Companies Law

1. The company’s managers or members of the board of directors shall, prior to the issuance of a decision to dissolve the company by the partners, general assembly, or shareholders, prepare a statement indicating that they have conducted an examination of the company’s status. Such statement shall confirm that the company’s assets are sufficient to pay its debts at the end of the proposed liquidation period and that the company is not distressed under the Bankruptcy Law. Said statement shall be presented within 30 days of its preparation to the partners, general assembly, or shareholders to decide on the dissolution of the company. 2. If the statement referred to in paragraph (1) of this Article indicates that the company’s assets are not sufficient to pay its debts or that the company is distressed under the Bankruptcy Law, the partners, general assembly, or shareholders may not decide on the dissolution of the company; otherwise, they shall be jointly and severally liable for any remaining debts owed thereby.