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Title XXII Chapter V Liquidation of Registered Partnerships Limited Companies
Page: 165
Section: 1255 - 1265
Section 1255.- The liquidators must, as soon as possible, make a balance-sheet and have it examined and certified by the auditors, and must summon a general meeting.
Section 1256.- The business of the general meeting is :
(1) To confirm the director or managing partners as liquidators, or to appoint other liquidators in their stead, and
(2) To adopt the balance-sheet.
The general meeting may direct the liquidators to make an inventory or to do whatever the meeting may deem advisable for the settlement of the affairs of the partnership or company.
Section 1257.- Liquidators not appointed by the Court may be removed and superseded by a unanimous vote of the partners or by a general meeting of the shareholders. Liquidators, whether appointed by the Court or not, may be removed and suspended by the Court on the request of one of the partners or of the shareholders representing one-twentieth part of the paid-up capital of the company.
Section 1258.- Any change amongst the liquidators must be registered, within fourteen days after the date of change, by the liquidators.
Section 1259.- The liquidators have power :
(1) To bring or defend any legal proceeding, civil or criminal, and to make compromise, in the name of the partnership or company ;
(2) To carry on the business of the partnership or company, as far as may be necessary for a beneficial settlement of the affairs ;
(3) To sell the property of the partnership or company ;
(4) To do all other acts as may be necessary for a beneficial settlement of the liquidation.
Section 1260.- No limitation of the power of the liquidators is valid as against third persons.
Section 1261.- Unless otherwise fixed by the general meeting or by the Court at the time of the appointment of the liquidators, no act of the liquidators is valid unless done by them jointly.
Section 1262.- A resolution of a general meeting or a decision of the Court authorising a liquidator or liquidators to act separately must be registered within fourteen days from its date.
Section 1263.- All costs, charges and expenses properly incurred in the liquidation must be paid by the liquidators in preference to other debts.
Section 1264.- If a creditor does not apply for payment, the liquidators must deposit the amount due to him as described by the provisions of this Code concerning Deposit in lieu of performance.
Section 1265.- The liquidators may require the partners or shareholders to pay such part of their contributions or shares as may still be unpaid and such part must be paid at once, even if it was previously agreed by the contract of partnership or the regulations of the company that it would be called for at a later period.