The commercial company is created by two (2) or several persons that agree, through an agreement, to contribute to an activity cash, in-kind or service assets for the purpose of sharing profits or enjoying revenues that may derive therefrom. Members commit to bear company losses under the conditions provided for by this uniform Act.

The commercial company is created in the common interest of members.

The commercial company may also be created, in instances laid down in this uniform Act, by a single person, referred to as “sole member”, through a written instrument.

The commercial nature of a company is determined by its type or its purpose.

General partnerships, limited liability partnerships, private limited companies, public limited companies and simplified public limited companies are commercial companies by virtue of their type, irrespective of their purpose.

A natural person or legal entity may not become member in a commercial company if he has been subject to a ban, legal incapacity or incompatibility within legal and regulatory guidelines.

Minors and legal incapacitated adults may not be members of a company in which they would be liable for the company debts beyond their contributions.

Spouses may not be members of a company in which they would be indefinitely or jointly and severally liable for the company debts.

Unless otherwise provided for in national laws, the articles of association shall be established by a notarized deed or by any act certified authentic and true with acknowledgment of entry and

signatures by all parties in the minutes of a notary in the State where the company headquarters is located. They may be amended only by following the same procedure.

Where the articles of association are drawn up as a private signed deed, it shall be established as many original copies as necessary for the deposit of a copy at the headquarters and fulfillment of various formalities required by the legislation in force.

Furthermore, an original copy shall be provided:

1 for general partnerships, limited liability partnerships and private limited companies, to each member;

2 for other type of companies, to members that made request at the signing of the articles of association or, where applicable, during the general organization meeting.

The company shall keep a copy of the articles of association at the disposal of members.

The articles of association constitute either the company agreement in case of plurality of members, or the expression of the will of a single person in the case of sole membership.

The articles of association shall state forth:

Every company shall be designated by a name which is stated in its articles of association.

Unless otherwise provided for in this uniform Act, the name of one or more members or former members may be included in the company name.

A company may not take the name of another company already registered in the registry of commerce and securities.

The name shall appear on all company acts and documents addressed to third parties, including correspondence, invoices, notices and various publications. It shall be preceded or followed immediately, in legible characters, by an indication of the type of the company, the amount of stated capital, the headquarters address and the registration number in the registry of commerce and securities.

The name may be amended, for each type of company, under the conditions set forth in this uniform Act for the amendment of the articles of association.

Every company shall have a purpose that consists of its area of activities, which must be defined and described in its articles of association.

Every company shall have a lawful purpose.

When the company is engaged in a regulated activity, it shall comply with specific regulations governing such activity.

The purpose may be changed, for each type of company, under the conditions set forth in this uniform Act for the amendment of the articles of association.

Every company shall have a headquarters which shall be stated in its articles of association.

The headquarters shall be located, at the members’ option, either at the company’s principal place business, or at its administrative and financial management center.

The headquarters may not consist solely of a postal address. It shall be localized by a physical address or a specific and acceptable geographical indication.

Third parties may use the headquarters’ address that appears in the articles of association, but such address shall not be enforced against them by the company if the actual headquarters is located elsewhere.

The headquarters may be changed, for each type of company, under the conditions set forth in this uniform Act for the amendment of the articles of association. However, it may be transferred to another location in the same city by a simple decision of the company management body or the Board.

Every company has a duration which must be stated in its articles of association.

The company’s existence shall not exceed ninety-nine (99) years.

The starting date of the company’s existence is the date of its registration with the registry of commerce and securities, unless otherwise provided for in this uniform Act.

The expiration of the term shall automatically lead to the company dissolution, unless its extension has been decided under the conditions stipulated in articles 32 et seq. hereinafter.

The duration of the company’s existence may be changed for each type of company, under the conditions set forth in this uniform Act for the amendment of the articles of association.

The duration of the company’s existence may be extended one or several times.

The extension of the duration of the company’s existence shall be decided, for each type of company, under the conditions set forth in this uniform Act for the amendment of the articles of association.

The extension of the duration of the company’s existence shall not lead to the formation of a new legal person.

At least one (1) year prior to the expiration date of the company’s existence, members shall be consulted for the purpose of deciding whether or not to extend the duration of the company’s existence.

Failing this, any member may petition the competent court within the jurisdiction in which the headquarters is located to designate, through an expeditious ruling, an ad hoc agent in charge of initiating the consultation provided for in the foregoing article.

Each member shall make a contribution to the company.

Each member shall be liable to the company for every contribution he has pledged to bring in either in cash, in kind or through services.

In return for their contributions, members shall receive instruments issued by the company, as defined in article 51 hereinafter.

The provisions of this chapter shall apply to contributions made during the life of the company in connection with an increase of the capital.

Each member may contribute to the company:

Cash contributions are paid by transfer to the company of ownership of the amount of money that the members has pledged to contribute.

Unless otherwise provided for in this uniform Act, cash contributions shall be paid in full during the company formation.

The only cash contributions considered as fully paid up are sums over which the company has acquired ownership and which are fully and definitively collected.

In the event of delay in payment, outstanding sums due to the company shall automatically bear interest at the legal rate from the day the payment was to be made without prejudice to any damages, where applicable.

Unless forbidden by the articles of association, cash contributions made in connection with an increase of the capital of the company may be paid through offset against a claim against the company that is certain, of a fixed amount and due.

Contributions in kind shall be paid by transferring real or individual rights on assets contributed and by making effectively available to the company assets to which those rights are attached.

Contribution in kind shall be fully paid at the company formation.

Where the contribution is in the form of property, the contributor shall be a guarantor to the company as a vendor to the buyer.

Where the contribution consists of the enjoyment of property, the contributor shall be a guarantor for the company as a lessor for the lessee. However, when the contribution consists of fungible goods or all other assets meant to be renewed during the company’s existence, the contract shall transfer ownership of the assets contributed to the company on condition that it gives an equal quantity, quality and value in return. In this case, the contributor shall be a guarantor for the company under the conditions laid down in the preceding article.

The contribution of an asset or a right subject to publicity for its enforceability against third parties may be published before the registration of the company. Such formality only has a retroactive effect to the date it was accomplished only from the date of the company registration.

Members shall assess contributions in kind.

In cases provided for by this uniform Act, such assessment shall be monitored by a contributions auditor.

The articles of association shall contain provisions for assessment of contribution in kind under the conditions laid down in this uniform Act.

Contributions of services shall be paid through the effective provision of technical or professional knowledge or services to the company.

Contributions of services are prohibited in public limited companies.

The contributor of services shall render the services she pledged to contribute and shall disclose all profits made through the activity that is the subject of her contribution.

The articles of association shall describe the services contributed and determine the terms of its payment, including the length of services to be provided by the contributor, the number of securities allocated in compensation of such services, and rights attached to these securities in connection with distribution of profits and net assets. Furthermore, the articles of association shall prescribe the procedures for liquidating those securities, should the contributor of services ceases to carry out the activity subject of her contribution.

Contributions of service shall not be counted in the constitution of the stated capital, but they shall entail allocation of company securities giving voting right, share of profits and net assets, provided that the contributor share liability for losses.

However, voting rights attached to securities allocated for contributions of services shall not exceed twenty-five per cent (25%) of aggregate voting rights.

The total share attached to such securities may not exceed twenty-five percent (25%) of the company profits, net assets and losses.

Securities allocated for contributions of services shall be neither transferable nor assignable. They have no nominal value.

The company shall issue securities in return for contributions made by members. They represent the rights of the members and shall be referred to as shares in public limited companies and equity interests in other companies.

Securities are movable property.

Securities shall confer to their holders:

Unless otherwise provided for by the articles of association or otherwise provided for by this uniform Act, rights and obligations of each member, referred to in article 53 above shall be proportional to the amount of his contributions, whether they are made at the formation of the company or during the life of the company.

However, provisions attributing to a member the totality of profits made by the company, or exempting him from all liabilities for losses, as well as those excluding a member from sharing in the profits or charging all losses to a member, are deemed unwritten.

The rights referred to in article 53 above shall be exercised under the conditions laid down for each type of company. These rights may only be suspended or repealed by express provisions of this uniform Act.

Securities of the same category issued by a company shall have the same nominal value.

Equity interests are transferable. Shares are transferable or negotiable.

Public limited companies issue negotiable securities.

The issuance of such securities is prohibited for companies other than those referred to in the first paragraph of this article. They are also prohibited to guarantee an issuance of negotiable securities. All contracts entered into, securities issued or guarantees granted in violation of the provisions of this paragraph shall be null.

In all cases where this uniform Act provides for the transfer of a member’ securities, or their repurchase by the company, the value of such securities shall be determined, failing mutual agreement between parties, either by a designated expert, or by the parties, or failing agreement between them, by a decision of the competent court ruling expeditiously.

In the case of companies whose sole proprietorship is not authorized by this uniform Act, the ownership of all securities by a single member shall not entail the automatic dissolution of the

company. Any interested party may petition the competent court for such dissolution if the situation is not regularized within a period of one (1) year. The competent court may grant the

company a maximum period of six (6) months to regularize the situation. It may not order the dissolution where on the day of ruling on the merits of the case, the situation gets regularized.

Every company shall have a stated capital that is stated in its articles of association in accordance with the provisions of this uniform Act.

The stated capital represents the amount of capital contributions made by members to the company, and increased, where applicable, by incorporation of reserves, profits, or share, issue and merger premiums.

As compensation for contributions, the company shall issue securities, for a value equal to the value of the contributions.

As compensation for incorporation of reserves, profits, or share, issue or merger premiums, the company shall issue securities or increase the nominal amount of existing securities. These two options may be combined.

