Section First: Liquidation

Article 923

Art. 923 - All partners, even those who do not participate in the administration, have the right to participate in the liquidation. The liquidation is carried out by the care of all partners, or by a liquidator appointed by them unanimously, if it was not previously designated by the partnership deed. If the interested parties cannot agree on the choice, or if there are good reasons not to entrust the liquidation to the persons designated by the partnership deed, the liquidation is carried out by court at the request of the most diligent party.

Article 924

Art. 924 - Until the liquidator is appointed, the directors are deemed to be custodians of the company's assets and must attend to urgent matters.

Article 925

Art. 925 - All deeds of a dissolved company must mention that it is in liquidation. The clause of the company's deed and the provisions of the law relating to existing companies apply to the company in liquidation, both in the relations between the shareholders themselves and in their relations with third parties, insofar as they can apply to a company in liquidation, and except for the provisions of this title.

Article 926

Art. 926 - When there are several liquidators, they cannot act separately unless expressly authorized to do so.

Article 927

Art. 927 - Upon assuming office, the liquidator, whether judicial or non-judicial, is required to draw up, jointly with the company's administrators, the inventory and the active and passive balance sheet of the company. He must receive and preserve the books, documents, and assets of the company that will be handed over to him by the administrators; he records, in journal form and in chronological order, all operations related to the liquidation, in accordance with the accounting rules commonly used in commerce, and retains all justifying documents and other documents related to this liquidation.

Article 928

Art. 928 - The liquidator represents the partnership in liquidation and has its administration. His mandate includes all acts necessary to realize the assets and discharge the liabilities, in particular the power to carry out collection of claims, to complete pending matters, to take all conservatory measures required by the common interest, to make all publicity necessary to invite creditors to present their claims, to pay liquid and due social debts, to sell real estate of the partnership by court proceedings that cannot be conveniently divided, to sell merchandise in storage and equipment, all except the reservations expressed in the deed that appoints him or the decisions that would be made by the partners unanimously during the liquidation.

Article 929

Art. 929 - If a known creditor fails to come forward, the liquidator is authorized to deposit the sum due to him, in the case where deposit is a matter of law. For obligations that have not yet fallen due or are disputed, he is required to set aside and deposit in a safe place a sufficient sum to meet them.

Article 930

Art. 930 - In the event that the company's funds are insufficient to pay the due debts, the liquidator must request from the partners the necessary sums, if the partners are required to provide them according to the nature of the company, or if they are still debtors of all or part of their social contribution. The share of insolvent partners is distributed among the others in proportion to their liability for the losses.

Article 931

Art. 931 - The liquidator may contract loans and other obligations, even by means of exchange, endorse bills of exchange, grant extensions, give and accept delegations, pledge the partnership's goods, all if the contrary is not expressed in his mandate and only to the extent strictly required by the interest of the liquidation.

Article 932

Art. 932 - The liquidator may not settle, compromise, or waive securities, unless in exchange for payment or equivalent securities, nor may he sell the business assets he is responsible for liquidating at a fixed price, nor alienate them gratuitously, nor initiate new operations, unless he is expressly authorized to do so. However, he may engage in new operations to the extent that they are necessary to liquidate pending matters. In the event of a breach, he is personally liable for the operations undertaken; this liability is joint and several when there are multiple liquidators.

Article 933

Art. 933 - The liquidator may delegate to third parties the power to carry out one or more determined acts: he is responsible, according to the rules relating to mandate, for the persons he substitutes.

Article 934

Art. 934 - The liquidator, even a judicial one, may not deviate from the decisions made unanimously by the parties concerned and relating to the management of the common property.

Article 935

Art. 935 - The liquidator is required to provide the shareholders or partners, upon any request, with complete information regarding the state of the liquidation, and to make available to them the registers and documents related to these operations.

Article 936

Art. 936 - The liquidator is bound by all the obligations of a salaried agent, with respect to the rendering of his accounts and the return of what he received on the occasion of his mandate. He must, at the end of the liquidation, prepare an inventory and an active and passive balance sheet, summarizing all the operations accomplished by him and the definitive situation resulting therefrom.

Article 937

Art. 937 - The mandate of the liquidator is not presumed to be gratuitous. Where the fees of the liquidator have not been fixed, it is for the judge to assess them, without prejudice to the right of the parties concerned to object to the taxation.

Article 938

Art. 938 - The liquidator who has paid the common debts out of their own funds can only exercise the rights of the creditors they have satisfied; they have recourse against the partners or co-owners only in proportion to their interests.

Article 939

Art. 939 - After the end of the liquidation and the rendering of accounts, the books, papers and documents of the dissolved partnership are deposited by the liquidator at the registry of the court or other safe place designated by the court, if the interested parties do not indicate to him, by majority, the person to whom he must hand over this deposit. They must be preserved there for fifteen years from the date of deposit. The interested parties and their heirs and assigns, as well as the liquidators, always have the right to consult these documents and to examine them.

Article 940

Art. 940 - If one or more liquidators become unavailable due to death, bankruptcy, or incapacitation, resignation, or revocation, they must be replaced in the manner established for their appointment.