No Legal Actions Against Liquidator Of Company Without Assets

 
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In its decision of 3 March 2011, the Liège Court of Appeal declared an action against the liquidator of a limited liability company C. (hereinafter the "Company") (i) inadmissible with respect to the action against the liquidator in his official function; and (ii) without merit with respect to the action against the liquidator in his personal capacity.

In 1993, E.H. & CIE, a private limited liability company, had launched an action for damages before the Commercial Court of Arlon against the Company. The Company was found guilty in December 2006 and, after the judicial expert's report on the amount of damages, the Commercial Court of Arlon ordered the Company in September 2008 to pay the damages as estimated by the expert.

In the meantime, however, the Company had been liquidated in 2005. As a result, it no longer possessed legal personality following the closure of the liquidation. In November 2008, the Company's liquidator was therefore forced to intervene in the procedure and in its judgment of 17 December 2009 the Commercial Court of Arlon found against the liquidator and the Company and ordered them jointly to pay damages.

On appeal, the Liège Court of Appeal looked at the claim against the liquidator both in his capacity as liquidator and in his personal capacity.

With respect to the action brought against the liquidator in his official function, the Court of Appeal stated that a liquidated company continues to exist during five years after its liquidation in the person of its liquidator in order to respond to any actions that creditors may have against it. Therefore, an action against the liquidator in his official function is...

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