The stated capital shall be divided into equity interests or shares according to the type of the company.

Amount of stated capital

The amount of stated capital shall be freely set by the members.

However, this uniform Act may set a minimum stated capital according to the type or purpose of the company.

Where the capital of the company being formed is less than the minimum amount fixed by this uniform Act, the company may not be duly formed.

Where, after the formation of the company, its capital is reduced to an amount less than the minimum fixed by this uniform Act, for the specific type of company, the company shall be dissolved, unless the capital is increased to an amount at least equal to the minimum amount set, under the conditions set forth in this uniform Act.

The stated capital shall be fixed. However, it may be increased or reduced, for each type of company, under the conditions set forth in this uniform Act for the amendment of the articles of association.

Notwithstanding the provisions of the first paragraph, the capital may be variable pursuant to conditions set forth in articles 269-1 et seq. hereinafter.

The stated capital may be increased in connection with new contributions to the company or by the incorporation of reserves, profits, or share, issue or merger premiums.

The stated capital may be reduced, under the conditions set forth in this Uniform Act, by refunding the members a portion of their contributions or by deduction of the company losses.

When this uniform Act authorizes capital reduction by refunding members a portion of their contributions, such reduction may be achieved either by cash refund, or allotment of assets.

Reduction of capital shall be subject to the conditions set forth in articles 65 and 66 above.

The articles of association may be amended under the conditions set forth in this uniform Act for each type of company.

Under no circumstance, a member’s commitments may be increased without his consent.

The founders and first members of the management body, the board and officers shall file with the registry of commerce and securities a declaration in which they state all acts carried out in order to duly form the company and by which they attest that such formation was carried out in conformity with this uniform Act.

Such declaration is called “declaration of regularity and conformity”. It is mandatory, under penalty of rejection of the application for the registration of the company in the registry of commerce and securities.

The declaration shall be signed by its authors. However, it may be signed by one of the said individuals or several of them provided they were mandated to do so.

The provisions of article 73 above are applicable in the event the amended of the articles of association. In this case, the declaration of regularity and conformity shall be filed by members of the management body, the board and officers.

The provisions of the foregoing article shall not apply when a notarized statement of subscription and payment has been drawn and filed in the conditions set forth in this Uniform Act as well as by the Uniform Act on General Commercial Law.

Companies formed in violation of articles 7, 8, 9, 20, 37 paragraphs 1 and 40 above shall be null.

If the articles of association do not contain all the information required by this uniform Act or where a formality prescribed therein for the formation of the company has been omitted or improperly accomplished, any interested party may petition the competent court within the jurisdiction in which the headquarters is located, to request an order, subject to a fine, the regularization of the formation of the company. The public prosecutor may also initiate an action for the same purpose.

The provisions of articles 73 and 74 above are applicable in the event of amendment of the articles of association.

The action for regularization shall be barred after three (3) years from the date of the registration of the company or from the date on which the instrument amending the articles of association is published.

The founders and first members of the management body, officers and the board shall be jointly and severally liable for damages caused either by failing to include a compulsory information in the articles of association, or by omitting or by improperly accomplishing a prescribed formality for the formation of the company.

In the event of amendment of the articles of association, incumbent members of the management body, officers and the board shall incur the same liabilities as set forth in the foregoing article.

The suit for liability provided for in articles 78 and 79 above shall be barred after three (3) years, as the case may be, effective on the date the company registration, or of the publication of the instrument amending the articles of association.

Are deemed to trade securities publicly:

When a financial market covers several States parties, these states shall be deemed as constituting a single State party for the purpose of this title.

The following shall not constitute a public offering within the meaning of article 83 hereinafter, the offer on securities:

Within the meaning of this uniform Act, a qualified investor is a person or a legal entity with appropriate skills and resources to understand the risks inherent in transactions involving financial instruments, such as credit institutions and other intermediaries or financial institutions authorized or regulated in the States parties, investment funds and their management companies, insurance and reinsurance companies, group insurance companies, health insurance companies and coalition of health insurance companies as well as pensions and contingency funds.

Any resale of securities having already been the subject of more than one type of offerings referred to in article 81-1 above shall be deemed a separate offering and may constitute an offer to the public if it is undertaken in connection with operations referred to in article 83 hereafter.

Investment of securities by financial intermediaries shall be subject to the publication of a disclosure document stipulated in chapter 2 of this Title, if none of the conditions listed in paragraphs a) and b) of article 81-1 above is met for final investment.

No other disclosure document shall be required during a subsequent securities resale or during final investment of securities by financial intermediaries as long as a valid disclosure document is available and the issuer or the person responsible for drafting the said disclosure document gives a written consent for its use.

It is prohibited to companies not authorized by this uniform Act to make public offerings.

It is also prohibited to any person to transfer, through a public offering, securities of a company not authorized by this uniform Act to make public offering.

Any transaction carried out in infringement of the provisions of this section shall be null.

The public offering of securities referred to in article 81 above is made up by one of the following transactions:

A company whose headquarters is located in a State party may invest its securities in one or several other States parties by soliciting their public.

In such a case, it shall be subject to the provisions of articles 81 through 96-1 of this uniform Act in the State party of the headquarters and in this other States parties.

Where the public offering of securities is not made by the issuer, the company making the offer shall be subject to the provisions of articles 81 through 96-1 of this uniform Act in the State party of the issuer and in the other States parties where the public is solicited.

Where a company whose headquarters is located in a State party makes a public offering in another State party, one or several credit institutions in that other State party shall guarantee the successful completion of the operation if the total amount of the offer exceeds fifty million (50,000,000) CFA Francs.

Such company shall, in all cases, resort in that other State party to one or several financial intermediaries to guarantee the financial service of the operation.

The company shall designate, if the total amount of the transaction exceeds fifty million (50,000,000) CFA Francs, one or several auditors, from the list of auditors of that other State party, to verify the financial statements. The auditor (s) shall sign the disclosure document referred to in article 86 hereafter, as amended or supplemented, if applicable, in accordance with the provisions of article 90 hereafter.

Any company which makes a public offering shall, beforehand, publish in the State party of the headquarters of the issuer and, if applicable, in other States parties where the public is solicited, a document for the public information. The said document shall contain all the information that, taking into account the special nature of the issuer and the securities offered to the public or admitted to trading at a stock exchange of a State party, is necessary to enable investors to make an informed appraisal of assets, the financial situation, profits and losses, and prospects of the issuer and potential guarantors, as well as the rights attached to those securities. Such information shall be defined by the competent authority of each State party and presented in a simple and understandable form.

The disclosure document shall include a summary that provides key information in simple and concise language and in the language in which the information document was prepared.

The summary shall be drawn in a standard form for the same stock exchange and presented in a simple and understandable form. It shall also contain relevant information on the securities concerned.

Furthermore, the summary shall contain a warning to the reader stating that:

In the event a company makes a public offering in a State party other than the one where its headquarters is located, the disclosure document submitted to the authorities referred to in article 90 hereafter shall contain information specific to the stock exchange of that State party.

Such information shall relate, among other things, to income tax regime, institutions that provide the financial service of the issuer in that State party, as well as the procedures for publishing notices to investors.

The disclosure document shall contain a full presentation of guarantors referred to in article 85 above, that provide the same information as the company whose securities are being offered, with the exception of those relating to securities being offered to the public.

The competent authority of the State party of the headquarters of the issuer may exempt the issuer to include in the disclosure document certain information provided for in this uniform Act where it believes that:

The disclosure document may refer to any other disclosure document approved by the authorities referred to in article 90 hereafter less than one (1) year from the date when the said approved document was drawn for securities of the same category and contains the latest approved annual financial statements of the issuer and all the information required under articles 87 and 88 above.

The approved disclosure document shall then be completed by an operation memorandum which shall include:

The draft disclosure document shall be submitted to the approval of the stock exchange inspection authority of the State party of the issuer’s headquarters and, where applicable, of other States parties whose public is being solicited. Where there is no such authority, it shall be submitted to the approval of the minister in charge of finance of these States parties.

The said authorities shall ensure that the operation does not contain irregularities and is not accompanied by any acts contrary to the interests of the investors of the State Party of the issuer’s headquarters and, where appropriate, of other States Parties whose public is is being solicited.

While reviewing the application for approval, the said authorities shall identify statements to be amended or additional items to be included. They may also request any explanations or justifications, notably on the position, activity and performance of the company. They may request that auditors carry out additional enquiries, at the expense of the company, or a review by an independent expert, designated with their approval, where they consider that the auditors were not thorough.

They may request that a warning drafted by them be added on the disclosure document. They may also require any appropriate guarantees in accordance with article 85 above.

Authorities referred to in this article shall grant the approval referred to in the first paragraph within a month following the date of issuance of the acknowledgement of receipt of the draft disclosure document. This time limit may be extended to two (2) months where the authorities request further enquiries.

The acknowledgement of receipt of the draft disclosure document shall be issued the same day the disclosure document is received.

Where the stock exchange control authority or, where appropriate, the minister in charge of finance decides not to grant the approval, it shall notify its decision to the company along with the reasons therefor within the same time limit.

Approval shall not be granted where demands made by the stock exchange control authority, or failing this, by the minister in charge of finance of the State party of the issuer’s headquarters and, where appropriate, of other States parties whose public is solicited, are not met, or where the operation is tampered with acts contrary to the interests of the investors of the State party of the issuer’s registered office or, where applicable, of other States parties whose public is solicited.

