Dissolution of a company shall have an effect on third parties only with effect from its
publication in the Trade and Personal Property Rights Register.
Dissolution of a company with several members shall as of right entail liquidation of the
company.
The legal personality of the company shall continue to exist for liquidation purposes until the
liquidation procedure is completed.
Dissolution of a company in which all the shares are held by one person shall entail a total
transmission of the assets and liabilities of the company to such person without resorting to
liquidation. Creditors may object to the liquidation before the competent court within a period
of thirty days following its publication. The court shall reject the objection or order the settlement
of debts or the provision of guarantees if the company offers any and if they are deemed
sufficient. The transmission of the assets and liabilities and the winding up of the company shall
be effective only after the expiry of the time limit for objection or where the objection has been
declared inadmissible or if the settlement of debts has been effected or guarantees provided.
Official translation
Spot-checked
In force from 17 April 1997
Source page 52