10.7 Liquidation 389ernance of the company in the capacity of members of the board who owe a per-
sonal duty of care to that company.
10.7 Liquidation
Liquidation or winding-up is the ultimate way to distribute a company’s assets to
its creditors and shareholders. It will be applied rarely, as it will result in the disso-
lution of the company.
Liquidation or winding-up is based on the provisions of Member States’ na-
tional company and insolvency laws. In the absence of a general Liquidation Di-
rective,^276 the approximation of Member States’ liquidation or winding-up rules
will in practice be limited to legal entities based on Community law. The SE is
such a legal entity, but the SE Regulation contains few substantive provisions on
liquidation or winding-up.
The SE Regulation refers to the law governing the SE: “As regards winding up,
liquidation, insolvency, cessation of payments and similar procedures, an SE shall
be governed by the legal provisions which would apply to a public limited-liability
company formed in accordance with the law of the Member State in which its reg-
istered office is situated, including provisions relating to decision-making by the
general meeting.”^277
(^276) There is a draft Liquidation Directive from 1987. See Werlauff E, EU Company Law.
Second Edition. DJØF Publishing, Copenhagen (2003) pp 615–630.
(^277) Article 63 of Regulation 2157/2001 (SE Regulation).