The Council of Ministers of the Organization for the Harmonization of Business Law in Africa (OHADA),

Mindful of the Treaty on the Harmonization of Business Law in Africa, in particular Articles 2, 5, 6, 7, 8, 9, 10, 11 and 12 thereof;

Mindful of the report of the OHADA Permanent Secretariat and the observations of the Contracting States;

Mindful of the opinion of the Common Court of Justice and Arbitration dated 7 April 1997;

The Contracting States present have deliberated upon and unanimously adopted the Uniform Act set out below:

Every commercial company, including those in which the State or a corporate body governed by public law is a partner, whose registered office is located on the territory of one of the Contracting States to the Treaty on the Harmonization of Business Law in Africa (hereinafter referred to as "Contracting States") shall be subject to the provisions of this Uniform Act.

All economic interest groups shall equally be subject to the provisions of this Uniform Act.

Besides, commercial companies and economic interest groups shall be subject to the laws which are not contrary to the provisions of this Uniform Act applicable in the Contracting States of their registered office.

The provisions of this Uniform Act are mandatory, except in cases where the Act explicitly authorizes a sole partner or the partners of a company to substitute contractual provisions between them for those of this Uniform Act or to supplement the provisions of this Uniform Act with their own provisions.

Any persons, whatever their nationality, wishing to engage in a commercial activity in the form of a company on the territory of one of the Contracting States, shall choose a form of company which suits the activity envisaged from among those provided for by this Uniform Act.

The persons referred to in the preceding paragraph may also elect, under the conditions provided for by this Uniform Act, to form an economic interest group.

A commercial company shall be formed by two or more persons who agree, by contract, to assign assets in cash or in kind to an activity for the purpose of sharing profits or benefiting from savings that may derive therefrom. The partners of the company shall accept to bear losses under the conditions stipulated in this Uniform Act.

A commercial company shall be formed in the common interest of the partners.

A commercial company may also be created, as provided by this Uniform Act, by a single person, referred to a "sole proprietor", on the basis of a written document.

The commercial nature of a company shall be determined by its form or object.

Private Companies, Sleeping Partnerships, private limited companies and public limited companies are commercial companies by virtue of their form, irrespective of their object.

Any natural person or corporate body may be a partner in a commercial company where he is not subject to any prohibition, incapacity or incompatibility as defined notably in the Uniform Act Relating to General Commercial Law.

Minors and legally incapacitated persons may not be partners in a company where their liability for the company's debts exceeds their contributions.

A husband and wife may not be partners in a company in which they shall be indefinitely or jointly and severally liable for the company's debts.

The Articles of Association shall be established by a notarial deed or by any other instrument that ensures legal validity in the State of the company's registered office. Such instrument, together with a certification of the writing and signatures of all the parties, shall be deposited as originals in a notary's office. They may be amended only by the same procedure.

Where the Articles of Association are drawn up in a private document, as many original copies shall be established as shall be needed to deposit one copy in the company's registered office and to fulfil all the required formalities. A copy of the Articles of Association on plain unheaded paper shall be given to each partner. However, in the case of Private Companies and Sleeping partnerships, one original copy shall be given to each partner.

The Articles of Association shall either be a partnership deed, in the case where there are several partners, or a unilateral deed of intent, in the case of a sole proprietor.

The Articles of Association shall contain the following information:

(1) the form of the company;

(2) the name of the company, followed by its acronym where necessary;

(3) the nature and field of the company's activity which constitute its object;

(4) the company's registered office;

(5) its duration;

(6) the identity of contributors in cash and, for each of them, the amount of their contribution and the number and value of the shares handed over in exchange for each contribution;

(7) the identity of contributors in kind, the nature and value of the contribution made by each of them, the number and value of the shares handed over in exchange for each contribution;

(8) the identity of persons enjoying special benefits and the nature of such benefits;

(9) the amount of the registered capital;

(10) the number and value of shares issued, stating, where necessary, the various classes of shares;

(11) the provisions relating to the distribution of profits, the constitution of reserves and the distribution of the bonus after liquidation;

12) the rules governing the functioning of the company.

Every company shall have a name which shall be mentioned in its Articles of Association.

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

A company may not take the name of another company which is already registered in the Trade and Personal Property Credit Register.

The company name shall appear on all deeds and documents from the company to third parties, especially letters, bills, notices and various publications. It shall be preceded or followed immediately by an indication of the form of the company, the amount of its registered capital, the address of its registered office and its registration number in the Trade and Personal Property Credit Register.

The company name may be changed under the conditions stipulated in this Uniform Act for amending the Articles of Association for each form of company.

Every company shall have an object which shall constitute the company's activity and which shall be identified and described in the Articles of Association..

Every company shall have a lawful object.

