assets of the bankrupt company and distribute the funds among the creditors. He is also responsible for drafting a final report for the court and ensuring that liquidation proceedings are carried out in accordance with applicable laws.
