UNIFORM ACT RELATING TO COMMERCIAL COMPANIES AND ECONOMIC INTEREST GROUP
PREAMBLE
PRELIMINARY CHAPTER : SCOPE OF THE PROVISIONS OF THIS UNIFORM ACT
PART 1 : GENERAL PROVISIONS GOVERNING COMMERCIAL COMPANIES
BOOK 1 : FORMATION OF A COMMERCIAL COMPANY
TITLE 1 : DEFINITION OF THE COMPANY
TITLE 2 : CAPACITY TO BE A PARTNER
TITLE 3 : ARTICLES OF ASSOCIATION
CHAPTER 1 : FORM OF THE ARTICLES OF ASSOCIATION
CHAPTER 2 : CONTENTS OF THE ARTICLES OF ASSOCIATION - MANDATORY INFORMATION
CHAPTER 3 : COMPANY NAME
CHAPTER 4 : OBJECT OF THE COMPANY
CHAPTER 5 : REGISTERED OFFICE
CHAPTER 6 : DURATION - EXTENSION
Section 1 : Duration
Section 2 : Extension
CHAPTER 7 : CONTRIBUTIONS
Section 1 : General provisions
Section 2 : Types of contributions
Section 3 : Realization of Contributions in cash
Section 4 : Realization of Contributions in kind
CHAPTER 8 : COMPANY SHARES
Section 1 : Principle
Section 2 : Nature
Section 3 : Rights and obligations attached to shares
Section 4 : Face value
Section 5 : Negotiability - Transferability
Section 6 : Sole ownership of shares
CHAPTER 9 : REGISTERED CAPITAL
Section 1 : General provisions
Section 2 : Amount of the registered capital
Section 3 : Modification of the capital
CHAPTER 10 : AMENDMENT OF THE ARTICLES OF ASSOCIATION
CHAPTER 11 : DECLARATION OF REGULARITY AND CONFORMITY OR NOTARIAL STATEMENT OF SUBSCRIPTION AND PAYMENT
CHAPTER 12 : NON-COMPLIANCE WITH FORMALITIES - RESPONSIBILITIES
TITLE 4 : PUBLIC CALLS FOR CAPITAL
CHAPTER 1 : SCOPE OF PUBLIC CALLS FOR CAPITAL
CHAPTER 2 : INFORMATION DOCUMENT
TITLE 5 : REGISTRATION - LEGAL PERSONALITY
CHAPTER 1 : GENERAL PROVISIONS
CHAPTER 2 : COMPANIES UNDER FORMATION AND FULLY FORMED BUT UNREGISTERED COMPANIES
Section 1 : Definitions
Section 2 : Commitments made on behalf the company under formation prior to its incorporation
Section 3 : Commitments made on behalf of a fully formed company prior to its registration
CHAPTER 3 : UNREGISTERED COMPANIES
CHAPTER 4 : BRANCHES
BOOK 2 : FUNCTIONING OF A COMMERCIAL COMPANY
TITLE 1 : POWERS OF COMPANY EXECUTIVES GENERAL PRINCIPLES
TITLE 2 : JOINT DECISIONS - GENERAL PRINCIPLES
TITLE 3 : ANNUAL SUMMARY FINANCIAL STATEMENTS ALLOCATION OF EARNINGS
CHAPTER 1 : ANNUAL SUMMARY FINANCIAL STATEMENTS
Section 1 : Principle
Section 2 : Approval of annual summary financial statements
CHAPTER 2 : RESERVES - DISTRIBUTABLE PROFITS
CHAPTER 3 : DIVIDENDS
CHAPTER 4 : DISPUTES BETWEEN PARTNERS OR BETWEEN ONE OR MORE PARTNERS AND THE COMPANY
TITLE 4 : ALERT PROCEDURE
CHAPTER 1 : ALERT BY THE AUDITOR
Section 1 : Companies other than public limited companies
Section 2 : Public Limited companies
CHAPTER 2 : ALERT BY THE PARTNERS
Section 1 : Companies other than public limited companies
Section 2 : Public limited companies
TITLE 5 : MANAGEMENT EVALUATION
BOOK 3 : THE CIVIL LIABILITY OF COMPANY EXECUTIVES
TITLE 1 : INDIVIDUAL SUITS
TITLE 2 : ACTIONS IN THE INTEREST OF THE COMPANY
BOOK 4 : LEGAL LINKS BETWEEN COMPANIES
TITLE 1 : CONSORTIUMS
TITLE 2 : INVESTING IN ANOTHER COMPANY
TITLE 3 : PARENT COMPANY AND SUBSIDIARY
BOOK 5 : TRANSFORMATION OF A COMMERCIAL COMPANY
BOOK 6 : MERGER-SCISSION PARTIAL TRANSFER OF ASSETS
BOOK 7 : DISSOLUTION - LIQUIDATION OF A COMMERCIAL COMPANY
