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Termination and Dissolution

Examples of Good Practices

  • Law On Public Organisations and Associations Thereof (15 December 1992, as amended) [Latvia]

     

    Section 37. Termination of Activity by Judicial Process

    A court may terminate the activities of a public organisation or association of public organisations if the public organisation or territorial division thereof allow the following violations of the law:
       1) fails no implement an adjudication of the court regarding the suspension of activities or fails to eliminate the violation of the law due to which the activities thereof were suspended within the time period specified by the court;
       2) deliberately allows criminal offences;
       3) encourages citizens of Latvia or members of such organisation or association not to comply with (violate) laws and other regulatory enactments or to commit criminal offences;
       4) uses the names, abbreviations of names or symbols referred to in Paragraph 9 of this Law; or
       5) advocates ideas of racial, national or religious hate, praises, supports criminal offences or expresses a positive attitude towards such offences in public places, press or other printing material intended for distribution  to the public.
    The court, in taking an adjudication regarding the termination of activities of a public organisation or association of public organisations, shall decide on the following matters:
       1) regarding the necessity of a liquidation process, appointment of a liquidator (liquidation commission);
       2) regarding the alienation of the property of the public organisation or association of public organisations in favour of the State, unless otherwise specified by law or the articles of association; and
       3) on what resources and in accordance with which procedures the documents of the public organisation or association of public organisations shall be organised and transferred to the State Archives for storage. 

    Section 38. Implementation of a Court Adjudication

    A true copy of a judgement regarding the termination of activities of a public organisation or association of public organisations shall be sent to a register of public organisations in which a note shall be made regarding the commencement of liquidation.
    If the monies are not sufficient to meet the claims of creditors, the liquidator shall sell the property of the public organisation or association of public organisation in an auction in accordance with the provisions of the Civil Procedure Law regarding the implementation of a court judgement. The deed of an auction of immovable property shall be approved by a court.
    The expenses related to the liquidation shall be first covered by the resources of the public organisation or association of public organisations to be liquidated. The claims of the members of the management body of the public organisation or association of public organisations to be liquidated regarding remuneration for work shall be satisfied only after the satisfaction of the claims of other creditors if resources are sufficient.
    The provisions regarding the activities of an administrator in case of insolvency of undertakings or companies shall be applied to the activities of the liquidator.
    The court shall take a decision regarding the exclusion of the public organisation or association of public organisations from the register after the completion of the liquidation and transfer of the documents to the  archives for State storage.

    Section 39. Consequences of Termination of Activity

    From the day when the adjudication of a court regarding the termination of activities of a public organisation or association of public organisations comes into legal effect the closed public organisation or association of public organisations and the territorial divisions thereof shall forfeit all the rights specified in this Law and other laws.
    The matter regarding the utilisation of the immovable property of the public organisation or association of public organisations shall be decided by the Cabinet or an authorised institution thereof.

     

  • Law on Associations (Official Gazette of the Republic of Croatia, No. 88 of October 11, 2001)

     

    Article 28 - Decision on dissolution and removal from the registry book

    (1) An association is dissolved:
          1. if the competent body of association decided to dissolve it,
          2. the association ceased to operate,
          3. if the final court decision prohibits its activities,
          4. in case of bankruptcy.
       (2) It shall be considered that the association has ceased to operate if the association has fewer members than number needed for the establishment or if the Assembly did not meet in twice as long as period as provided in the statute.
       (3) The facts from paragraphs 1 and 2 of this Article, upon the proposal of the competent body of the association, members of the association, other interested persons or on its own initiative, determines the county office by decision in ex officio procedure.
       (4) County office shall make decision on dissolution of the association from the reasons enumerated in paragraph 1 subparagraph. 1 and 2 of this Article and shall sent this decision to the competent court, in order to conduct the bankruptcy procedure.
       (5) On the basis of the final decision of the competent court by which the activity of the association is prohibited and the decision of the county office from paragraph 4 of this Article, the competent court shall start bankruptcy procedure ex officio, without prior procedure.

