This statute amended the major portion of the law governing legal entities in the country’s mainland.The Companies Law has also focused on the provisions of liquidation which we will shed light on, but first, we will demonstrate the main reasons of liquidating a company as per the said law.If all or most of the company’s funds are utilized or spent and; the remaining funds cannot be used for investment anymore, all partners of the business (or the quorum) agreed that the term of the company has expired or a Court has issued an order to dissolute the company.The Court of Cassation in Commercial Cassation Case Number 381/2008 stated that ‘if any of the dissolution events arises, the steps shall follow the liquidation of the company and distribution of the money among the shareholders which cannot be distributed unless and until the dissolution and liquidation process concludes Any business would undergo managerial turmoil when one of its partners passes away.A member is admitted to the limited liability company in the manner provided for in the limited liability company agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within 90 days or such other period as is provided for in the limited liability company agreement after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the limited liability company agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company. (5) The entry of a decree of judicial dissolution under § 18-802 of this title. However, could this be the sole reason to liquidate a company per the Companies Law?
(e) Section 18-607 of this title shall not apply to a distribution to which this section applies.
This element succors the principle of equity since the liquidators who are appointed would be neutral towards the company and hence ensure that all the debts paid off before the partners receive their piece of the cake.
However, as mentioned earlier, the Court will also have a hand in dissolution and appointing the liquidator if has been company inactive or its activities are in violation of the law.
Unless otherwise provided in a limited liability company agreement, a limited liability company whose original certificate of formation was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by paragraph (a)(3) of this section as in effect on July 31, 2015 (except that “affirmative” and “written” shall be deleted from such paragraph (a)(3) of this section).
(b) Unless otherwise provided in a limited liability company agreement, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of an event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution. (a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in a limited liability company agreement, but if no such time is set forth in the limited liability company agreement, then the limited liability company shall have a perpetual existence; (2) Upon the happening of events specified in a limited liability company agreement; (3) Unless otherwise provided in a limited liability company agreement, upon the vote or consent of members who own more than 2/3 of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members; (4) At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up if: a.