TITLE 1 : DISSOLUTION OF THE COMPANY
CHAPTER 1 : CAUSES OF DISSOLUTION
CHAPTER 2 : EFFECTS OF DISSOLUTION
TITLE 2 : LIQUIDATION OF A COMMERCIAL COMPANY
CHAPTER 1 : GENERAL PROVISIONS
CHAPTER 2 : PROVISIONS SPECIFIC TO COURT-ORDERED LIQUIDATION
BOOK 8 : NULLITY OF A COMPANY AND COMPANY ACTS
BOOK 9 : FORMALITIES - PUBLICATION
TITLE 1 : GENERAL PROVISIONS
TITLE 2 : FORMALITIES FOR THE FORMATION OF A COMPANY
TITLE 3 : FORMALITIES FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION
TITLE 4 : FORMALITIES FOR THE TRANSFORMATION OF A COMPANY
TITLE 5 : FORMALITIES FOR THE LIQUIDATION OF A COMPANY
TITLE 6 : SPECIAL FORMALITIES RELATING TO PUBLIC LIMITED COMPANIES
PART 2 : SPECIAL PROVISIONS RELATING TO COMMERCIAL COMPANIES
BOOK 1 : PRIVATE COMPANIES
TITLE 1 : GENERAL PROVISIONS
TITLE 2 : MANAGEMENT
CHAPTER 1 : APPOINTMENT OF MANAGER
CHAPTER 2 : MANAGER'S POWERS
CHAPTER 3 : REMUNERATION OF THE MANAGER
CHAPTER 4 : DISMISSAL OF THE MANAGER
TITLE 3 : COLLECTIVE DECISIONS
TITLE 4 : ANNUAL GENERAL MEETING
TITLE 5 : CONTROL BY PARTNERS
TITLE 6 : TERMINATION OF A PRIVATE COMPANY
BOOK 2 : SLEEPING PARTNERSHIP
TITLE 1 : GENERAL PROVISIONS
TITLE 2 : MANAGEMENT
TITLE 3 : COLLECTIVE DECISIONS
TITLE 4 : ANNUAL GENERAL MEETING
TITLE 5 : CONTROL BY PARTNERS
TITLE 6 : DISSOLUTION OF THE SLEEPING PARTNERSHIP
BOOK 3 : PRIVATE LIMITED COMPANY
TITLE 1 : FORMATION OF A PRIVATE LIMITED COMPANY
CHAPTER 1 : DEFINITION OF A PRIVATE LIMITED COMPANY
CHAPTER 2 : SUBSTANTIVE CONDITIONS
Section 1 : Registered capital
Section 2 : Evaluation of contributions in kind
Section 3 : Deposit and release of funds
CHAPTER 3 : CONDITIONS OF FORM
TITLE 2 : FUNCTIONING OF A PRIVATE LIMITED COMPANY
CHAPTER 1 : TRANSACTIONS RELATING TO COMPANY SHARES
Section 1 : Transfer of company shares
Sub-section 1 : Share transfers inter vivos
Paragraph 1 : Form of transfer
Paragraph 2 : Terms of transfer
Sub-paragraph 1 : Transfer between partners
Sub-paragraph 2 : Transfer to third parties
Sub-section 2 : Transfer due to death
Section 2 : Pledging of company shares
CHAPTER 2 : MANAGEMENT
Section 1 : Organization of management
Sub-section 1 : Appointment of managers
Sub-section 2 : Term of office
Sub-section 3 : Remuneration
Sub-section 4 : Removal from office
Sub-section 5 : Resignation
Section 2 : Powers of managers
Section 3 : Liability of managers
CHAPTER 3 : COLLECTIVE DECISIONS OF THE PARTNERS
Section 1 : Organization of collective decisions
Sub-section 1 : General principles
Paragraph 1 : Conditions
Paragraph 2 : Representation of the partners
Sub-section 2 : Convening of general meetings
Paragraph 1 : Right to convene meetings
Paragraph 2 : Conditions for convening of meetings
Paragraph 3 : Sanctions for improper convening of meetings
Sub-section 3 : Consultations in writing
Sub-section 4 : Chairing of meetings
Sub-section 5 : Minutes of meetings
Section 2 : Partners' rights
Sub-section 1 : Principle
Sub-section 2 : Right of communication
Sub-section 3 : Right to dividend
Section 3 : Ordinary collective decisions
Sub-section 1 : The annual ordinary general meeting
Paragraph 1 : Periodicity
Paragraph 2 : Rules governing voting by the partners
Sub-section 2 : Agreements between the company and one of its managers or partners.
