LIQUIDAÇÃO E EXTINÇÃO DAS SOCIEDADES CONTRATUAIS - AULA 19

Summary

This video script provides an in-depth explanation of the process of a company’s dissolution, liquidation, and eventual extinction. It covers the key phases, including the need for liquidation when a company dissolves, the procedures for settling debts and distributing remaining assets, and the responsibility of the company’s partners. It also highlights the legal implications, such as the transformation of limited liability to joint responsibility in the case of irregular closure. Additionally, the script touches on important legal guidelines and practical steps necessary for the proper winding-up of a company.

Takeaways

• 😀 The process of company closure involves three main stages: dissolution, liquidation, and extinction.
• 😀 Dissolution can either be total or partial, while liquidation is the phase where assets are realized, debts are paid, and the remaining balance is distributed among the partners.
• 😀 In liquidation, the company is suspended from carrying out any new business, only honoring previous commitments.
• 😀 If a company is liquidated without paying all its debts, the responsibility of the partners becomes joint and unlimited, especially if the liquidation process was irregular.
• 😀 The liquidation process can be voluntary (amicable) or forced (judicial), and a liquidator is appointed to manage the process instead of the company's regular administrators.
• 😀 In societies with limited liability, if partners engage in actions that breach laws, contracts, or statutes, they can become personally liable for debts.
• 😀 During liquidation, the company must display the phrase 'in liquidation' in its official documentation to inform others of its status.
• 😀 The liquidation process involves creating a balance sheet, paying off debts, and distributing any remaining assets to shareholders based on their share of ownership.
• 😀 The final phase of company closure is extinction, which occurs after liquidation is completed, requiring official registration cancellation at the commercial registry or a public registry, depending on the type of company.
• 😀 It is crucial for businesses to follow proper procedures during liquidation and extinction, as failure to do so can result in personal liability for partners or administrators.
• 😀 The closure of a company, especially when it involves complex financial obligations, often takes longer than the initial company formation, requiring careful attention to legal and financial details.

Q & A

What are the two main phases involved in closing a company?

The two main phases of closing a company are the dissolution phase and the liquidation phase. The dissolution marks the end of a company’s operational life, while liquidation is the process of settling the company’s debts and distributing remaining assets.

What happens during the liquidation phase?

During the liquidation phase, the company settles its debts, calculates liabilities and assets, and prepares for the distribution of any remaining funds to the shareholders according to their ownership percentages.

Can a company make new deals during the liquidation phase?

No, the company cannot enter into new agreements during the liquidation phase. It is only responsible for fulfilling pre-existing obligations.

What is the responsibility of a partner if a company is closed irregularly with debts?

If a company is closed irregularly and still has debts, the partners' responsibility becomes unlimited and solidary. This means they are personally liable for the company’s debts.

What are the two types of liquidation processes?

The two types of liquidation are voluntary (amicable) liquidation, which is agreed upon by the shareholders, and forced (judicial) liquidation, which is mandated by a court.

Who is responsible for managing the liquidation process?

During liquidation, the company’s management is replaced by a liquidator, who is responsible for overseeing the process, such as selling assets and paying off liabilities.

What is the significance of the company’s name during liquidation?

The company must include 'in liquidation' in its name during the liquidation process to inform stakeholders that it is no longer operating normally.

What happens if the company cannot pay all its debts during liquidation?

If the company cannot pay all its debts, the liquidation process continues, but the remaining shareholders may become personally liable for the unpaid obligations, depending on the circumstances.

How are debts and assets handled during liquidation?

During liquidation, the company first pays off all creditors, and the remaining assets are then distributed among the shareholders based on their ownership stakes.

What happens when the liquidation process is completed?

Once the liquidation process is completed and all debts have been settled, the company proceeds to the final phase, which is the extinction of the company, involving the formal request for closure with the commercial registry or relevant authority.