     

    Article 29 - Liquidation of the association

       (1) The decision of the competent body of the association on dissolution of the association shall include:
    - the mode of liquidation,
    - the person empowered to conduct liquidation,
    - fee to be paid to the empowered person,
    - the mode of informing the competent body about the process of liquidation.
       (2) The liquidator shall submit 6 months reports to the competent body of the association and to the county office where the association has seat.
       (3) After the liquidation procedure is completed, the liquidator shall submit the final report to the competent body of the association and to the county office where the association has seat and shall also submit the proposal on distribution of the remaining property in accordance with Article 34, paragraphs 1, 2 and 3 of this Law.
       (4) After the process of distribution of the remaining property is over, the county office where the association has a seat shall enact decision on dissolution of the association and shall abolish it from the registry book of associations.

    Article 30

    Before the release of the final report from Article 29 paragraph 3 of this Law the competent body of the association may decide to cease the procedure of liquidation. In that case county office where the association has seat shall enact the decision on cessation of the liquidation procedure.

    Article 31

       (1) The county office where the association has seat regulates by its decision to initiate the liquidation procedure the following issues:
    - the mode of liquidation,
    - the person empowered to conduct liquidation,
    - fee to be paid to the empowered person,
    - the mode of informing the competent body about the process of liquidation
       (2) Empowered person shall conduct procedure and submit the final report to county office where the association has seat in accordance with Article 29, paragraphs 2 and 3 of this Law.
       (3) After the liquidation procedure is finished the empowered person shall submit the final report to the competent body of the association and to the county office where the association has seat and submits the proposal on distribution of the remaining property in accordance with Article 34, paragraphs 1, 2 and 3 of this Law.
       (4) After the process of distribution of the remaining property is over, the county office where the association has a seat shall enact decision on dissolution of the association and shall abolish it from the registry book of associations.

    Article 32

       (1) The county office where the association has a seat shall without delay enact decision on initiation of liquidation procedure after receipt of the decision on prohibition of the association from Article 37.
       (2) Along with decision from paragraph 1 county office where the association has a seat regulates:
    - the mode of liquidation,
    - the person empowered to conduct liquidation,
    - fee to be paid to the empowered person.

       (3) The empowered person shall submit 6 months reports to the county office where the association has seat.
       (4) After the liquidation procedure is finished the empowered person shall submit the final report to the county office where the association has seat.
       (5) Empowered person shall comply with by the decision of the competent court on distribution of the remaining property.
       (6) After the distribution of the remaining property, the county office shall enact decision on dissolution of the association and abolishment from the registry book of the associations.

    Article 33

       (1) County office shall abolish the association from the registry book on the basis of the final report on liquidation procedure.
       (2) By abolishment from the register book the association ceases to exist.

    Article 34 - Distribution of the association’s property in case of dissolution

       (1) After all its debts and court and administrative fees are settled, the remaining association’s property shall be distributed in accordance with the provisions of its statute.
       (2) If the association received subsidies in accordance with Article 23 paragraphs 1 and 4, the remaining subsidies shall be returned to the original budget.
       (3) If the statute does not contain provisions on the distribution of the remaining property the property is transferred to the county, whose office registered the association.
       (4) If the association was prohibited the court may decide, if the reasons exist which justify it based on particular circumstances of the case, to transfer the property of the association to the particular institution, endowment, foundation or association that has similar goals and activities as prohibited association.

     

  • Law of the Republic of Armenia on Public Organizations (Adopted on December 4, 2001)

    Article 20. Dissolution of Organization.

    1. The dissolution of a public organization leads to the termination of its activities, without devolving its rights and obligations to other persons through legal succession. The organization is considered dissolved and its activities terminated, from the moment of state registration of the termination of activities.
    2. A public organization may dissolve voluntarily upon the decision of its supreme body, including expiration of the terms for which the organization was founded or accomplishment of objectives for which the organization was established.
    3. Only the court may adopt a decision on compulsory dissolution of a public organization, at the request of the state authorized body and only at the presence of grounds stipulated by the law.
    4. The dissolution of an organization shall be carried out according to the order and conditions envisaged by the law for the dissolution of legal entities.
    5. After dissolution of the organization the property, which remains after satisfying the creditors' claims, shall be used for the achievement of the organization's statutory goals and if this is not possible the property shall be transferred to the state budget.
    6. Within the period of 10 days after the implementation of the decision of the organization's supreme body, other organization bodies and the dissolution committee on dissolving the organization, any member of the organization has the right to appeal this decision in the court. In this case the court, by its decision, may suspend the implementation of the disputed decision, until the court examination of the case is finished.
    7. The state registration of dissolution of an organization shall be carried out in the manner prescribed for state registration of dissolution of legal entities.