When one or several new significant events or any substantial error or inaccuracy likely to have an impact on the appraisal of securities being offered to the public occurred between the date of the approval and the close of the offer or, where applicable, the beginning of trading on a stock exchange of a State party, the issuer or the offeror shall draw up a supplement updated, which, before distribution, shall be submitted for approval to the stock exchange control authority or, failing this, to the minister in charge of finance of the State party of the issuer’s headquarters and, where appropriate, of other States parties whose public is solicited.

The supplement to the disclosure document shall be approved, within a period of seven (7) business days, in the same way, and published in the same manner as the original disclosure document. The summary, and any possible translation thereof, shall also entail a supplement, if necessary, in order to encompass the new information contained in the supplement to the disclosure document.

Investors who have already agreed to purchase or subscribe for securities before the supplement is published shall be entitled to withdraw their acceptance within three (3) business days after the publication of the supplement.

The disclosure document, as approved by competent authorities, shall be effectively circulated on hard copy or electronically in the following forms in the State party of the issuer’s headquarters and, where appropriate, in other States parties whose public is solicited:

Issuers or offerors that publish their disclosure document in accordance with point 1°) or point 2°) shall also publish it in electronic form in accordance with point 3°).

The disclosure document shall be published as early as possible and, in any case, no later than at the beginning of the public offering or the admission to trading of the securities concerned. In the case of an initial public offering of a category of shares not yet admitted to trading on a stock exchange of a State party and which must be admitted for the first time, the disclosure document shall be available at least for six (6) working days prior to the close of the offering.

Furthermore, a State party of the issuer’s headquarters may require the publication of a notice stating the manner in which the disclosure document has been made available to the public and where it can be obtained.

Any publicity or other types of promotional material relating to the offer of securities to the

public or to the admission to trading on a stock exchange of a State party shall comply with the principles set out below. These principles shall only apply in cases where the issuer or the offeror requesting admission is required to draft a disclosure document.

Publicity or promotional materials relating to the operation shall mention the existence of the approved disclosure document and indicate ways to get it. They shall be clearly recognizable as such and the information they contain may not be inaccurate or confusing. These publicities or promotional materials shall also be consistent with the information contained in the disclosure document, if it has already been published or with the information to be included, if it is to be published at a later date.

Any information provided orally or in writing pertaining to a public offering or the admission to trading on a stock exchange of a State party, even if it is not for publicity purposes, shall be consistent with the information provided in the disclosure document.

When no disclosure document is required pursuant to this uniform Act, the important information provided by an issuer or an offeror, and addressed to qualified investors or special categories of investors, including documents distributed for meetings relating to offers of securities, shall be communicated to all qualified investors or special categories of investors for whom the offer is exclusively intended.

The obligation to publish a disclosure document shall not apply to the admission to trading on a stock exchange of a State party of the following categories of securities:

The obligation to publish a disclosure document shall not apply to admission to trading on a stock exchange of a State party for the following categories of securities:

The issuer, or the offeror and their board or officers and, where appropriate, the guarantor, shall be liable for the information provided in a disclosure document. The disclosure document shall clearly identify the persons liable by name and title, or, in case of legal entities, their name and headquarters, and shall provide a statement from them certifying that, to the best of their knowledge, data contained in the disclosure document conform to reality and do not contain any omissions likely to affect its scope.

The persons who submitted the summary shall not be held liable for the summary, including its translation, if any, unless its content is misleading, inaccurate or inconsistent with other parts of the disclosure document, or if it does not provide, when read in combination with other parts of the disclosure document, the essential information to enlighten investors when they are considering investing in these securities. The summary shall include a clear warning to this effect in accordance with the last paragraph of article 86-1 above.

A disclosure document remains valid for a maximum period of twelve (12) months after its approval for public offerings listing on a stock exchange of a State party, provided that it is supplemented by items required pursuant to article 92 above.

With the exception of consortiums, all companies shall be registered with the registry of commerce and securities.

All companies obtain legal personality from the date of registration with the registry of commerce and securities unless otherwise provided for in this uniform Act.

The proper transformation of a company into a company of another form shall not lead to the creation of a new legal person. The same shall apply to an extension of the duration of its existence or any amendments to the articles of association.

The company is under formation when it has not yet been constituted.

A company is constituted from the date of signature of its articles of association or, where applicable, from their adoption by the general organization meeting.

Prior to its registration, the existence of the company shall not be enforceable against third parties. However, third parties may avail themselves of its existence.

All persons that actively participate in operations leading to the formation of the company are referred to as founders of the company.

Their role begins with the first operations or the execution of first acts undertaken with a view to form the company. It ends as soon as the articles of association are signed by all members or the sole member or, where appropriate, have been adopted by the general organization meeting.

The founders of a company shall have a registered office on the territory of one of the States parties.

The registered office shall not consist solely of a post office box. It shall comprise a street address or specific and adequate geographical indications.

From the date of signature of the articles of association or, where applicable, of the general organization meeting, the company management shall replace the founders. They shall act on behalf of the company formed, but not yet registered with the registry of commerce and securities.

Their powers and obligations are set in accordance with the provisions of this uniform Act and, where appropriate, of the articles of association.

Between the date of the formation of the company and its registration with the registry of commerce and securities, relations between members shall be governed by the articles of association and the general rules of the law governing agreements and obligations.

Acts and undertakings by the founders on behalf of the company under formation, before it is formed, shall be communicated to members before the signing of the articles of association if the company does not make a public offering, or otherwise, during the general organization meeting.

Such acts and undertakings shall be described in a document entitled “statement of acts and undertakings on behalf of the company under formation” with indications of, for each of them, the nature and scope of the company underlying obligations should it decides to take them over.

In case of companies formed without an organization meeting, the statement of acts and undertakings referred to in the preceding article shall be annexed to the articles of association. The signature, by the members, of the articles of association and of such statement, is a ratification, by the company, of the acts and undertakings listed in the statement upon its registration with the registry of commerce and securities.

Acts and undertakings on behalf of the company under formation may also be taken over by the company, after its incorporation, provided that they are approved by the ordinary general meeting under the conditions set forth in this uniform Act for each form of company, unless otherwise provided for in the articles of association. The meeting shall be fully informed of the nature and scope of each of the acts and undertakings being proposed to be taken over by the company. Individuals who have undertaken such acts and commitments shall not vote and their votes shall not be taken into account in calculating quorum and majority.

In case of companies formed by an organization meeting, acts and undertakings on behalf of the company under formation shall be subject to a special resolution passed during the organization meeting pursuant to conditions provided for in this Uniform Act.

Acts and undertakings taken over by a duly formed and incorporated company shall be deemed having been carried out from the onset.

Acts and undertakings which have not been taken over by the company, under the conditions provided for in this Uniform Act, shall not be binding to the company, and the people who have made them shall be held jointly and severally liable for their underlying obligations.

Undertakings on behalf of a company formed before its registration

Members may, in the articles of association, or in a separate document or, where applicable, during the general organization meeting, grant powers to one or more company managers, depending on the case, to make commitments on behalf of a formed company, but not yet registered with the registry of commerce and securities. Provided that such commitments are defined and their scope specified power of attorney, the registration with the company in the registry of commerce and securities is a ratification by the company of such undertakings.

Acts exceeding the powers conferred to them in such power of attorney, or unrelated to them may be ratified by the company provided they have been approved by the ordinary general meeting under the conditions set forth in this uniform Act for each form of company, unless otherwise provided for in the articles of association. The partners who have carried out such acts and undertakings shall not vote and their votes shall not be taken into account in the calculation of quorum and majority.

The provisions of article 110 above shall be applicable.

As an exception to the foregoing provisions, members may decide not to register the company.

The company shall then be referred to as a “consortium”. It shall not have a legal personality.

The consortium is governed by the provisions of articles 854 et seq. hereinafter of this uniform Act.

Where, contrary to the provisions of this uniform Act, the articles of association or, where applicable, the unilateral act of intent is not established in writing and, as a result, the company cannot be registered, such company shall not have a legal personality.

It shall be governed by the provisions of Articles 854 et seq. hereinafter.

A branch is a commercial, industrial or service provider structure owned by a company or a natural person, and has a certain degree of autonomy in its management.

The branch does not have an autonomous legal entity distinct from that of the company or the natural person that owns it.

The rights and obligations arising from to its activity or its existence shall be part of the assets of the company or the natural person that owns it.

The branch may be the structure of a foreign company or a foreign national. It shall be governed by the law of the State party in which it is located.

The branch shall be registered with the registry of commerce and securities in accordance with provisions governing such a registry.

When the branch is owned by a foreign person, it shall be attached to a preexisting company or to a company to be created, organized under the laws of one of the States parties no later than two (2) years after its creation, unless it is exempted from this obligation by an order of the minister in charge of trade of the State party in which the branch is located.

Subject to provisions applicable to companies under a special regime, the exemption shall be granted for a period of two (2) years, non-renewable.

In the event of infringement of the provisions referred to in the first paragraph of this article, the clerk or the competent entity of the State party shall remove the branch from the registry of commerce and securities, following the decision by the competent court, ruling further to a motion, at the request of the clerk or to the request of any interested party.

The removal decision shall be published by the clerk or the competent entity of the State party in a newspaper authorized to publish legal notices of the State party.

The representation or liaison office is a structure owned by a company and is in charge of liaising between the company and the market of the State party in which it is located. It does not have autonomy of management and shall only engage in a preparatory or auxiliary activity to that of the company that created it.

The representation or the liaison office does not have a legal personality distinct from that of the company that created it.

Rights and obligations arising from its activity or its existence are part of the assets of the company that created it.

The representation office may be the structure of a foreign company. It shall be governed by the law of the State party in which it is located.

