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# UNIFORM ACT RELATING TO COMMERCIAL COMPANIES AND ECONOMIC INTEREST GROUPS
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COMPILATION OF TREATIES AND UNIFORM ACTS OFFICIAL TRANSLATION
# TABLE OF CONTENTS
PRELIMINARY CHAPTER: SCOPE OF THIS UNIFORM ACT ...117 PART ONE: GENERAL PROVISIONS GOVERNING COMMERCIAL COMPANIES ...118 BOOK ONE: FORMATION OF COMMERCIAL COMPANIES ...118 TITLE 1–DEFINITION OF THE COMPANY ...118 TITLE 2 – CAPACITY TO BE A MEMBER ...118 TITLE 3 – ARTICLES OF ASSOCIATION ...119 CHAPTER 1 FORM OF ARTICLES OF ASSOCIATION ...119 CHAPTER 2 CONTENTS OF THE ARTICLES OF ASSOCIATION – MANDATORY 119 INFORMATION ...119 CHAPTER 3 COMPANY NAME ...120 CHAPTER 4 OBJECT OF THE COMPANY ...120 CHAPTER 5 REGISTERED OFFICE ...121 CHAPTER 6 DURATION – EXTENSION ...121 Section 1 Duration ...121 Section 2 Extension ...122 CHAPTER 7 CONTRIBUTIONS ...122 Section 1 General Provisions ...122 Section 2 Types of Contributions ...123 Section 3 Realization of Cash Contributions ...123 Section 4 Realization of Non-cash Contributions ...123 CHAPTER 8 COMPANY SHARES ...124 Section 1 Principle ...124 Section 2 Nature ...124 Section 3 Rights and Obligations attached to Shares ...124 Section 4 Nominal Value ...125 Section 5 Negotiability – Transferability ...125 Section 6 Sole ownership of Shares ...126 CHAPTER 9 REGISTERED CAPITAL ...126 Section 1 General Provisions ...126
UNIFORM ACT RELATING TO COMMERCIAL COMPANIES AND ECONOMIC INTEREST GROUPS
Section 2 Amount of Registered Capital...126 Section 3 Modification of Capital...127 CHAPTER 10 AMENDMENT OF THE ARTICLES OF ASSOCIATION...127 CHAPTER 11 DECLARATION OF REGULARITY AND CONFORMITY OR THE 127NOTARIAL STATEMENT OF SUBSCRIPTION AND PAYMENT...127 CHAPTER 12 NON-COMPLIANCE WITH FORMALITIES – RESPONSIBILITIES...128 TITLE 4 PUBLIC CALL FOR CAPITAL...129 CHAPTER 1 SCOPE OF PUBLIC CALL FOR CAPITAL...129 CHAPTER 2 PROSPECTUS...130 TITLE 5 REGISTRATION – LEGAL PERSONALITY...133 CHAPTER 1 GENERAL PROVISIONS...133 CHAPTER 2 COMPANIES UNDER FORMATION AND FULLY FORMED BUT 133UNREGISTERED COMPANIES...133 Section 1 Definitions...133 Section 2 Commitments made on behalf of the company under formation prior to incorporation...134 Section 3 Commitments made on behalf of the fully formed company prior to registration...135 CHAPTER 3 UNREGISTERED COMPANIES...135 CHAPTER 4 BRANCHES...136 BOOK 2: FUNCTIONING OF THE COMMERCIAL COMPANY...136 TITLE 1 POWERS OF THE COMPANY EXECUTIVES...136 GENERAL PRINCIPLES...136 TITLE 2 COLLECTIVE DECISIONS...137 GENERAL PRINCIPLES...137 TITLE 3 ANNUAL SUMMARY FINANCIAL STATEMENTS - ALLOCATION OF EARNINGS...139 CHAPTER 1 ANNUAL SUMMARY FINANCIAL STATEMENTS...139 Section 1 Principle...139 Section 2 Approval of annual summary financial statements...139 CHAPTER 2 RESERVES – DISTRIBUTABLE PROFITS...140 CHAPTER 3 DIVIDENDS...140
COMPILATION OF TREATIES AND UNIFORM ACTS OFFICIAL TRANSLATION
CHAPTER 4 DISPUTES BETWEEN MEMBERS AND BETWEEN ONE OR MORE MEMBERS AND THE COMPANY ...141 TITLE 4 ALARM PROCEDURE ...141 CHAPTER 1 ALARM BY THE AUDITOR ...141 Section 1 Companies other than Public Limited Companies ...141 Section 2 Public Limited Companies ...142 Chapter 2 Alarm by Members ...143 Section 1 Companies other than Public Limited Companies ...143 Section 2 Public Limited Companies ...143 TITLE 5 EVALUATION OF MANAGEMENT ...143 BOOK 3 THE CIVIL LIABILITY OF COMPANY EXECUTIVES ...144 TITLE 1 INDIVIDUAL SUITS ...144 TITLE 2 ACTION IN THE INTEREST OF THE COMPANY ...145 BOOK 4: LEGAL RELATIONSHIP BETWEEN COMPANIES ...146 TITLE 1 CONSORTIUMS ...146