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

The company's object may be changed under the conditions stipulated in this Uniform Act for amending the Articles of Association for each company.

Every company shall have a registered office which shall be indicated in the Articles of Association.

Partners shall decide on the location of the registered office either at the company's principal place of activity, or at the place where its administrative and financial services are concentrated.

The registered office may not consist solely in a postal address. It shall be localized by an address and or a specific and adequate geographic indication.

Third parties may rely on the statutory registered office but it may not be relied upon by the company as against them where the real registered office is located elsewhere.

The registered office may be changed under the conditions stipulated in this Uniform Act for amending the Articles of Association for each form of company. However, it may be transferred to a different location in the same town by a simple decision of the company's management or administration.

Every company shall be set up for a duration which shall be indicated in the Articles of Association.

The duration of the company may not exceed ninety-nine years.

The existence of a company shall begin on the date on which it is entered in the Trade and Personal Property Credit Register, unless otherwise provided by this Uniform Act.

The expiry of the term shall entail the automatic dissolution of the company, unless an extension has been decided upon the conditions laid down in Articles 32 et seq. of this Uniform Act.

The duration of the company may be changed under the conditions laid down in this Uniform Act for the amendment of the Articles of Association for each form of company.

The existence of a company may be extended one or more times.

The extension of the duration of the company shall be done under the conditions laid down in this Uniform Act for the amendment of the Articles of Association for each form of company.

The extension of the duration of a company shall not entail the creation of a new legal entity.

The partners shall be consulted at least one year before the date of expiry of the company to decide whether or not to extend the duration of the company.

Failing this, any partner may request the president of the competent court within whose jurisdiction the registered office is located to designate, by summary proceedings, a legal representative to initiate the consultation provided for in the preceding article.

Each partner shall contribute to the capital of the company.

Each partner shall owe the company what he has pledged to contribute in cash or in kind.

In return for their contribution, the partners shall receive shares issued by the company, as defined in Article 51 of this Uniform Act.

The provisions of this chapter shall apply to contributions made during the existence of the company, at the time of an increase of capital.

Each partner may contribute to the company:

1) money, as a contribution in cash;

2) services, as a supply of labour;

3) rights on movable or immovable, tangible or intangible property, as a contribution in kind.

Any other contribution shall be forbidden.

Contributions in cash shall be effected by the partner transferring to the company the ownership of the amount of money that he has pledged to contribute.

Unless otherwise provided in this Uniform Act, contributions in cash shall be fully paid up at the time of formation of the company.

The only cash contributions that shall be considered as fully paid up are those over which the company has acquired ownership and which are fully and finally placed in its coffers.

In case of a delay in payment, the balance due to the company shall automatically bear interest at the official rate from the date on which the payment was due, without prejudice to the payment of damages, if any.

Contributions in cash at the time of an increase of capital of a company may, unless forbidden by the Articles of Association, be realized through off-set with an unquestionable, liquid and due claim on the company.

Contributions in kind shall be made by the transfer of real or personal rights in the property contributed and the effective conveyance to the company of the property to which those rights are attached.

Contributions in kind shall be fully paid up at the time of formation of the company.

Where the contribution is in the form of property, the contributor shall stand security for the company as a vendor for the buyer.

Where the contribution is in the form of a leasehold, the contributor shall stand security for the company like a lessor for the lessee. However, where the contribution is in the form of interchangeable goods or any other property which normally needs to be renewed during the existence of the company, the contract shall transfer ownership of the property to the company, on condition that it gives an equal quantity, quality and value in return. In that case, the contributor shall stand security for the company under the conditions provided in the preceding article.

Contribution by property or a right subject to publication before it may be relied upon as against third parties may be published before the company is registered. The retroactive effect of this formality can only begin from the date the company is registered.

The partners shall evaluate the contributions in kind.

In the cases provided for by this Uniform Act, such evaluation shall be checked by a contributions assessor.

The Articles of Association shall make provision for the evaluation of contributions in kind, under the conditions laid down in this Uniform Act.

A company shall issue shares in return for its partner's contributions. Such shares shall represent the partners' rights and shall be referred to as shares in joint-stock companies, and stocks in the other companies.

Company shares shall be personal property.

Company shares shall confer on their holders the following rights and obligations:

(1) a right to a share of the company's profits whenever they are distributed;

(2) a right to the company's net assets when shared following the dissolution of the company or where the company's share capital is reduced;

(3) where necessary, the obligation to share in the company's losses under the conditions laid down for each form of company;

(4) the right to participate in and vote on the collective decisions of the partners, unless otherwise provided by this Uniform Act for certain classes of shares.

Unless otherwise provided in the Articles of Association, the rights and obligations of each partner as stipulated in Article 53 of this Uniform Act shall be proportional to the amount of his contributions, whether such contributions were made during the formation of the company or during the existence of the company.