The representation or liaison office shall be registered with the registry of commerce and securities in accordance with provisions governing the said registry.

If the activity of the representation office warrants its transformation into a branch, a request for correction shall be addressed to the registry of commerce and securities within a period of thirty (30) days following such situational change.

The branch newly set up shall, where appropriate, be governed by the provisions of article 120 above.

In the event of non-compliance with the provisions referred to in the first paragraph of this article the clerk or the competent entity of the State party shall remove the branch from the registry of commerce and securities, following the decision by the competent court, ruling further to a motion, at the request of the clerk or at the request of any interested party.

The removal decision shall be published by the clerk or the competent entity of the State in a newspaper authorized to publish legal notices of the State party.

Vis-à-vis third parties, the management body, officers and board shall have, within the time limits set forth in this uniform Act for each type of company, full powers to bind the company without having to produce of a special power of attorney. Any limitation of their legal powers by the articles of association shall be unenforceable against bona fide third parties.

The company shall be bound by acts of its management body, officers and board are not within the company purpose, unless it can prove that the third party was aware that the act was unrelated to such purpose or could not ignore it given the circumstances, and the mere publication of the articles of association is not enough to prove it.

With respect to relations between members and subject to specific legal provisions to each form of company, the articles of association may limit the powers of the management body, officers and board.

Such limitations shall be unenforceable against bona fide third parties.

The appointment or removal of company management shall be published in the registry of commerce and securities.

Unless otherwise provided for in this uniform Act, any member has the right to vote on collective decisions.

Any member may be represented by a proxy under the terms provided for in this uniform Act and, where appropriate, by the articles of association. Unless otherwise provided for in this uniform Act, such power of attorney may only be given to another member.

This uniform Act or the articles of association may limit the number of members and the number of votes that a proxy may represent.

Unless otherwise provided in the articles of association, co-owners of an indivisible share or equity interest shall be represented by a single proxy chosen among the joint owners. Where there is disagreement, the proxy shall, at the request of the earliest petitioning joint owner, be appointed by the competent court within the jurisdiction in which the headquarters is located.

Unless otherwise provided for in the articles of association, where a share or equity interest has usufruct attached, voting rights belong to the underlying title holder, except for decisions concerning profits sharing where the voting rights are reserved to the owner of the life estate.

The voting rights of each member shall be proportional to her participation on the capital of the company, unless otherwise provided in this uniform Act.

Any deliberation conducted or decision taken in violation of the provisions governing the voting rights attached to shares or equity interests shall be null.

Collective decisions constituting an abuse of majority members power shall be null.

There is abuse of majority member power where the majority members passed a decision for their own benefit, contrary to the interests of the minority members, and without this decision being justified by interests of the company.

Minority members may sue members that voted for the abusive decision for damages.

Minority or equal members may be liable for undue use of minority or equal member powers.

There is abuse of minority or equal member powers where minority or equal members, in voting, prevent decisions to be taken though they are required for the interest of the company, and are unable to demonstrate any legitimate ground.

The competent court may appoint an ad hoc agent who shall, at a next meeting, represent the minority or equal members whose behavior is deemed abusive and shall vote, on their behalf, in favor of decisions that represent the company interest including the interest of various members.

There are be two kinds of collective decisions: ordinary decisions and extraordinary decisions.

They shall be taken in accordance with the conditions of form and substance set forth for each type of company.

Subject to the provisions relating to each type of company, collective decisions may be taken in a general meeting or by written consent of members.

Where the articles of association so provide, members voting by mail shall be deemed present for the purpose of calculating quorum and majority.

In this case, members who have informed the company management appointed for this purpose by the articles of association of their absence at least three (3) days before the meeting, shall be authorized to vote by hand-delivered letter against a receipt, by registered mail with request for acknowledgement of receipt or by electronic mail. Votes by mail shall be received by the company at least twenty-four (24) hours before the meeting.

Where the articles of association so provide, members who attend the meeting remotely, by videoconference or other means of telecommunication allowing their identification, shall also be deemed present for the purpose of the calculation of quorum and majority.

To ensure identification and effective participation in the meeting of members attending remotely, such means shall, at least, transmit the voice of the participants, and meet technical characteristics allowing continuous and simultaneous retransmissions of the proceedings.

Members that attend the meeting remotely shall vote orally.

The articles of association shall provide for the terms of use of means of telecommunication within the company.

All members’ deliberations shall be recorded in minutes which shall state the date and venue of the meeting, the last and first names of the members present, the agenda, documents and reports submitted for discussion, a summary of the discussions, the text of the resolutions put to vote and the outcome of the votes.

In case of a vote by mail, it shall be stated in the minutes. In the event of a remote vote, it shall also be stated in the minutes as well as any potential disruptive technical incident that occurred during the meeting.

The minutes shall be signed in accordance with the conditions provided in this uniform Act for each form of company.

In the event of written consent, it shall be stated in the minutes, to which shall be appended the response of each member. They shall be signed in accordance with the conditions provided for in this uniform Act for each type of company.

Unless otherwise provided in this uniform Act, the minutes referred to in the foregoing article shall be drawn in a special register kept at the headquarters and shall be numbered and initialed by the competent judicial authority.

However, minutes may be recorded in serially numbered loose sheets of paper without discontinuity, initialed in the conditions set forth in the preceding paragraph and bearing the seal of the authority who initialed them. Once a sheet has been used, even partially, it shall be attached to the other sheets previously used. Any addition, removal, or inversion of used sheets is prohibited.

Minutes shall be filed at the company headquarters. Copies or extracts of the minutes of the members’ deliberations shall be duly certified true by the company legal representative or, if they are many, by only one of them.

At the close of each fiscal year, the manager or the board of directors or the general director, as the case may be, shall prepare and adopt summary financial statements in accordance with the provisions of the uniform Act on the organization and harmonization of corporate accounting.

The manager, the board of directors or the general director, as the case may be, shall prepare a management report in which she shall describe the company position during the ending fiscal

year, its foreseeable trend, important events that occurred between the closing date of the fiscal year and the date on which the report was established and, in particular, an outlook on the company future performance, changes in net cash position and financing planning.

The following statements shall be appended to the annual summary financial statements:

1) a statement of suretyships, endorsements and guarantees granted by the company;

2) A statement of security interests over moveable assets offered by the company.

Annual summary financial statements and the management report of public limited companies, simplified public limited companies, and, where applicable, private limited companies, shall be sent to auditors at least forty-five (45) days before the date of the ordinary general meeting.

These documents shall be presented to the general meeting of the company approving the summary financial statements, which must be held within six (6) months from the end of the fiscal year.

Any changes in the presentation of the summary financial statements or in the methods of evaluation, depreciation, or provisions compliant with accounting law shall be noted in the management report and, where appropriate, in the auditor’s report.

The general meeting shall decide on the allocation of income in compliance with legal provisions and the provisions of the articles of association.

The meeting shall make the necessary allocations to legal reserves and those of the articles of association.

The distributable profit is the profit realized during the fiscal year, increased by retained earnings brought forward minus its past losses, partial dividends regularly distributed and sums transferred to reserves in accordance with provisions of the law or of the articles of association.

The general meeting may decide to distribute all or part of the company reserves provided that such reserves are not considered unavailable by law or by the articles of association. Any decision taken in violation of this paragraph, or where appropriate, of the conditions set forth in the articles of association, shall be null.

In the event the general meeting elects to apply the option provided for in the preceding paragraph, it shall expressly state the reserve accounts from which funds shall be drawn.

Except in case of capital reduction, no distribution of reserves to members may be carried out where equity capital is or may become, following such distribution, lower than the amount of the capital increased by reserves that the law or the articles of association do not allow to distribute. Any decision taken in violation of this paragraph shall be null.

After approving the summary financial statements and recording the existence of distributable funds, the general meeting shall determine:

The portion of profits attributable to each share or equity interest is called dividend.

Any dividend paid in violation of the rules set forth in this article shall be a fictitious dividend.

The articles of association may allow the payment of a first dividend to be paid to securities insofar as the general meeting establishes the existence of distributable profits and provided that such profits are sufficient to cover the payments. It is calculated as an interest on the paid-up amount of shares.

Dividends payment procedures are set by all members or, failing that, by the board of directors, the general director or the managers, as the case may be.

In any case, the payment of dividends shall take place within a maximum period of nine (9) months following the end of the fiscal year. This deadline may be extended by the competent court.

Any dispute among members or among one or more member(s) and the company falls within the jurisdiction of the competent court of law.

Such dispute may also be submitted to arbitration, either through an arbitration clause, a provision of the articles of association or not, or by compromise or other alternative modes of dispute resolution.

The arbitration shall be regulated by the provisions of the uniform Act on arbitration or any other arbitration system agreed upon by the parties.

In companies other than public limited companies, the auditor may request, by hand-delivered letter against a receipt, or by registered mail with request for acknowledgement of receipt, explanations from the manager who is required to respond, in accordance with the conditions and within the time limits set forth in the following articles, on any fact likely to jeopardize the company operations, which the auditor noticed while reviewing the documents forwarded to him or any fact he uncovered in the performance of his duties.

The manager shall respond by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt within fifteen (15) days from the receipt of the request for explanation. In his reply, he shall give an analysis of the situation and, where appropriate, state measures being contemplated.

Upon receipt of the response or, failing to receive a response within fifteen (15) days, the auditor shall inform the competent court of his efforts.

In the event of non-compliance with the provisions set forth in the foregoing article or where, in spite of the decisions taken, the auditor notices that the company operations remain in jeopardy, he shall draft a special report and send a copy to the competent court.

