Dissolution of the Company
Article 154
- (1)
-
The company shall be dissolved:
- 1.
- with the expiration of the term set in the articles;
- 2.
- upon decision of the partners adopted with a 3\4 majority of the interests, unless the articles provide otherwise;
- 3.
- through a consolidation or merger with a joint stock company or another limited liability company;
- 4.
- upon being declared bankrupt;
- 5.
- by a decision of the district court in cases provided for by law.
- (2)
- The articles may provide for other grounds for dissolution of the company.
Dissolution by a Decision of the Court
Article 155
The company may be dissolved by a decision of the district court of its registration upon:
- 1.
- an action by the partners showing serious cause. The action shall be brought against the company if the plaintiffs' interests represent more than one fifth of the registered capital;
- 2.
- an action by the public attorney where the company's activities are in contradiction to the Law.
Liquidation of a Company
Article 156
- (1)
- In the case of dissolution of a company pursuant to Article 154, items 1, 2 and 5 and Article 155 a liquidation procedure shall be initiated.
- (2)
- The company's liquidator shall be its manager, except where another person has been appointed with the articles or with a resolution of the general meeting.
- (3)
- Upon request of the comptroller or of partners holding at least one tenth of the interests the court may appoint another liquidator.
- (4)
- The liquidation of the company shall be performed pursuant to Chapter Seventeen.
Dissolution of a Single Person Limited Liability Company
Article 157
- (1)
- A company in which the capital is owned by a single natural person shall be dissolved upon the death of such person, except where provided otherwise or where the heirs wish to continue its activities.
- (2)
- Where the capital is owned by a single legal person the company shall be dissolved with the dissolution of that legal person.
