At certain times in the course of some business ventures, the most strategic decision made is also the most decisive one. The voluntary closure of a company is a complex process, whether it is brought about by the completion of its purpose, changing market dynamics, or an internal strategic decision. In Gabon, which operates under the OHADA Uniform Act and national laws, liquidation is a systematic legal process. It requires keen attention and not as an end, but as the last responsible act of corporate life.
The first steps: dissolution decision
The liquidation process does not start at the government office, but in the very meeting room of the company. The partners or shareholders who have the authority to form a voluntary dissolution of a company should decide on the voluntary dissolution of the company. In the case of an SARL (limited liability company), this normally needs the approval of partners constituting at least three-quarters of the capital. An Extraordinary General Meeting decision is needed in an SA (public limited company). This initial decision is a key one that is formalised in a proces-verbal a legal meeting minutes document. In this document, the reason behind the dissolution must be clearly spelt out, and above all, assign liquidators. The most fundamental element of the whole process is the liquidator. This individual, a partner, director or an outsourced professional such as a lawyer or accountant, will be relied upon to wrap up all the affairs of the company. Their authorities are spelt out in the decision made in the dissolution, practically passing the responsibility of the directors to them throughout the period of the liquidation.
The company has to include the business registry immediately after the internal decision has been made. This is effected by submitting a Declaration of Modification (Form M2) on the Trade and Personal Property Credit Register (RCCM). The filing consists of the decision of the dissolution and the information of the designated liquidator. At the same time, a legal notice to annul the dissolution and the appointment of the liquidator has to be published in a journal of legal announcements, which is approved in Gabon, including Journal Officiel de la République Gabonaise. This publication is an official warning to the world, more so creditors, that the company has reached its last stage.
The core of the process: The liquidation phase
The substantive work starts with the official appointment of the liquidator. They have a wide scope of responsibility in their mandate. First, they should do a complete accounting of the entire property of the company. This involves the discovery of all assets – office furniture, vehicles, among others and all liabilities, i.e. all debts owed to suppliers, banks and the state. The liquidator comes to represent the company in all aspects. They use the assets of the company to clear all old debts, recover any debts owed to the company, and they have the duty of settling any pending contracts or litigations.
One of the essential and indispensable responsibilities is the payment of fiscal and social obligations. The liquidator will have to acquire a certificate of non-objection from the tax authority, which is the Direction Générale des Impots (DGI). This certificate assures that the corporation owes no taxable amounts or that it has some means to settle the same. On the same note, they will have to receive the same from the National Social Security Fund (CNSS), which will ensure that everything related to the employees is being made. Such certificates are unquestionable prerequisites for the future. It is only when all the creditors have been given what is due them out of the assets of the company that any amount of money left could be allocated to the shareholders according to their rights. In case the assets are not enough to pay off the debts, one of the companies goes through a state of insolvency, which initiates an even more complex judicial process.
The final act: Closure and distribution
After paying all the debts, collecting receivables and securing important clearance certificates, the liquidator is the one who prepares the final accounts. These are records that will explain all the actions taken in the course of the liquidation and how the assets were turned into cash, and the proceeds were utilised to pay off liabilities. It is this last liquidation report that is presented to the partners or shareholders to be approved at a final general meeting. The decision of this meeting is also formalised by a procès-verbal, and the management of the liquidator and the final accounts are also accepted by such a meeting, and the liquidator is formally relieved of their responsibilities.
The last procedure in the administrative process is to make the legal identity of the company permanently inactive. The liquidator comes back to the RCCM and requests the ultimate radiation, or dissolution, of the individual company of the business registry. Such a filing also contains the approvals of the final accounts and the discharge of the liquidator. Upon being processed, the RCCM grants a certificate of definitive removal. The firm no longer exists in law. It is also the role of the liquidator to have the books of accounts and legal registers of the company archived for a period of ten years, which is the usual time stipulated by law.
Closing thought
Gabon Liquidation in Gabon is a conclusive process, yet it should not be a frightening process. It is the officially organised, legal process of bringing to closure an end to a business tale with integrity. The main phases, which are the decisive dissolution, the hard work of the liquidator in winding up the business affairs, and the administrative closure, allow the business owners to find their way through this ending. Liquidator plays the most crucial role in the process and the selection of an able and reliable professional is one of the most critical decisions in the process. Finally, an appropriately conducted liquidation honors the rights of creditors, satisfies the state and employees, and offers partners with a distinct and legal conclusion, enabling them to close the page with their liability issues completely met.
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