Article 26

Laws applicable to liquidation

1. A dissolved company shall be liquidated in compliance with the rules of the laws governing the company as defined in article 3 hereof. The authorities of the State by whose laws the company is governed shall be competent, where required, to appoint the liquidators of the company and to address any other matter relating to the liquidation.

2. Without prejudice to the foregoing, where the company subject to liquidation has assets located outside the State by whose laws the company is governed, it shall be possible to appoint liquidators in the State in which the company’s assets are located in order to pursue any commercial transactions pending at the time when the liquidation procedure is initiated or to enter into any new transactions that may be necessary, and also for the purposes of disposing of the company’s assets and satisfying any creditors in the State in which the company’s assets are located.

3. The appointment of a liquidator as provided for by the previous paragraph shall be carried out in compliance with the provisions of the legislation of the State in which the company’s assets are located. The persons or authorities competent to oversee the liquidation procedure according to the provisions of the laws governing the company shall be able to request the appointment of the said liquidator.

4. The persons responsible for the liquidation of the company in States others than the State by whose laws the company is governed shall report on any action they may undertake to the liquidators appointed in accordance with the provisions of paragraph 1 of the present article, and the latter shall ensure that the company’s assets are appropriately distributed, in compliance with the provisions of its governing laws.