He may ask the manager, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt, to forward this special report to the members, or to table it to the next general meeting. In case of an emergency, the auditor may decide to call a general meeting to present the findings of his report.

In the event the auditor makes the request, the manager shall circulate the special report to the members within eight (8) days of receipt of the request.

If, at the end of the meeting, the auditor notes that decisions taken do not allow the continuity of the company operations, he shall inform the competent court of his efforts and share the findings thereof with it.

In a public limited company and in a simplified public limited company, the auditor may initiate an alert procedure by requesting an explanation, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt, to the chairman of the board of directors, the chief executive officer or the general director, as the case may be, on any fact likely to jeopardize the company operations which he noticed while reviewing the documents forwarded to him or any fact he uncovered during the performance of his duties.

The chairman of the board of directors, the chief executive officer or the general director or the president, as the case may be, shall reply by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt within fifteen (15) days of receipt of the request for explanation. In his response, he shall give an analysis of the situation and state, where appropriate, measures being contemplated.

Failing to receive a reply or where the latter is not satisfactory, the auditor shall invite the chairman of the board of directors, or the chief executive officer, as the case may be, to call a meeting of the board of directors, the general director or the chairman in order to deliberate on the matter raised.

The invitation referred to in the preceding paragraph shall be sent in the form of a hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt within fifteen (15) days after receiving the reply of the chairman of the board of directors, the chief executive officer and the general director, as the case may be. Otherwise, he shall note that his request remained unanswered within the time limits provided for in the foregoing article.

Within fifteen (15) days after the receipt of the letter of the auditor, the chairman of the board of directors or the chief executive officer, as the case may be, shall call a meeting of the board of directors, to deliberate on the matter, within the month following the receipt of the auditor’s letter. The auditor shall be invited to the meeting of the board of director. If the head of the company is a general director or a chief executive officer, he shall, within the same time limits, invite the auditor to the meeting session during which he shall give his opinion on the matter raised.

An extract of the minutes of the board of directors’ deliberations or the general director or the chief executive officer’s decision, as the case may be, shall be sent to the auditor and the competent court within the month following the meeting.

In the event of non-compliance with the provisions laid down in the preceding article or where, in spite of decisions taken, the auditor notices that the company operations remain in jeopardy,

he shall prepare a special report to be submitted to the next general meeting or, in case of an emergency, to the general meeting of shareholders that the auditor he calls himself to submit his findings, after he has unsuccessfully requested the board of directors, the chief executive officer or the general director, as the case may be, to call it, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt.

Where the auditor calls such meeting, he shall set the agenda and may, for underlying reasons, choose a meeting venue other than the one set forth in the articles of association. He shall, in a report presented at the meeting, explain the reasons for calling such meeting.

If, at the end of the general meeting, the auditor notes that measures to ensure a smooth running of the company operations are inadequate, he shall inform the competent court of his efforts and shall communicate the findings thereof.

If, within a period of six (6) months from the date of the conclusion of the alert procedure, the auditor believes that the company future is still in jeopardy and immediate measures need to be adopted, he may resume his work where he left off when he was convinced that he had solved the inconsistency he uncovered.

The provisions of this section shall apply to simplified public limited companies in accordance with Article 853-3 hereinafter.

In companies other than consortiums, any partner who is not a manager may, twice a year, send questions in writing to the manager on any fact likely to jeopardize the company operations.

The manager shall reply to such questions in writing within fifteen (15) days as stipulated in the preceding paragraph. Within the same time limit, he shall forward copy of the question and his reply to the auditor, where there is one.

In a public limited company, any shareholder may, twice a fiscal year, ask questions to the chairman of the board of directors, the chief executive officer or the general director, as the case may be, on any matter likely to jeopardize the company operations.

The chairman of the board of directors, the chief executive officer or the general director, as the case may be, shall reply to such questions in writing, within fifteen (15) days in accordance with the preceding paragraph. Within the same time limit, he shall forward a copy of the question and his response to the auditor.

The provisions of the preceding article shall apply to simplified public limited companies in accordance with article 853-3 hereinafter.

One or more members holding at least one-tenth of the stated capital may, either individually, or as a group in any form whatsoever, petition the competent court of the headquarters, which shall rule expeditiously, to appoint one or more experts tasked to prepare a report on one or more management operations.

Where such a request is granted, the competent court shall determine the scope of the mission and the powers of the experts. The experts’ fees shall be borne by the company. The report shall be sent to the applicant and to the management body, officers or the board as well as to the auditor.

When the normal operation of the company has become impossible, either because of the management body, officers or the board, or because of the members, the competent court may, ruling expeditiously, decide to appoint an interim director for the purpose of temporarily managing the company business.

The matter shall be brought before the competent court at the petition of either the management body, officers or the board, or of one or more members. Under penalty of inadmissibility of the request, the company shall be issued a citation.

The competent court shall appoint, as provisional director, a natural person who may be a judicial representative registered on a special list, or any other individual with experience or particular qualifications in respect of the nature of the matter, and possessing certain skills and with a good reputation.

The decision to appoint an interim officer shall:

The decision to appoint an interim director shall be published within fifteen (15) days from the date of his appointment in a notice published in a newspaper authorized to publish legal notices

in the State party of the headquarters. In addition to the information referred to in article 257 hereinafter, it shall state the following:

The interim director represents the company as part of his mission and within the limits on his powers. Any act carried out beyond such authority shall be unenforceable against the company.

The interim director shall submit to the competent court, at the least (1) once every three (3) months, a report on all his undertakings as well as on the progress of his mission.

The provisions of the following paragraphs are applicable, where appropriate, to the interim director where all the powers to manage the company are vested upon him.

The interim director, within four (4) months of the end of the fiscal year, shall prepare the annual summary financial statements in light of the inventory of the various elements of the assets and liabilities, he drew, in existence at such date and a written report in which he details the operations of the interim administration carried out during the past fiscal year.

Expect for the waiver granted by the competent court, the interim director shall call the meeting of the members, within six (6) months of the end of the fiscal year, which approves the annual summary financial statements, grants necessary permissions, and where applicable, renew the mandate of the auditor.

During the interim administration, the members may receive company documents under the same conditions as before.

The interim director may be removed and replaced in the same manner provided for his appointment.

Any member may petition in court for the removal of the interim director insofar as the request is based on a legitimate reason.

The interim director shall be liable to both the company and third parties for harmful consequences arising from torts committed during his tenure.

Without prejudice to the company potential liability, every company manager shall be individually liable to third parties for misconduct in the performance of his duties.

Where several company managers are involved in the commission of torts, they shall be jointly and severally liable to third parties. However, with regard to relations among themselves, the competent court shall determine the contributive share of each of them in apportioning damages to be paid.

An individual lawsuit is the suit for damages suffered by a third party or by a member, where the latter suffers losses distinct from those suffered by the company as a result of torts committed

individually or collectively by company managers in the performance of their duties. Such lawsuit shall be filed by the person who suffered the loss.

The filing of an individual lawsuit shall not preclude a members or more members from filing a shareholder derivative lawsuit in the interest of the company for damages the company suffered.

The competent court to hear an individual lawsuit shall be the one within the jurisdiction of the company headquarters.

Individual lawsuits shall be time-barred after three (3) years following the harmful event or, following its disclosure if it was concealed. The individual lawsuit for crimes shall be time- barred after ten (10) years.

Every company manager shall be individually liable to the company for torts committed in the performance of his duties.

Where several company managers are involved in the commission of torts, the competent court shall determine the contributive share of each of them in apportioning damages to be paid, under the conditions set forth in this uniform Act for each form of company.

A shareholder derivative lawsuit is a lawsuit for damages suffered by the company as a result of torts committed by the company managers in the performance of their duties.

Such lawsuit shall be filed by the company managers under the conditions set forth in this uniform Act for each form of company.

One or several members may file a shareholder derivative lawsuit after a notice to the competent bodies that remains unanswered within a time limit of thirty (30) days. Petitioners shall be entitled to seek redress for damages suffered by the company. In the event of conviction, damages shall be awarded to the company and not to the petitioner (s).

However, under penalty of inadmissibility of the request, the company shall be regularly cited through its legal representatives.

The company or any member may also petition the competent court to appoint an ad hoc agent to represent it in the lawsuit, where there is a conflict of interest between the company and its legal representatives.

The articles of association may not subject the filing of a shareholder derivative lawsuit to prior notification or authorization of the general meeting, the management body, officers or the board or waive in advance the right to file such a suit. This provision does not preclude the member or members that sued from reaching a settlement with the individual or individuals against whom the suit was filed for the purpose of ending the dispute.

No decision of the meeting of the members or the management body, officers or the board shall extinguish a suit for civil liability brought against the company managers for torts while performing their duties. Any contrary decision shall be null.

The competent court to hear a shareholder derivative lawsuit shall be the one within the jurisdiction of the company headquarters.

A shareholder derivative lawsuit shall be time-barred after three (3) years following the commission of tort, or following its disclosure where it was concealed. For crimes, the shareholder derivative lawsuit shall be time-barred after ten (10) years.

Expenses and legal fees relating to the derivative shareholder lawsuit shall be paid by the company where the suit is filed by one or more members.

Filing a derivative shareholder lawsuit shall not preclude a member from suing the company for damages for an injury he might have personally suffered.

A group of companies is a group formed by companies bound to one another by various relations which allow one of them to control the others.

Control over a company shall mean to effectively hold decision-making power within such company.