Paragraph 1 : Regulated agreements
Paragraph 2 : Prohibited agreements
Section 4 : Extraordinary collective decisions
Sub-section 1 : General rules relating to voting by partners.
Paragraph 1 : Principle
Paragraph 2 : Exceptions
Sub-section 2 : Decisions relating to a variation of capital.
Paragraph 1 : Increase of capital
Paragraph 2 : Reduction of capital
Paragraph 3 : Variation of shareholders' equity
Sub-section 3 : Transformation of the company
CHAPTER 4 : AUDIT OF THE COMPANY
Section 1 : Appointment of an auditor
Sub-section 1 : Companies concerned
Sub-section 2 : The auditor
Sub-section 3 : Incompatibilities
Sub-section 4 : Term of office of the auditor
Sub-section 5 : Penalties attendant on appointment or working conditions
Section 2 : Conditions governing the performance of the duties of auditor
TITLE 3 : MERGER-SCISSION
TITLE 4 : DISSOLUTION OF A PRIVATE LIMITED COMPANY
BOOK 4 : PUBLIC LIMITED COMPANY
TITLE 1 : GENERAL PROVISIONS
SUB-TITLE 1 : FORMATION OF A PUBLIC LIMITED COMPANY
CHAPTER 1 : GENERAL
Section 1 : Definition
Section 2 : Authorized capital
CHAPTER 2 : FORMATION WITHOUT CONTRIBUTION IN KIND AND WITHOUT STIPULATION OF SPECIAL BENEFITS
Section 1 : Preparation of allotment letters
Section 2 : Deposit of funds and notarial statement of subscription and payment
Section 3 : Drawing up of the Articles of Association
Section 4 : Withdrawal of funds
CHAPTER 3 : FORMATION WITH CONTRIBUTION IN KIND AND/OR STIPULATION OF SPECIAL BENEFITS
Section 1 : Principle
Section 2 : Intervention of shares auditor
Section 3 : Constituent general meeting
SUB-TITLE 2 : ADMINISTRATION AND MANAGEMENT OF A PUBLIC LIMITED COMPANY
CHAPTER 1 : GENERAL PROVISIONS
CHAPTER 2 : PUBLIC LIMITED COMPANY WITH BOARD OF DIRECTORS
Section 1 : Board of directors
Sub-Section 1 : Composition of board of directors
Paragraph 1 : Number and appointment of directors
Paragraph 2 : Term of office of directors
Paragraph 3 : Nomination of the permanent representative of a corporate body that is member of the board of directors and his term of office
Paragraph 4 : Elections
Paragraph 5 : Vacancy on the board of directors
Paragraph 6 : Remuneration
Paragraph 7 : End of the duties of director
Sub-section 2 : Powers of the board of directors
Paragraph 1 : Scope
Paragraph 2 : Regulated agreements
Paragraph 3 : Securities, guarantees and sureties
Paragraph 4 : Forbidden agreements
Paragraph 5 : Other powers of the board of directors
Sub-section 3 : Functioning of the board of directors
Paragraph 1 : Convening and proceedings of the board of directors
Paragraph 2 : Report of the board of directors
Section 2 : Chairman and Managing Director
Paragraph 1 : Appointment and term of office
Paragraph 2 : Duties and remuneration of the chairman and managing director
Paragraph 3 : Impediment and dismissal of the chairman and managing director
Paragraph 4 : Assistant managing director
Section 3 : Chairman of the board of directors and general manager
Sub-Section 1 : Chairman of the board of directors
Paragraph 1 : Appointment and term of office of the chairman of the board of directors
Paragraph 2 : Duties and remuneration of the chairman of the board of directors
Paragraph 3 : Impediment and dismissal of the chairman of the board of directors
Sub-section 2 : General Manager