However, provisions attributing all of the company's profits to a partner, or exonerating a partner from all liability for losses, as well as those excluding a partner from sharing in the profits or charging all losses to one partner shall be deemed to be unwritten.

The rights referred to in Article 53 of this Uniform Act shall be exercised under the conditions laid down for each form of company. Such rights may only be suspended or cancelled by express provisions of this Uniform Act.

The shares issued by a company shall have the same face value

Company stocks shall be transferable. Shares shall be transferable or negotiable

Public limited companies shall issue negotiable shares.

It shall be forbidden for companies other than those referred to in paragraph one of this article to issue such shares, under penalty of the contracts signed or the shares issued being null and void. It shall also be forbidden for such companies to underwrite the issue of negotiable instruments, under penalty of such underwriting being null and void.

Where there is provision for a partner's rights to be transferred or redeemed by the company, the value of such rights shall be determined, where the parties fail to agree, by an expert designated either by both parties or, failing that, by order of the competent court through summary proceedings.

In the case of companies in which sole proprietorship is not allowed by this Uniform Act, the ownership of all the shares by a single person shall not entail the automatic dissolution of the company. Any party concerned may petition the president of the competent court for such dissolution where the situation is not regularized within a period of one year. The court may grant the company a maximum period of six months to regularize the situation. It may not order the dissolution where, on the date of ruling on the merits of the case, the situation has been regularized.

Every company shall have a registered capital which shall be indicated in its Articles of Association, in accordance with the provisions of this Uniform Act.

The registered capital shall represent the amount of capital contributions made by the partners to the company, plus, where necessary, capitalization of reserves, profits or issue premiums.

In return for the contributions, the company shall allot to each contributor, shares of a value equal to the value of his contributions.

In return for the capitalization of reserves, profits and issue premiums, the company shall issue shares or raise the face value of existing shares. These two procedures may be carried out concurrently.

The registered capital shall be divided into shares or stocks, depending on the form of the company.

The amount of the registered capital shall be freely determined by the partners.

However, this Uniform Act may fix a minimum registered capital according to the form or object 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 validly formed.

Where, after being formed, the company's capital drops to an amount below the minimum fixed by this Uniform Act for that form of company, the company shall be dissolved, unless the capital is raised to an amount at least equal to the fixed minimum amount, under the conditions stipulated by this Uniform Act.

The registered capital shall be fixed. However, it may be increased or reduced under the conditions laid down by this Uniform Act for the amendment of the Articles of Association of each form of company.

The registered capital may be increased where new contributions are made to the company or where reserves, profits and issued premiums are capitalized.

The registered capital may be reduced under the conditions laid down by this Uniform Act, by refunding part of the partners' contributions or by imputing losses to the company.

Where this Uniform Act authorizes the reduction of capital by the refund of part of the partners' contributions, this may be done either by a cash refund or by allotment of assets.

Reduction of capital shall be subject to the conditions stipulated in Articles 65 and 66 of this Uniform Act.

The Articles of Association may be amended under the conditions stipulated by this Uniform Act for each form of company.

A partner's commitments may, under no circumstances, be increased without his consent.

The founders and first members of the management organs of the company, directors and managing directors shall deposit at the Trade and Personal Property Credit Register a declaration in which they describe all the actions carried out towards the regular formation of the company and by which they affirm that such formation has been carried out in conformity with this Uniform Act.

This document shall be referred to as the "declaration of regularity and conformity". It shall be presented under penalty of rejection of the application for registration of the company in the Trade and Personal Property Credit Register.

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

The provisions of the preceding article shall not apply where a notarial statement of subscription and payment has been drawn up and deposited under the conditions stipulated by this Uniform Act and by the Uniform Act relating to General Commercial Law.

Where the Articles of Association do not contain all the information stipulated by this Uniform Act or where a formality prescribed by this Act for the formation of the company is neglected overlooked or is improperly fulfilled, any interested party may petition the competent court within whose area of jurisdiction the company's registered office is located to order, under financial compulsion, the proper formation of the company. The public prosecutor may also initiate action to the same end.

The provisions of Articles 73 and 74 of this Uniform Act shall apply in the case of amendment of the Articles of Association.

The action for regularization shall lapse after a period of three years from the date of registration of the company or from the date of publication of the deed amending its Articles of Association.

The founders, as well as the first members of the management organs of the company, directors or managing director shall be jointly and severally liable for torts deriving either from the omission of a mandatory detail in the Articles of Association, or from the omission or improper fulfilment of a prescribed formality in the formation of the company.

In the event of amendment of the Articles of Association, the members of the management organs, directors or managing directors in office at the time shall incur the same liabilities as those laid down in the preceding article.