A natural person or a legal entity shall be deemed to have control of a company where:

When a company holds a fraction of the capital equal to or greater than ten percent (10%) of another company, the former shall be deemed, within the meaning of this uniform Act, to hold equity participation in the latter.

A public limited company or a private limited company shall not hold shares or equity interests in another company if the latter holds a fraction of its capital that is over ten percent (10%).

Failing an agreement between companies concerned to regularize the situation, the company holding the lowest fraction the capital of the other shall transfer its shares or equity interests. If both companies hold equal fractions of each other’s capital, each company must reduce its interest in the other so that it does not exceed ten percent (10%) of the capital of the other.

Until their actual transfer, shares or equity interests to be transferred will be deprived of voting rights and right to receive dividends attached thereto.

Where a company other than a public limited company or a private limited company has, among its members, a public limited company or a private limited company that holds more than ten percent (10%) of its capital, the former may not hold shares or equity interests of the latter.

In the event that the interests of the public limited company or of the private limited company limited in the company are equal or less than ten percent (10%), it shall not hold more than ten percent (10%) of the capital of the public limited company or of the private limited company.

In both cases provided under this article, where the company other than the public limited company or the private limited company already owns securities of such public limited company or private limited company, it must transfer them. Until their actual transfer, shares or equity interests to be transferred will be deprived of voting rights and right to receive dividends.

A company is a parent company of another company when it holds more than half of the capital of the latter.

The latter shall be the subsidiary of the former.

A company shall be a common subsidiary of several parent companies where its capital is owned by the said parent companies, which shall:

The transformation of a company is the operation whereby a company changes legal form by decision of the members.

The regular transformation of a company does not entail the creation of a new legal entity. It is only an amendment of the articles of association and is subject to the same conditions and time limits thereof.

However, the transformation of a company in which the members’ liability is limited to their contributions into a company in which their liability is unlimited shall be decided unanimously by the members. Resolutions passed in violation of the provisions of this paragraph shall be void.

The transformation shall take effect from the day the decision to record it is taken. However, it becomes enforceable against third parties only after further to the completion of publicity formalities provided for in article 265 hereinafter.

The transformation shall have no retroactive effect.

The transformation of a company does not entail the closing of accounts if it occurs during the fiscal year, unless otherwise decided by the members.

The summary financial statements of the fiscal year during which the transformation occurred shall be adopted and approved according to rules governing the new legal form of the company. The same shall apply to the distribution of profits.

The decision to transform a company shall put an end to the powers of the board or of the management body of the company.

The members of these bodies may claim damages by virtue of the transformation or cancelation thereof only where such action was decided with the sole purpose of infringing their rights.

The management report shall be prepared by the former and the new management body, each for its own management period.

The rights and obligations contracted by the company under its former form shall remain valid under the new form. The same shall apply to security interests, unless otherwise provided in the instrument instituting the said security interests.

In the event of transformation a company in which members’ liability is unlimited into a form of company where partners’ liability is limited to their contributions, creditors whose claims date prior to the transformation shall retain their rights against the company and the members.

The transformation of the company shall not terminate the mission of the auditor if the new form of the company requires his appointment.

However, where such an appointment is not required, the auditor’s mission end with the transformation, unless members decide otherwise.

The auditor whose mission has ended in accordance with the second paragraph of this article shall nevertheless report on his activities undertaken between the beginning of the fiscal year and the date of the end of his mission to the meeting called to review the accounts for the fiscal year during which the transformation occurred.

When a company that does not have an auditor is transformed into a share company, one or more transformation auditors, tasked with the appraisal, under their professional responsibility, the value of goods that make up the company’s assets and special benefits, shall be appointed, unless members decide unanimously otherwise, by a decision of the competent court at the request of the company management or of one of them.

The transformation auditors may be tasked to prepare the report provided for in article 375 hereinafter. In such a case, a single report shall be drafted. These auditors shall be subjected to incompatibilities set forth in article 378 hereinafter. The report shall be put at the disposal of the members.

The members shall examine the appraisal of assets and the granting of special benefits. They can reduced it only by a unanimous decision.

Failing an express approval of the members, referred to in the minutes, the transformation shall be null.

If, following its transformation, the company no longer has any of the legal form provided for in this uniform Act, it looses its legal personality if it engages in any commercial activity.

The merger is the operation whereby two (2) or more companies merge to form a single one either by creating a new company or by absorption by one of them.

A company, even under liquidation, may be absorbed by another company or may participate in the formation of a new company through merger.

The merger entails the universal assignment of the assets of the company or companies that disappear as a result of a merger to the absorbing company or to the new company.

The demerger is the operation whereby the assets of a company are shared among several existing companies or new ones.

A company may assign its assets through a demerger to new or existing companies.

The demerger entails the universal assignment of the assets of the company, which disappear as a result of the demerger, to new or existing companies.

The merger or demerger entail the dissolution without liquidation of the disappearing companies and the universal assignment of their assets to the beneficiary companies, in the state in which they are located on the date of the final completion of the transaction. It entails, simultaneously, the acquisition by the members of the disappearing companies the status of members in the beneficiary companies under the conditions stipulated in the merger or demerger agreement.

Members may receive, in exchange for their contributions, a cash balance which shall not exceed ten percent (10%) of the value of the exchange value of shares or equity interests allocated to them.

However, there is not an exchange of shares or equity interests of the beneficiary company against the shares or equity interests of the disappearing companies where such shares or equity interests are held:

A merger or demerger shall take effect:

All companies involved in a merger or demerger operation shall establish a draft merger or demerger document, as the case may be, which shall be adopted by the board of directors, the general director, the manager (s) of each of the companies involved in the operation.

The said draft merger or demerger document shall state:

The merger or demerger document shall be filed with the registry of commerce and securities of the headquarters of the said companies and shall be published as a notice in a newspaper authorized to publish legal notices by each of the companies involved in the operation.

Such notice shall state:

The filing with the registry of commerce and securities and publication formalities required under this article must take place at least one (1) month prior to the date of the first general meeting called to rule on the operation.

The partial contribution of assets is an transaction whereby a company contributes an autonomous branch of activity to a pre-existing or future company. The company contributing the assets shall not cease to exist as a result of such contribution. Partial contribution of assets shall be governed by rules governing demergers.

Unless otherwise provided for in this uniform Act, mergers, demergers and partial contribution of assets may be carried out between companies of different forms.

Merger, demerger and partial contribution of assets operations shall be decided, for each of the companies involved, pursuant to conditions required for the amendments of the articles of association and in accordance with procedures followed for capital increase and company dissolution. The invalidity of relevant deliberations shall be governed by the same rules.

However, where the proposed transaction has the effect of increasing in the commitments of members or shareholders of one or more companies involved, it may only be decided unanimously by the said members or shareholders. Resolutions taken in violation of the provisions of this paragraph shall be null.

Under penalty of being declared null, companies involved in a merger, demerger or partial contribution of assets are required to file with the clerk office a statement in which they explain all acts performed in order to conclude such transaction and by which they affirm that the operation was carried out in compliance with this uniform Act.

The merger, demerger and partial contribution of assets may concern companies whose headquarters are not located within the territory of the same State party. In such case, each company concerned shall be subject to the provisions of this uniform Act in the State party of its headquarters.

The company shall cease to exist:

The company dissolution shall have an effect on third parties only from it publication by notice in a newspaper authorized to publish legal notices in the State party of the headquarters.

Dissolution of a multi- members company automatically entail its liquidation.

The legal personality of the company shall continue to exist for liquidation purposes and until the liquidation procedure is completed.

The dissolution of a company in which all instruments are held by a single member shall result in a universal assignment of assets and liabilities of the company to such individual, without liquidation occurring. Creditors may object to the dissolution before the competent court within a period of thirty (30) days following the publication thereof. The competent court may reject the objection or order either the settlement of debts or the provision of guarantees where the company offers any and if hey are deemed sufficient. The assignment of assets and liabilities as well as the disappearance of the company shall take effect only at the expiration of the deadline of the objection period or, where appropriate, when the objection has been rejected or debts have been reimbursed or guarantees provided.

The provisions of the fourth paragraph do not apply to companies whose sole shareholder is a natural person. In such case, the dissolution of the company entails its automatic liquidation.

The dissolution shall be published through a notice of in a newspaper authorized to publish legal notices where the headquarters is located, by filing instruments or minutes deciding or recording

the dissolution with the registry of commerce and securities and by the amendment of the registration at the registry of commerce and securities.

The provisions of this chapter shall apply to any liquidation of a commercial company organized amicably in accordance with the articles of association or by the agreement of the members or ordered by a court decision in accordance with paragraph 2 of article 223 hereinafter.

However, they shall not apply when the liquidation occurs within the framework of the provisions of the uniform Act with respect to insolvency proceedings.

The company shall be under liquidation from the moment of its dissolution for any reason whatsoever.

The words “company under liquidation” as well as the name of the liquidator (s) shall appear on all instruments and documents issued by the company to third parties, including letters, invoices, notices and various publications.

The legal personality of the company shall continue to exist for purposes of the liquidation and until the completion of the liquidation process is published.

Where the liquidation is decided by the members, one or more liquidators shall be appointed:

The liquidator may be selected among members or third parties. It may be a legal entity.

Where members are unable to appoint a liquidator, he shall be appointed by a court decision at the request of any interested party under the conditions set forth in articles 226 and 227 hereinafter.

Unless otherwise provided for in the appointment document, where several liquidators are appointed, they may perform their duties separately.

However, they shall prepare and present a joint report.

The compensation of the liquidator shall be set by the decision of the members or the competent court that appointed him.

The liquidator may be removed and replaced in accordance with conditions provided for his appointment.