Paragraph 1 : Appointment and term of office of the general manager
Paragraph 2 : Duties and remuneration of the general manager
Paragraph 3 : Impediment and dismissal of the general manager
CHAPTER 3 : PUBLIC LIMITED COMPANY WITH MANAGING DIRECTOR
Section 1 : General provisions
Section 2 : Appointment and mandate of the managing director
Section 3 : Duties and remuneration of the managing director
Section 4 : Regulated agreements
Section 5 : Securities, guarantees and sureties
Section 6 : Forbidden agreements
Section 7 : Impediment and dismissal of the managing director
Section 8 : Assistant managing director
SUB-TITLE 3 : GENERAL MEETINGS
CHAPTER 1 : RULES COMMON TO ALL MEETINGS OF SHAREHOLDERS
Section 1 : Convening of the meeting
Section 2 : Communication of documents
Section 3 : Holding of the general meeting
Section 4 : Representation of shareholders and voting rights
CHAPTER 2 : ORDINARY GENERAL MEETING
Section 1 : Powers
Section 2 : Meeting, quorum and majority
CHAPTER 3 : EXTRAORDINARY GENERAL MEETING
Section 1 : Powers
Section 2 : Meeting, quorum and majority
CHAPTER 4 : SPECIAL MEETING
Section 1 : Powers
Section 2 : Meeting, quorum and majority
CHAPTER 5 : SPECIAL CASE OF A PUBLIC LIMITED COMPANY WITH A SINGLE SHAREHOLDER
SUB-TITLE 4 : VARIATION OF CAPITAL
CHAPTER 1 : GENERAL PROVISIONS
Section 1 : Conditions for increase of capital
Section 2 : Pre-emptive right of subscription
Paragraph 1 : Usufruct
Paragraph 2 : Withdrawal of pre-emptive right of subscription
Section 3 : Issue price and report
Section 4 : Renunciation of the pre-emptive right of subscription
Section 5 : Publicity prior to subscription
Section 6 : Preparation of an allotment letter
Section 7 : Paying up of shares
Section 8 : Notarial statement of subscription and payment
Section 9 : Withdrawal of funds
CHAPTER 2 : SPECIAL PROVISIONS RELATING TO INCREASES OF CAPITAL BY CONTRIBUTIONS IN KIND AND/OR BY SPECIAL BENEFITS
CHAPTER 3 : REDUCTION OF CAPITAL
CHAPTER 4 : SUBSCRIPTION - PURCHASE ACCEPTANCE BY THE COMPANY OF ITS OWN SHARES AS SECURITY
CHAPTER 5 : REDEMPTION OF CAPITAL
Section 1 : Conditions of redemption
Section 2 : Rights attached to redeemed shares and conversion of redeemed shares into capital shares
SUB-TITLE 5 : VARIATION OF SHAREHOLDERS' EQUITY
SUB-TITLE 6 : MERGER, SCISSION AND TRANSFORMATION
CHAPTER 1 : MERGER AND SCISSION
Section 1 : Merger
Section 2 : Scission
CHAPTER 2 : TRANSFORMATION
SUB-TITLE 7 : AUDIT OF PUBLIC LIMITED COMPANIES
CHAPTER 1 : CHOICE OF AUDITOR AND HIS ALTERNATE
CHAPTER 2 : APPOINTMENT OF THE AUDITOR AND HIS ALTERNATE
CHAPTER 3 : TASK OF THE AUDITOR
Section 1 : Obligations of the auditor
Section 2 : Rights of the auditor
CHAPTER 4 : LIABILITY OF THE AUDITOR
CHAPTER 5 : TEMPORARY OR PERMANENT IMPEDIMENT OF THE AUDITOR
SUB-TITLE 8 : WINDING-UP OF PUBLIC LIMITED LIABILITY COMPANIES
SUB-TITLE 9 : CIVIL LIABILITY
CHAPTER 1 : LIABILITY OF FOUNDERS
CHAPTER 2 : LIABILITY OF DIRECTORS
TITLE 2 : TRANSFERABLE SECURITIES
CHAPTER 1 : COMMON PROVISIONS
Section 1 : Definition
Section 2 : Form of securities
Section 3 : Pledging of securities
CHAPTER 2 : PROVISIONS RELATING TO SHARES
Section 1 : Different forms of shares
Section 2 : Rights attached to shares
Paragraph 1 : Voting rights
Paragraph 2 : Right to dividend
Paragraph 3 : Pre-emptive right of subscription.
