Bochon & Partners
Judicial dissolution
Defend a company summoned for dissolution, or take action against a company that no longer meets its obligations.
Judicial dissolution is ordered by the enterprise court, under the Code of Companies and Associations, when a company no longer meets its obligations: annual accounts not filed, no real activity, failing management bodies. It leads to the judicial liquidation of the company, entrusted to a liquidator appointed by the court. A role Anthony Bochon has regularly held since 2018: we know how to avoid a dissolution, contest it, or conduct it in the best interests of shareholders and creditors.
See also: preventing business difficulties · judicial reorganisation (PRJ) · bankruptcy (own filing or summons).
Some companies can be dissolved by court order, even without their shareholders’ consent. This procedure, known as judicial dissolution, targets in particular companies that no longer meet their legal obligations or no longer carry on any real activity.
Legal basis
Judicial dissolution is governed not by the Code of Economic Law but by the Code of Companies and Associations (CCA). It is a procedure distinct from bankruptcy and judicial reorganisation.
Grounds for dissolution
The court may order judicial dissolution in cases such as:
- prolonged absence of real activity;
- serious and persistent breach of legal obligations (failure to file annual accounts, serious dysfunction of the management bodies, failure to hold mandatory general meetings);
- an unlawful object or one contrary to public policy;
- any other ground provided for by law or the articles of association.
How the procedure works
- The procedure is brought by a summons before the enterprise court.
- The public prosecutor may act of its own motion.
- The court may order the dissolution immediately and appoint a court-appointed liquidator.
- In some cases, the court grants time to regularise the situation before ruling.
- An application for withdrawal (rétractation) may be filed if the grounds for dissolution have ceased to exist.
Effects of judicial dissolution
- The company enters compulsory liquidation.
- A court-appointed liquidator is appointed to realise the assets and settle the debts.
- Directors may be held liable in the event of misconduct.
- The company loses control of its management and its assets.
Is your company facing dissolution?
Act quickly. We defend your interests before the enterprise court.
Get in touch →Frequently asked questions
Judicial dissolution — governed by the Code of Companies and Associations — may be ordered in particular in the event of a prolonged absence of real activity, a serious and persistent breach of legal obligations (annual accounts not filed, dysfunctional management bodies) or an unlawful object.
In some cases, the court grants time to regularise before ruling. An application for withdrawal (rétractation) can also be filed if the grounds for dissolution have ceased to exist. Reacting quickly, as soon as the summons is served, keeps these options open.
The company enters compulsory liquidation; a court-appointed liquidator is appointed to realise the assets and settle the debts; the company loses control of its management and its assets.
Yes, in the event of misconduct, in particular mismanagement. We analyse the rights and exposure of directors, shareholders and creditors, and can challenge the measures proposed by the liquidator.