Fencing by Company : two-step procedure – dissolution et liquidation - and reports to be established as well as models clauses to be personalized.
Early Settlement Report
Le leader must submit a investigation report to the partners when he brings them together to rule on the early dissolution of the society. This management report must contain three important pieces of information:
- The items on the agenda of the general meeting,
- The reasons underlying the company's early settlement,
- The suggestion of appointment of an amicable liquidator.
Here are examples of proposals to include in the early settlement report.
Announcement of items on the agenda
I have called you to the Extraordinary General Meeting to discuss the following items on the agenda:
– Early dissolution of the company;
- Appointment of a liquidator, determination of his powers and remuneration
Explanation of Premature Settlement Action
This operation seems necessary to me for the following reasons: [Indicate the reasons for the early dissolution].
Proposal for the appointment of the amicable liquidator
If you accept my proposal for early dissolution, I would ask you to appoint as amicable liquidator [Name, first name and full address of the amicable liquidator]. I will also suggest that you grant him the broadest powers to proceed with the liquidation of the company.
Final report on the closing of liquidation operations
Once the liquidator has carried out the liquidation activities, he must write a report. This document is sent to the members of the association before they take the decision to pronounce the close of liquidation. This mailing also includes liquidation accounts.
The liquidator's report also includes the following three pieces of information:
- Reminder of the agenda for the next general meeting,
- The description of the operations carried out during the liquidation period,
- The recognition of the balance of the liquidation and its possible allocation.
Below you will find model clauses to be included in the liquidation closing report.
Reminder of the agenda of the closing GA
I have called you to an ordinary general meeting to deliberate on the following items on the agenda:
– Approval of liquidation accounts and distribution of the balance;
– Quitus to the liquidator and discharge of his mandate;
– Acknowledgment of the final closure of liquidation.
Summary of liquidation operations
You decided, during the extraordinary general meeting of [date of EGM], to dissolve the company early from this date. Since then, I have carried out the following operations: [Description of operations performed].
Recognition of the liquidation balance and allocation
The statement to be inserted here depends on the outcome of the liquidation. It can present a bonus (with the reimbursement of the capital and the surplus to the partners) or, on the contrary, a mali (partial or zero reimbursement of the capital to the partners).
Whether the share capital can be fully repaid
The liquidation accounts that I present to you show a positive balance of [Liquidation Balance Amount] euros, which I kindly ask you to divide between the partners.
If the capital can only be partially repaid
The liquidation accounts that I present to you show a positive balance of [Liquidation Balance Amount] euros. However, this amount is insufficient to reimburse the total amount of the share capital. Also, I suggest that you distribute this balance between the partners in proportion to their respective contributions.
If the principal cannot be repaid
The liquidation accounts that I present to you show a negative balance of [Liquidation Balance Amount] euros. Consequently, no reimbursement of shares or allocation can be made.
Looking for an easy way to close your business? use our partner service: I close online!
You will find further information on the subject of dissolution and liquidation:
