Liquidation is an inventory of all receivables and debts of the company, which can be recovered and collected, whether in the face of partners or others, in order to determine all the company's funds and distribute them among the partners by division after collecting rights and paying the company's debts and selling its money movable or real estate, and the origin in companies in its various legal forms is persons or funds that the company has a certain period stipulated in the company's contract or that the period is related to its purpose for which it was established, at the end of the company's term or The end of the purpose for which it was established or unable to carry out its tasks and the survival of its obligations If one of the reasons for its liquidation is realized, such as if its term has expired or the work for which it was carried out has been completed, or its funds have perished, or one of the partners has died or been quarantined or left-handed, bankrupt or withdrawn, or the company has dissolved judicially, or dissolved because of the exit of one of the partners from it, the company shall lapse in the manner in which it submits its statement. In the role of liquidation and the company retains its legal personality, and often the company's memorandum of association provides for the way in which its funds are liquidated and then this method must be followed, and in the event that the company's memorandum of association does not stipulate the way in which the liquidation takes place, the law has settled on setting provisions for the liquidation of companies, and the liquidation may be consensual (optional) or non-consensual (judicial), and the liquidator appoints and represents it in everything and before the judiciary, which is the one who sells assets The company and pay its debts and distribute the surplus to the partners and the company ends with the notation of erasing the commercial register.
Type I: Companies of persons :-Copy
(Recommendation or solidarity) and these companies were named by this name because the responsibility in them lies on the person of the general partner (the director of the company) and consists of two or more persons and the partners are joint venture when the company is a joint venture or at least one of them is a joint venture in the limited partnership and the companies of persons have two forms:
First: Companies of persons subject to the Internal Trade Law :-Copy
These companies, whether recommended or jointly, are established between two or more partners and write them a memorandum of association and a summary thereof to be publicized either through the court of the college of the headquarters or through the real estate registry and preceded by the announcement of the ratification of the contract by the Bar Association if the company's capital exceeds 20 thousand pounds and stipulates in the terms of the contract companies all the conditions necessary for the success of the company and how to liquidate.
Second: Companies of persons Investment Laws (Investment Law 8 of 1997, which was replaced by Law 72 of 2017) :-Copy
These companies, whether recommended or jointly, are established between two or more partners within the General Authority for Investment and are required to be subject to the Investment Law, and their capital is not less than 300 thousand pounds and a certificate and memorandum of association and ratifies the contract at the Bar Association and stipulates in the terms of the companies' contract all the articles, which are often a fixed model from the authority, and among the articles is how to liquidate these companies.
Type II: Money Companies :-Copy
Contribution and recommendation of shares, limited liability and one person" One of them may be subject to Law 159 of 1981 or Law 72 of 2017, and all liquidation procedures are regulated by Law 159 of 1981, and these companies of all kinds are established in the General Authority for Investment and have a memorandum of association and a statute for joint stock companies, and whether these companies are subject to Law 159 or Law 72, all their procedures from the convening of assemblies, boards of directors, the company's group, the voting quorum, the appointment of the auditor and the appointment of a board Management or manager and their dismissal and dividends to partners or workers or termination of the company before its term governed by Law 159 of 1981 and Law No. 95 of 92 and their executive regulations and the liquidation of capital companies two stages.
To dissolve and liquidate the company in multiple cases :-Copy
-The expiry of the company's term specified in the company's contract.
- The end of the purpose for which the company was established.
- Destruction of the company's capital or part of it, which makes it impossible for the company to continue practicing its business.
- Issuance of a court ruling to dissolve and liquidate the company.
- Merger of the company into another facility, which entails the dissolution of each of them and the formation of a new company.
- The death of one of the partners or the separation or withdrawal of one of them (in the case of companies of persons).
- Seizure, bankruptcy or insolvency of one of the partners.
- Meeting the shares of the partners in the hands of one person, then the company turns into a sole proprietorship.
- Dispute of partners over the distribution of profits or the existence of fraud or fraud in the company's financial statements (judicial dispute).
The Egyptian legislator has stipulated that the company shall have a legal personality during the liquidation period to the extent necessary for its liquidation (the company's personality shall not remain except to the extent necessary to complete the liquidation work), to the effect that the company's funds remain owned by it during liquidation and the creditors of the personal partners shall not compete with the company's creditors during the liquidation stage, and the partners may not arrange an official mortgage on their shares nor claim the recovery of their shares in the capital, due to the existence of the company during that period. Where the company's capital is the general guarantee of creditors and its results.
The company's enjoyment of legal personality during the liquidation period has the following results :-Copy
1- The company retains its trade name during the liquidation period, but with the addition of the phrase (company under liquidation) next to the name of the company, in order to be able to file lawsuits in the name of the company.
2. The company shall retain its headquarters and nationality, so as to enable correspondence with the managers or liquidators at the company's headquarters at that address, otherwise any advertisement outside its domicile shall be considered null and void and shall not be invoked against the liquidator.
3- During the liquidation period, the company retains its financial liability, because it is considered the general guarantee for the company's creditors.
4- The company shall be declared bankrupt if it ceases to pay its debts during the liquidation period.
The nature of the liquidator :-Copy
The liquidator is the person or persons entrusted with the liquidation of the company for the account of a legal person. The liquidator is appointed by the majority of the partners in the event of agreement among themselves, and if the partners do not agree to appoint the liquidator, the judge appoints him at the request of one of them (in the case of judicial dispute).
Judicial liquidation :-Copy
Sometimes one of the partners or a number of them resort to the judiciary to issue a judgment of liquidation in several of the previous cases, including a report and another objective dispute, the declarative dispute is an endorsement of an item of the company's memorandum of association, but for circumstances it is impossible to edit a contract between the partners to liquidate the company or its dissolution and erase the commercial register.
For the refusal of some of them to sign the contract or for the death of one of them or the declaration of bankruptcy or insolvency .... etc., here the lawsuit is filed and the court must implement the terms of the contract and the plaintiff may request the appointment of one of the partners as a liquidator or the court may request the appointment of a judicial liquidator.
Substantive Company Liquidation Lawsuit :-Copy
And the appointment of a judicial liquidator from among the list of liquidators accredited to the court in which all partners are litigated, this case is when there is a serious dispute between the partners and their incompatibility, and here the court undertakes the liquidation procedures and the appointment of the liquidator and determines his competencies and fees until he finishes liquidating the company and filing his report until the court adopts it and issues a judgment that is noted in the commercial register and erased.
Consensual liquidation :-Copy
This is done by editing one of the two contracts, either by a contract for the termination of the contract for the formation of a company (from a contract and its summary) and this is freed when the company does not have any assets, any assets or debts or dues with other parties or companies, and it is publicized by the court and all the necessary procedures to erase the commercial register and close the activity at the Tax Authority, and in the event that any debts appear in favor of government agencies borne by all partners, each according to its percentage in the capital, or by the liquidation contract of the company (contract and its summary) and here One of the partners, the chartered accountant, a lawyer or any person with confidence from all partners is appointed and fees are determined for him, and this contract is publicized and the commercial register is marked that the company is under liquidation and the liquidator mentioned in the contract and his fees are appointed, and this is done in the event that the company has assets, i.e. it has assets or debts or dues with other parties or companies that must be collected, and the assets are sold, etc., and all amounts are liquidated and all government dues are paid, and the liquidator distributes The final surplus between all partners, each according to its percentage in the capital, and in the event of losses or debts, it is paid from the partners' funds, each according to its percentage in addition to the liquidator's fees.
Erasing the commercial register :-Copy
After completing all that, the liquidator prepares his report and a contract is drawn up to terminate the liquidation work and erase the commercial register, it is approved by the court and registered in the commercial register and the commercial register is erased.
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