However, any member may petition the court for the removal of the liquidator where such petition has legitimate grounds.

The appointment instrument of the liquidator shall be published in accordance with conditions and time limits set forth in article 266 hereinafter.

The appointment and removal of the liquidator shall be enforceable to third parties only from the date of such publication.

Neither the company nor third parties shall, in order to evade their commitments, invoke an irregularity in the appointment of a liquidator, where his appointment was regularly published.

Unless there is unanimous consent of the members, the assignment of all or part of the assets of the company under liquidation to person whose status within the company was once a name partner, general partner, manager, director, general director, general manager, or other company management or auditor, shall only take place with the authorization of the competent court, the liquidator and the auditors after their hearings.

The assignment of all or part of the assets of the company under liquidation to the liquidator, its employees or their spouses, ascendants or descendants is prohibited.

The overall assignment of the assets of the company or the contribution of assets to another company, notably through a merger, shall be authorized:

Deliberations conducted and transactions performed in violation of the provisions of articles 206, 211- 1st paragraph, 213, 214 and 215 above shall be null.

The liquidation shall be closed within a period of three (3) years from the date of the dissolution of the company.

Failing this, the public prosecutor or any interested party may petition the competent court within the jurisdiction in which the company headquarters is located for the liquidation of the company or if the process has started, for its completion.

Members shall be called at the end of the liquidation to decide on the final financial statements, evaluate the performance of the liquidator and discharge him and record the end of the liquidation.

Failing this, any member may petition the competent court, ruling expeditiously, to appoint ad hoc agent to call the meeting.

Where the meeting to close the liquidation referred to in the preceding paragraph is unable to deliberate, or refuses to approve the financial statements of the liquidator, the competent court shall rule on such statements and, where appropriate, on the end of the liquidation, in lieu and place of the meeting of the members at the request of the liquidator or any interested party.

In such case, the liquidator shall file its financial statements with the registry of commerce and securities of the State party of the headquarters where any interested party may examine them and obtain a copy at their own expense.

The final accounts drawn up by the liquidator shall be filed with the registry of commerce and securities in the State party of the headquarters.

The decision of the meeting of the members on the account of the liquidation, the evaluation of the performance of the liquidator and his discharge or, failing that, the court decision referred to in the preceding article, shall be attached to the final accounts.

Upon proving the completion of the formalities stipulated in the foregoing article, the liquidator shall request the removal of the company from the registry of commerce and securities within a period of one (1) month from the date of the publication of the close of the liquidation.

The liquidator shall be liable to the company and third parties for damaging consequences resulting from his wrongdoings during the performance of his duties.

Shareholders derivative lawsuit or individual suit for civil liability against the liquidator shall be timed-barred after three (3) years, from the date of the damaging fact or, from the date of its disclosure in case it was concealed.

However, when the fact is deemed a crime, the lawsuit shall be time-barred after a period of ten (10) years.

Any lawsuit against members who are not liquidators or their surviving spouse (s), heirs or successors, shall be time-barred after five (5) years from the date of the publication of the dissolution of the company in the registry of commerce and securities.

The provisions of this chapter shall exclusively apply:

In the cases referred to in paragraph 2 of this article, the provisions of the articles of association or of an agreement that are contrary to the provisions of this chapter shall be deemed unwritten.

The powers of the board of directors or company management shall cease from the date of the court order deciding the liquidation of the company.

The dissolution of the company does not put an end to the duties of the auditor.

The court order deciding the liquidation of the company shall designate one or more liquidators.

The term of office of the liquidator shall not exceed three (3) years renewable by a court order at the request of the liquidator.

In his renewal application, the liquidator shall state the reasons why the liquidation was not completed, the measures he intends to put in place and the time needed for the completion of the liquidation.

Within six (6) months of his appointment, the liquidator shall call the meeting of members during which he shall report on the status of the company assets and liabilities, the execution of the liquidation process, the time needed to complete such process, and shall request, where

appropriate, any permissions that may be required.

The meeting shall act, under the conditions of quorum and majority set forth by this uniform Act for each form of company for the amendments to the articles of association. Deliberations conducted in violation of the provisions of this paragraph shall be null.

The time limit under which the liquidator shall draw his report may be extended to twelve (12) months, at his request, by a court decision.

Failing this, the meeting shall be called by an ad hoc agent appointed by a court decision at the request of any interested party.

Where the general meeting has been unable to call or where a decision could not be taken, the liquidator shall petition the court to obtain necessary authorizations to complete the liquidation.

The liquidator represents the company which is bound for all the liquidation actions.

He is vested with the broadest authority to execute assets even in amicable arrangements.

Any restrictions to such powers in the articles of association or in the appointment instrument shall not be binding on third parties.

The liquidator is authorized to pay creditors and to apportion the available balance among members.

He may not pursue any ongoing business or engage in new ones for the purposes of the liquidation unless he has been authorized by a court decision.

The liquidator, within three (3) months of the end of each fiscal year, shall prepare the annual summary financial statements in light of the inventory he established of various elements of assets and liabilities available on that date and a written report in which he shall give an account of the liquidation process during the past fiscal year.

Except exempted by the competent court ruling expeditiously, the liquidator shall call, as provided by the articles of association, at least once a year and within six (6) months of the end of the fiscal year, the meeting of members that reviews and approves the annual summary financial statements, grants necessary authorizations and, where appropriate, renew the mandate of the auditor.

If the meeting does not occurs, the written report of the liquidator shall be filed with the registry of commerce and securities.

During the liquidation period, members may receive the company documents under the same conditions as before.

The decisions provided for in article 233 above shall be taken:

Where the required majority cannot be reached, the competent court shall rule expeditiously at the request of the liquidator or any interested party.

When the decision leads to the amendment of the articles of association, it shall be taken under the conditions set forth by this uniform Act for each form of company.

Members who are liquidators shall vote.

Deliberations conducted in violation of the provisions of this article shall be null.

In the event that the company continues to operate, the liquidator is required to call the meeting of members under the conditions set forth in article 233 above. Failing this, any interested party may request that a meeting be called, either by the auditor, or by an agent appointed by the competent court ruling expeditiously.

Unless otherwise provided in the articles of association, the distribution of the equity remaining after reimbursement of the nominal value of shares or equity interests shall be made among members in the same proportions as their interests in the stated capital.

Any decision to distribute funds shall be published in the newspaper authorized to publish legal notices in which the publicity stipulated in article 266 hereinafter was carried out. The decision shall be notified individually to holders of nominative securities.

Sums allocated to distribution among members and creditors shall be deposited within a period of fifteen (15) days following the decision to distribute funds, on an account opened in the name of the company under liquidation in a bank domiciled in the State party of the headquarters.

In case there are many liquidators, the funds may be withdrawn by a single liquidator and under his responsibility.

Where the amounts allocated to creditors or members could not be paid to them, they shall be deposited in an escrow account opened at the Public Treasury, at the expiration of a one-year deadline from the completion of the liquidation.

Subject to the rights of creditors, the liquidator shall decide whether to distribute available funds while the liquidation is ongoing.

After an unsatisfactory demand to the liquidator, any interested party may petition the competent court ruling expeditiously on the possibility of distribution while the liquidation is ongoing.

The invalidity of a company shall only derive from an express provision of this uniform Act or, subject to the provisions of the next paragraph, from texts governing the invalidity of agreements.

The invalidity of the company entails its dissolution followed by its liquidation in accordance with the provisions of this Uniform Act.

In private limited companies and share companies, the invalidity of the company shall not be caused by a defective consent or the legal incapacity of a member unless such legal incapacity affects all the founding members.

The invalidity of any acts, decisions or deliberations amending the articles of association may only derive from:

The invalidity of any acts, decisions or deliberations not amending the articles of association of the company may only derive from:

In limited partnerships or general partnership, publicity formalities shall be mandatory under penalty of invalidity of the company, acts, decisions or deliberations, as the case may be, without the partners and the company being allowed to enforce/rely on this ground of invalidity against third parties.

However, the competent court shall have the option not to pronounce the invalidity of the company where fraud was not committed.

The action for invalidity shall be moot where the cause of invalidity has ceased to exist on the day the competent court rules on the merits of the case on the first instance, unless such invalidity is based on the unlawful nature of the corporate purpose.

The competent court before which an action for invalidity is brought may, even automatically, set a time limit to correct the invalidity. It shall not pronounce the invalidity less than two (2) months following the date on which the summons and complaint was introduced.

Where, in order to rectify an invalidity, an general meeting must be called and the normal call of such a meeting is alleged, the competent court shall grant the time required for the members to make a decision.

Where, at the expiration of the deadline set forth in the paragraphs above, no decision has been taken, the competent court shall make a ruling at the request of the earliest petitioner.

In case the invalidity of the company, its acts, decisions or deliberations is based on a defective consent or the legal incapacity of a member and where the invalidity may be regularized, anyone having an interest therein may give a formal notice to the incapacitated member or the one whose consent was defective to regularize it, or to take action for invalidity within a period of six (6) months under penalty of this action to lapse.

The notice shall be served by a deed of a bailiff or notified by any means that shall prove actual receipt by the addressee. Notice thereof shall be given to the company.

The company or a partner may submit to the competent court, within the time limit prescribed in the preceding article, any measure likely to revoke the motivations for actions of the petitioner, notably the repurchase of securities of the incapacitated member or the one whose consent was

defective.

In such case, the competent court may either pronounce the invalidity, or make the proposed measures compulsory where they have been previously adopted by the company under the conditions set forth for the amendment of the articles of association.