    Article 21. Grounds For Compulsory Dissolution of an Organization.

    1. The state authorized body may file a lawsuit with a request to dissolve an organization in the following cases:
       1) When the activities of an organization are aimed at the forced overthrow of the RA constitutional order, incitement of ethnic, racial and religious hatred, or propaganda of violence and war
       2) When an organization has committed numerous or gross violations of law, or carried out activities contravening its statutory purposes.
       3) When the founder (founders) or the authorized person of the organization has committed gross violations or breaches of law while founding the organization.
    2. The legal procedures stipulated by the Article hereof shall be applied, if other means of eliminating the violations of law have produced no results or have proved to be exhausted.
    3. An organization may also be dissolved as a result of bankruptcy.

     

  • Law no. 8788, dated May 7, 2001 on Non-profit Organizations [Albania]

     

    Article 44 - Dissolution by Court Decision

    A court may decide the dissolution of a non-profit organization on the request of its members, its decision-making organs, or the competent state organ in cases when:
       a) the activity of the non-profit organization comes into conflict with the Constitution;
       b) the non-profit organization performs illegal activity;
       c) the non-profit organization was not established according to the requirements of law;
       ç) the non-profit organization has gone bankrupt according to the law of bankruptcy.
    Except when the activity of the organization constitutes a serious threat to the public, the court shall inform the organization in writing about the violation of law and give it 30 days to correct its activity.

    Article 45 - Manner of Examining the Request

    The examination of a request to dissolve a non-profit organization is done in the presence of representatives of the non-profit organization, of the supervising organ and, as the case may be, the members who presented the request.
    When, on the request of the interested parties contemplated in the first paragraph of article 44, the court assesses that it is the case, it preliminarily recommends to the non-profit organization to take action to conform its program or activity with the Constitution and this law, in a set time period, suspending the examination of the case.
    When the recommendations are applied properly, the court decides to end the adjudication. Otherwise, it examines the case after the set time period has been completed.

    Article 46 - Liquidation

    When dissolution has been decided by the non-profit organization itself, the liquidation is realized by one or more liquidators, designated according to the charter and always before de-registration by the court.
    When the court decides on the dissolution, it also designates a liquidator, vesting in him the competencies necessary for the conduct of the liquidation procedure.
    In all cases, the liquidators have authority and responsibility over the assets, the property and the representation of the non-profit organization and of [word missing], from the date of their appointment until the conclusion of the liquidation.

    Article 47 - The Activity of the Liquidators

    The liquidators evaluate the financial condition of the non-profit organization and its property at the moment of the taking of the decision for its dissolution, and they identify all the possible creditors and debtors.
    After the payment of the obligations that the organization has to the state and to other creditors and the receipt of obligations from third parties, the liquidator values the property that remains and sees that this property goes to the destination specified by the charter, its competent organ, the court or the law.
    In no case is distribution or disposition in favor of the members or other persons who are subjects of the charter or the establishment act of the organization or their relatives permitted.
    In cases when the non-profit organization has obtained tax exemptions or fiscal relief, donations from the public or state grants, all property that remains after the payments of obligations is distributed to other non-profit organizations that follow the same goals as or goals similar to the liquidated organization. In cases when a non-profit organization dissolves voluntarily, the organizations profiting from the property that remains are specified in the charter or in a decision of the highest decision making organ. When this specification is not done, the organizations that profit are determined by the court.

    Article 48 - De-Registration

    When the dissolution has been decided by the non-profit organization itself, the competent organ according to the charter approves the final report of the liquidator and asks the court to de-register the non-profit organization.
    In cases when the competent organ of the non-profit organization does not approve the final report of the liquidator or the dissolution, and the court has decided in the liquidation in a judicial session in the presence of the representatives of the non-profit organization and the liquidator, it examines the final report of the liquidator and takes a decision on its de-registration.

     

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