Where the net assets are likely to become or have become negative, the administrative body must, unless the articles of association provide otherwise, convene the general meeting of shareholders to be held within two (2) months of the date on which this situation was or should have been established under legal or statutory provisions, with a view to deciding on the dissolution of the company or measures announced in the agenda in order to ensure the company’s continuity.
Unless the administrative organ proposes the dissolution of the company, it shall set out in a special report the measures it proposes to ensure the continuity of the company. This report is announced in the agenda. In the absence of the report, the decision of the general meeting is null and void.
The same procedure shall be followed when the administrative organ finds that it is no longer certain that the company, depending on the developments that can reasonably be expected, will be able to discharge its debts as they fall due for at least the following twelve months.
Where the general meeting has not been convened in accordance with this article, the damage suffered by third parties shall, in the absence of proof to the contrary, be presumed to result from such failure to convene.
Article 5: 153 of the Companies and Associations Code