The member whose securities repurchase is being requested shall not take part in the vote and his shares or equity interests shall not be taken into account in the calculation of quorum and majority.

Where the invalidity of the company acts, decisions or deliberations is based on the infringement of publicity regulations, anyone with an interest in the regularization may, by notice served by a bailiff or by any means proving its actual receipt by the addressee, send a demand to the company requesting that the publicity be done within the time limit of thirty (30) days following such demand.

Failing regularization within this time limit, any interested party may petition the competent court to appoint an agent responsible for carrying out the formality.

The provisions of articles 246 to 250 above shall govern all invalidities incurred.

Actions for invalidity of the company shall be time-barred after three (3) years from the date of the registration of the company or publication of the document amending the articles of association unless the invalidity is based on the unlawfulness of the corporate purpose and is subject to lapse referred to in article 248 above.

The actions for invalidity of the acts, decisions or deliberations of the company shall be time- barred after three (3) years from the day where the invalidity is incurred unless it is based on the unlawfulness of the company purpose and subject to lapse referred to in article 248 above.

However, the action for invalidity of a merger or a demerger shall be time-barred after six (6) months from the date of the last entry in the registry of commerce and securities required by the merger or demerger transaction.

An objection by a third party to decisions pronouncing the invalidity of a company is admissible only during a period of six (6) months from the date of publication of these decisions in a newspaper authorized to publish legal notices of the headquarters of the court.

Where the invalidity of the company is pronounced, it shall put an end, with no retroactive effect, to the execution of the agreement. The company shall, then, be dissolved and, in the event there are many members in the companies, it shall be liquidated.

The decision pronouncing the invalidity of a merger or a demerger shall be published within a period of one (1) month from the day such decision became final.

It shall have no effect on the obligations born or for the benefit of the companies to which the assets are assigned, between the date the merger or demerger takes effect and the date of the publication of the decision pronouncing the invalidity.

In the event of a merger, companies involved in the transaction shall be jointly liable for the execution of the obligations referred to in the preceding paragraph on the absorbing company.

The same shall apply in the case of a demerger, of the company being divided, for the obligations of companies to which the asset is assigned.

Each of the companies to which the asset is being assigned shall be liable for its own obligations between the date the demerger takes effect and the date of publication of the decision pronouncing the invalidity.

Neither the company nor the members may invoke invalidity against bona fide third parties.

However, invalidity due to defective consent or legal incapacity may be enforceable, even against bona fide third parties, by the legally incapacitated person, or his legal representative or by the individual whose consent was defective.

The members and company management to whom the invalidity is attributed may be declared jointly liable for the subsequent damage suffered by third parties as a result of the cancelation of the company.

The civil liability suit based on the cancellation of the company or acts and deliberations subsequent to its formation shall be time-barred at the end of three (3) years from the day the cancellation decision acquired the force of res judicata.

The disappearance of the cause of invalidity shall not preclude a civil liability suit for compensation for damages caused by the defect tainting the company, the act or deliberation. Such action shall be time-barred after three (3) years from the day the invalidity was corrected.

Formalities relating to companies may be carried out electronically in accordance with the provisions of book V of the uniform Act on general commercial law as well as the relevant provisions of this uniform Act.

Publicity formalities by filing documents or instruments provided for in this uniform Act shall be carried at the clerk office of the competent court or of the competent body in the State party of the headquarters.

The formalities carried out at the registry of commerce and securities are subject to notices published in the national Gazette of registries of commerce and securities, where there is one. The national Gazette may be published in hard copy or electronic copy. It is published under the responsibility of the competent authority in charge of the administration of the National File that centralizes information recorded in each registry of commerce and securities.

Shall be authorized to publish legal notices, on the one hand, the official journal, newspapers authorized for that purpose by the competent authorities, the national Bulletin of registries of commerce and securities, and on the other hand, national daily newspapers in the State party of the headquarters, which show proof of sales through subscriptions, depositaries or sellers, under the following additional conditions:

Any notice published pursuant to the provisions of this uniform Act shall necessarily include:

Clerks or competent entities of the State party may require the filing of documents filed with tax authorities only where the registration is mandatory pursuant to the tax law of the State party.

Publicity formalities shall be carried out at the behest of and under the responsibility of the company legal representatives.

Where a publication formality not pertaining to the formation of the company or the amendment of the articles of association, has been omitted or has been improperly carried out and where the company has not regularized the situation within a period of one (1) month from receiving the demand in that regard, any interested party may petition the competent court ruling expeditiously to appoint an agent in order to complete the publicity formality.

In all cases where this uniform Act stipulates that the competent court shall rule expeditiously, a copy of the decision shall be filed in the registry of commerce and securities of the location of the headquarters.

When formalities of the company formation have been completed, and within a period of fifteen (15) days after the date of registration, a notice shall be published in a newspaper authorized to publish legal notices in the State party of the headquarters.

The notice, signed by the notary who lodged the company articles of association or by the founder (s), shall include, besides the information provided for in article 257-1 above, the following:

Where one of the entries of the notice provided for in article 262 above is rendered void following an amendment of the articles of association or of any acts, of any deliberations or any decisions of meetings of the company or its structures the amendment shall be published in the form of a notice in a newspaper authorized to publish legal notices in the State party of the headquarters.

The said notice, signed by the notary who lodged or drafted the document amending the articles of association or by the company legal representatives, shall contain, in addition to information provided for in article 262 above, the following:

In the event of increase or reduction of the company stated capital, in addition to the publication referred to in article 263, the following shall be filed with the clerk office of the competent court or the competent entity in the State Party:

The decision of transformation shall result in:

The new articles of association, the declaration of regularity and of compliance and, where appropriate, two (2) copies of the report provided for, as the case may be, in article 187-1, 375 or 691 of this uniform Act, shall also be filed with the registry of commerce and securities in the State party of the headquarters.

The transformation shall be reported to the office in charge of mortgages if the company owns one or more buildings subject to land registration publicity.

The instrument appointing the liquidator (s), irrespective of its form, shall be published within a period of one (1) month from the date of the appointment in a newspaper authorized to publish legal notices in the State party of the headquarters.

It shall contain the following information:

At the behest of the liquidator, the same information shall be communicated, by any means allowing confirmation of actual receipt by the addressee, to the holders of shares and nominative bonds.

During the liquidation of the company, the liquidator shall carry out, under his responsibility, the publicity formalities incumbent on the legal representatives of the company.

The notice of completion of the liquidation, signed by the liquidator, shall be published at the behest of the liquidator, in the newspaper wherein his appointment was published or, failing that, in a newspaper authorized to publish legal notices.

It shall contain the information referred to paragraphs 1 °), 2 °), 3 °), 4 °), 5 °) and 7 °) of article 266 above, as well as:

Commercial companies are required to file the summary financial statements, namely the balance sheet, the income statement, the table of sources and uses of funds, and an annexed statement of the past fiscal year with the register of commerce and securities in the State party of the headquarters within one month of their approval by the competent body.

In the event approval of these documents is refused, a copy of the decision of the competent body shall be filed within the same period.

Such financial statements may be filed electronically with the clerk office of the competent court or the competent body in the State party.

At the request of any interested party, the competent court may, ruling expeditiously, enjoin, under fine, the management of any commercial company to file the documents listed in the first paragraph provided that the petitioner’s amicable request to the company has remained unanswered for thirty (30) days.

The articles of association of public limited companies that do not make public offerings and of simplified public limited companies may stipulate that the stated capital may likely either be increased by further payments of members or by the admission of new members, or decreased by partial or total return of contributions made.

Companies, whose articles of association contain such provisions, shall be governed by the provisions of this book irrespective of regulations specific to them.

Where the company uses the option stipulated in article 269-1 above, that election shall be stated in all the instruments and documents from the company established for third parties, by adding the following words to the company form “open-end capital”.

By exception to the provisions of this uniform Act, the articles of association of companies with an open-end capital shall organize the terms of subscription, payment and return of contributions.

Instruments recording capital increases or reductions carried out in accordance with the conditions stipulated in article 269-1 above, or withdrawals of members, other than managers or company management of simplified public limited companies are not subjected to the formalities of filing and publication resulting from article 269-6 hereinafter.

The provisions relating to the right to objection by creditors in the event of reduction of the capital not motivated by losses are inapplicable.

The articles of association may grant either the company management or the general meeting or the community of members the right to object to the transfer of securities on the company records. Any transfer carried out in violation of the right to objection stipulated in the articles of association shall be null.

The articles of association shall determine an amount below which the capital cannot be reduced by the return of contributions authorized by article 269-1 above.

Such amount may not be less than one-tenth of the stated capital stipulated in the articles of association or less than the minimum amount of capital required to form a company contemplated, by the provisions governing it.

Any reduction of capital beyond the limit prescribed by the articles of association shall be null.

Unless otherwise agreed and except as provided for in the first paragraph of article 269-5 above, each member may withdraw from the company at any time.

It may be stipulated that the general meeting or the community of members shall have the right to decide, at the majority set by the articles of association that one or several partners shall cease to be part of the company. Any deliberation or decision taken in violation of the majority rules set forth by the articles of association shall be null.

The member, who ceases to be part of the company, either willingly, or by the decision of the general meeting or of the community of members, shall remain liable for five (5) years, to members and third parties for all obligations existing at the time of his withdrawal. The member shall only remain bound within the limits of the amounts that have been returned to him before his departure.

The company shall not be dissolved either due to the death or withdrawal of a member, or by decision pronouncing its liquidation, or by a measure prohibiting the exercise of a commercial activity, or by a measure of legal incapacity pronounced against of one of the members. It shall continue automatically between the other members.