2. LEGAL AND FISCAL ASPECT
1. CAUSES OF DISSOLUTION:
Causes common to all societies:
1. Statutory dissolution when the company contract comes to an end
2. Dissolution due to the achievement of the purpose of the company
3. Voluntary dissolution of all partners
3. Partnerships:
• Judicial dissolution pronounced by a judgment of the court
• Prohibition, death, bankruptcy of a partner putting an end to the
company unless there is a statutory clause providing for the
continuation of the company with the unaffected partners
The limited liability company:
• Dissolution may be pronounced if the number of partners exceeds 50
without transformation into a public limited company.
• Dissolution due to significant losses, the amount of equity becomes less
than the minimum capital, which, capital not having been reconstituted
within one year
4. The public limited company
• The combination of all actions in one hand
• When the number of shareholders is reduced to less than 5, any shareholder
may request judicial dissolution
• If, as a result of the losses recorded at the end of the financial year in the
accounting documents, the net situation becomes less than 1/4 of the share
capital, the managers are bound within 3 months following the approval of
the accounts which showed this loss, to convene an EGM to decide whether
to pronounce the early dissolution of the company.
• If the dissolution is not pronounced, the company is bound no later than the
close of the 2th financial year following that during which the losses were
recorded to reduce its capital by an amount at least equal to that of the
losses which could not be reconstituted up to a value at least equal to 1/4 of
the capital social.
• In all cases, the decision adopted by the EGM is published in a newspaper
legal announcements and in the official bulletin, filed with the court registry
and registered in the commercial register.
5. LIQUIDATION OF THE COMPANY
Liquidation Operations:
This is the realization of the assets of the company by transfer to third parties
and debt settlement. There may be global liquidation by transfer of assets and
liabilities to a third party or detailed liquidation, element by element. The
liquidation precedes the actual dissolution.
Liquidation operations consist of:
- Make an inventory of assets and liabilities to establish the balance sheet
Transfer the assets for the values retained
- Settle the payable liabilities. If the available funds are insufficient to pay the
creditors, the partners who are indefinitely and jointly and severally liable
must advance the funds to cover the insufficiency of the assets
- Present the balance sheet after liquidation and before sharing
6. Sharing Operations:
The balance sheet after liquidation can present two situations:
- The net assets are greater than the capital, in this case, there is a liquidation bonus
- The net assets are less than the capital, in this case, there is a loss of liquidation
- The scriptures will necessarily find:
1. The rights of the partners on the capital and the reserves
2. The participation of partners in losses
3. The actual sharing
After these operations, the accounts are generally settled, except in the case where
certain partners remain debtors or creditors of each other. It is then enough to settle
their accounts by admitting that these debts and receivables lose their social
character to acquire a personal character.
Tonote :In any company, the legal personality of the company survives for the
purposes of liquidation.
The latter is generally carried out by a liquidator appointed for this purpose.
7. REGISTRATION FEES:
• The deed of extension of the company, which contains neither
obligation nor transmission of immovable or movable property is
subject to a fixed duty of 1,000 dirhams.
• The act of dissolution of the partnership without sharing is subject to a
fixed fee of 200 dirham.
• The sharing of the net assets between the beneficiaries is subject to
the 1% duty on the net assets shared (excluding balance), and a
transfer tax of 5% on the balance.
8. Example
Company ABC is made up of 3 partners A, B and C who hold the capital in the following proportions: A 200,000
DH, B 500,000 DH and C 300,000 DH, i.e. 1,000,000 DH in total. Company ABC's balance sheet appears at the
time of the decision to dissolve as follows:
Assets Amount Prov/Amort Net Amount Liabilities Amount
Prelimanary
fees
200 000 50 000 150 0000 Capital 1 000 000
Material 700 000 300 000 400 000 Suppliers 200 000
Deposits/
guarantees
100 000 100 000 Bank 100 000
Inventory 400 000 50 000 350 000
Clients 270 000 20 000 250 000
Cash 50 000 50 000
Total 1 720 000 520 000 1 300 000 1 300 000
9. The partners met and appointed Mr. SAJID as liquidator of the company. During the
month following this decision, the liquidation operations carried out by Mr.
SAJID,which claims 12,500 DH in fees and 2,500 DH in costs relating to this liquidation,
were as follows:
• Realization of assets:
Equipment and tools sold at 450,000 DH
Deposits and guarantees are included at their book value
Stocks of goods sold at 50,000 DH
Trade receivables 200,000 DH
• Disinterestedness of third parties:
Suppliers paid for 200,000 DH
Bank debts paid in full
10. Accounting for the operations of realizing
assets and settling liabilities
SEE EXCEL FILE
