The allocation of a liquidator company is guided by the type of liquidation: amicable ou judicial. In the majority of cases, the associates of the dissolved company choose the amicable liquidator. With regard to judicial liquidation, it is the Tribunal of Commerce which appoints the liquidator. Here is how to select a liquidator.
Appointment of an amicable liquidator
When a company is not in a state of insolvency, it can opt for dissolution – amicable liquidation also called conventional liquidation. In this case, the partners must then to choose un amicable liquidator to effect the dissolution.
This is the case unless a specific procedure is expressly provided for in the company's articles of association. The exclusive of the liquidator is then made by the partners, and this, under the conditions of quorum and majority provided for the ordinary decisions, except for simplified joint-stock companies (SAS). A report must be drawn up.
Le leader (president or manager), a associate or even a Tiers can act as an amicable liquidator. It is possible to appoint several, and it is then necessary to distribute their powers. If this distribution is not specified, they then have the same prerogatives.
Here are conditions to be fulfilled for appoint an amicable liquidator in a society :
| Legal status | Quorum | Majority |
|---|---|---|
| EURL | Not applicable | Decision of the sole shareholder |
| SARL | No | One or more partners representing more than 50% of the capital |
| SA | 20% on 1st consultation | Majority of votes of shareholders present/represented |
| SASU | Not applicable | Decision of the sole shareholder (unless otherwise provided in the articles of association) |
| SAS | No | Majority provided for in the statutes (unanimity if nothing is provided for) |
| CNS | No | Unanimity of partners |
If the partners fail to agree, the exclusive of the liquidator then intervenes by order du president of the commercial court following a request from an interested person.
Appointment of the legal representative
When a company is insolvent, it is not up to the partners to choose the liquidator, but to the Commercial Court (TC). The judges who pronounce the dissolution of the company must also appoint its liquidator(s).
Be careful however, the court can only order a liquidation if the recovery of the company in difficulty seems manifestly impossible. The company is then said to “file for bankruptcy”.
That's why we talk about liquidator judicial and not of the amicable liquidator. This is appointed by a court decision and cannot be the manager of the company in liquidation or one of its partners. The magistrates select it on a national list (see below).
Indeed, the judicial liquidator must have followed a specific training. He must have a diploma (master's degree), have completed a professional internship and have passed the professional aptitude test for the functions of judicial representative. In addition, he must be registered on a national list managed by the national registration and discipline commission.
Also read on the subject of liquidation:
What is the title of the company liquidator?
Answer: Company liquidator.
What is the role of the company liquidator?
Answer: The company liquidator is responsible for liquidating the assets of the company and distributing funds to creditors.
What type of training is required to become a company liquidator?
Answer: Company liquidators generally need a degree in accounting, business law, business management or economics to practice their profession.
