The time comes in a business journey when the most responsible thing to do is to conduct a formal and orderly termination of the operations. The voluntary liquidation of a company is an important legal process in Mauritania in response to the completion of the goals, the difficulty in the market, and strategic reorganisation based on the Mauritanian Commercial Code. It is not just a final stop, it is a systematic, ultimate effort of corporate accountability that aims at securing creditors, shareholders and honesty of commerce mechanisms.
The decree to dissolve and appoint a liquidator
It starts with a final internal determination. The decision to dissolve the company should also be made by persons having the power to establish the company. In the case of a typical structure such as a Société à Responsabilité Limitee (SARL), this usually would have to be voted on at a General Meeting of partners, and a certain majority would be required by the statutes of the company. The decision should be carefully taken in the official meeting minutes, the procès-verbal. It should clearly indicate why the dissolution is being done and most importantly, it should designate one or more liquidators (liquidieurs).
The liquidator’s appointment is an important process. The partner will be holding the crucial responsibility of winding up the affairs of the company, which will be a partner, a third-party, or a professional such as an accountant or a lawyer. Their powers, which are supposed to be well defined in the dissolution decision, actually give the liquidator the power to manage the company until the process is completed. After this internal decision, the company is to submit a declaration of dissolution to the Centre de Formalites des Entreprises (CFE), the authority that maintains the Registre de Commerce et du Credit Mobilier (RCCM) at once. A legal notice of the dissolution and the appointment of the liquidator should also be issued in an official journal, like the Journal Officiel de la République Islamique de Mauritanie, to actually advertise to the people and all possible creditors.
The liquidation phase: Winding up affairs
The work of the liquidator is serious after he or she is appointed. They are mainly obliged to represent the interests of the creditors and the partners. The initial one is to perform a full inventory of the company’s property, all its assets and liabilities. The liquidator should then go ahead to clear the debts of the company. This entails gathering overdue debts, selling off assets of the company when needed and settling all the credible creditors in order of priority as required by law. The liquidator at this time acts on behalf of the company in all their legal and administrative dealings such as the termination of outstanding contracts and the handling of any litigation that may be pending.
One component of this stage which cannot be compromised is the acquisition of clearance certificates by key state authorities. The liquidator is required to obtain a certificate of non-objection (certificate de non-opposition) of the Direction Générale des Impots (DGI), which is a statement confirming that all taxation is also paid off or adequately provided. A similar certificate should be received at the Caisse Nationale de Securité Sociale (CNSS), which ensures that all the social security contributions have been paid on behalf of employees. Such certificates are indispensable preconditions of the ultimate allocation of all remaining funds and are subject to a close examination.
Final report, dispersal and final closure
The liquidator sells all debts and obligations then creates the final liquidation accounts. These reports give us a clear account of every transaction made in the liquidation, what was received, what was given and the net assets, where any exist. It is then reported to the partners/shareholders in a final General Meeting to examine and approve this report. The approval of the meeting, which is also registered in a procès-verbal, has the effect of discharging the liquidator from his/her functions and legalising the last allocation of any remaining funds to the partners in proportion to their rights of shareholding.
After getting the consent of the partners, the liquidator will be able to accomplish the administrative closure. They proceed back to the CFE/RCCM to request the ultimate removal (radiation definitive) of the company from the commercial register. The discharge of the liquidator and the partners as well as the approved final accounts are enclosed in the filing. Once they are processed, the RCCM issues a certificate of final removal and the legal existence of the company ends. Liquidator also has to make sure that the books of accounts and statutory registers of the company are kept on a legally required basis.
Conclusion
The process of liquidation of a company in Mauritania is a serious and procedural process that requires hard work, openness and time. Although it is a termination, a well-conducted liquidation is the triumph of good governance. It makes sure the company fulfils its duties to employees, the state and creditors, thus saving the partners the liability in future and saving their image. It would be very prudent to have a local legal or accounting expert with a thorough understanding of the nature of his or her work to serve as or advise the liquidator. They can negotiate the details of Mauritanian procedure and negotiate contacts with the DGI and CNSS and ensure that all the legal conditions are satisfied with accuracy. With an attitude that the business owners owe this process, it is possible to end this chapter on a dignified note as all the obligations are met in a noble way.
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