Section 3 : Negotiability of shares
Section 4 : Transfer of shares.
Section 5 : Limitations to the transfer of shares.
Section 6 : Pledging of shares
Section 7 : Failure to pay up shares
Section 8 : Redemption of shares
CHAPTER 3 : PROVISIONS RELATING TO BONDS
Section 1 : General provisions
Paragraph 1 : Definition.
Paragraph 2 : Conditions of issue.
Paragraph 3 : Group of bondholders
Section 2 : General meeting of bondholders.
Paragraph 1 : Convening.
Paragraph 2 : Compulsory information
Paragraph 3 : Agenda
Paragraph 4 : Representation.
Paragraph 5 : Conduct of meetings
Paragraph 6 : Voting rights
Paragraph 7 : Decisions of the meeting
Paragraph 8 : Individual bondholders' rights
Paragraph 9 : Guarantees granted to bonds.
CHAPTER 4 : OTHER TRANSFERABLE SECURITIES
TITLE 3 : PROVISIONS SPECIFIC TO PUBLIC LIMITED COMPANIES CALLING FOR PUBLIC CAPITAL
CHAPTER 1 : GENERAL PROVISIONS
CHAPTER 2 : FORMATION OF A COMPANY
CHAPTER 3 : FUNCTIONING OF THE COMPANY
Section 1 : Administration of the company.
Section 2 : Shareholders' meetings
Section 3 : Modification of registered capital
Section 4 : Investment of bonds
Section 5 : Bondholders' meetings
Section 6 : Publicity
Sub-section 1 : Annual publicity
Sub-section 2 : Publicity at the end of the first half of the year
Sub-section 3 : Publicity - Subsidiaries of listed companies
BOOK 5 : THE JOINT VENTURE
TITLE 1 : GENERAL PROVISIONS
TITLE 2 : RELATIONS AMONG PARTNERS
TITLE 3 : RELATIONS WITH THIRD PARTIES
TITLE 4 : WINDING UP OF THE COMPANY
BOOK 6 : DE FACTO PARTNERSHIP
BOOK 7 : THE ECONOMIC INTEREST GROUP
TITLE 1 : GENERAL PROVISIONS
TITLE 2 : ADMINISTRATION
TITLE 3 : AUDIT
TITLE 4 : TRANSFORMATION
TITLE 5 : DISSOLUTION
PART 3 : PENAL PROVISIONS
TITLE 1 : OFFENCES RELATING TO THE FORMATION OF COMPANIES
TITLE 2 : OFFENCES RELATING TO THE MANAGEMENT, ADMINISTRATION AND DIRECTING OF COMPANIES
TITLE 3 : OFFENCES RELATING TO GENERAL MEETINGS
TITLE 4 : OFFENCES RELATING TO VARIATION OF THE CAPITAL OF PUBLIC LIMITED COMPANIES
CHAPTER 1 : INCREASE OF CAPITAL
CHAPTER 2 : REDUCTION OF CAPITAL
TITLE 5 : OFFENCES RELATING TO THE AUDIT OF COMPANIES
TITLE 6 : OFFENCES RELATING TO THE DISSOLUTION OF COMPANIES
TITLE 7 : OFFENCES RELATING TO THE LIQUIDATION OF COMPANIES
TITLE 8 : OFFENCES RELATING TO PUBLIC CALL FOR CAPITAL
PART 4 : FINAL AND TRANSITIONAL PROVISIONS
BOOK 1 : MISCELLANEOUS PROVISIONS
BOOK 2 : TRANSITIONAL AND FINAL PROVISIONS
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