The liability action provided in Articles 78 and 79 of this Uniform Act shall lapse after five years from the date of registration of the company or of publication of the act to amend the Articles of Association, as the case may be.

The following shall be deemed to be making a public call for capital:

- companies whose shares are listed on the stock exchange of a Contracting State, from the date of registration of such shares;

- companies which, in order to offer any type of shares to the public in a Contracting State, resort to credit establishments or stock brokers, or use any form of publicity or canvassing.

There shall equally be a public call for capital where the shares are distributed beyond a radius of one hundred (100) persons. In determining this figure, each company or collective bodies investing transferable securities shall be considered as a single entity.

It shall be forbidden for companies not authorized by this Uniform Act to launch public calls for capital by registering their securities on the stock exchange of a Contracting State or by investing their shares as part of an issue.

The share offer referred to in Article 81 of this Uniform Act shall mean the investment of shares either in the form of an issue or a transfer.

A company whose registered office is located in a Contracting State may invest its shares in one or more other Contracting States by making public offers. In such case, it shall be subject to the provisions of Articles 81 to 96 of this Uniform Act in the Contracting State of its registered office and in said other Contracting States.

Where the public offer of shares is not made by the issuer, the company making the offer shall be subject to the provisions of Articles 81 to 96 of this Uniform Act in the Contracting State of the issuer and in the other Contracting States where the public offer is made.

Where a company whose registered office is located in one Contracting State launches a public issue in another Contracting State, one or more credit establishments in that other Contracting State shall guarantee the proper performance of the operation where the total amount of the offer is more than fifty million (50 000 000) CFA francs.

Such a company shall, in any case, be required to have financial backing for the operation from one or more credit establishments in that other Contracting State.

Where the total amount of the operation exceeds 50,000,000 (fifty million) CFA francs, the company shall designate, from the list of auditors in that other Contracting State, one or more auditors to verify the financial statements. The auditor(s) shall sign the information document provided in Article 86 of this Uniform Act, amended or supplemented, as the case may be, in accordance with the provisions of Article 90 of this Uniform Act.

Any company which makes public calls for capital shall, first of all, publish in the Contracting State of the registered office of the issuer and, where necessary, in every other Contracting State where the call for capital is launched, a document aimed at informing the public and dealing with the organization, financial situation, activity and prospects of the issuer as well as the rights attached to the securities being offered to the public.

Where a company makes public calls for capital in a Contracting State other than that of its registered office, the information document presented to the authorities referred to in Article 90 of this Uniform Act shall contain information specific to the market of that Contracting State.

Such information shall, in particular, deal with the income tax schedule, the establishments which provide financial backing to the issuer in that Contracting State, and the manner of publication of notices intended for investors.

The information document shall contain a detailed presentation of the financial guarantors referred to in Article 85 of this Uniform Act, who, in turn, shall provide the same information as the company whose securities are being offered, with the exception of information relating to the shares to be offered to the public.

Some information may not be included in the information document where:

(1) such information is of lesser importance and is unlikely to influence the appraisal of the assets, financial situation, performance or prospects of the issuer;

(2) disclosure of such information is contrary to public interest;

(3) disclosure of such information may cause serious harm to the issuer and where failure to publish same would not mislead the public;

(4) the person making the offer is not the issuer and does not have access to such information.

The investment memorandum may refer to any other information document approved by the authorities referred to in Article 90 of this Uniform Act less than one year before where the said document was drawn up 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 of this Uniform Act.

The approved investment memorandum shall then be supplemented by an operation memorandum comprising:

(1) information on the shares offered;

(2) any accounting data published after the initial approval;

(3) data on new significant events likely to influence the evaluation of the shares being offered.

The draft information document shall be submitted for the approval of the stock exchange control authority in the Contracting State of the issuer's registered office and, where necessary, in the other Contracting States in which the public calls for capital are made. Where there is no such authority, it shall be submitted to the minister in charge of finance of the Contracting States for endorsement.

The said authorities shall ensure that the operation does not contain any irregularities and does not entail acts contrary to the interests of investors in the Contracting States of the issuer's registered office and, where necessary, in the other Contracting States in which the public call is made.

The authorities shall indicate the statements to be corrected or details to be included. They may also request explanations or justification, particularly as concerns the situation, activity and performance of the company. They may request that the auditors carry out further investigations at the expense of the company, or a review by an independent expert designated with their approval, where they feel the auditors are not diligent enough.

They may request that a warning drafted by them be included in the information document. They may also ask for any appropriate guarantees in pursuance of Article 85 of this Uniform Act.

The authorities referred to in this article shall grant the approval provided for in paragraph one within a period of one month following the date of acknowledgement of receipt of the information document. This time limit may be extended to two months where the authorities request further investigations. The acknowledgement of receipt of the information document shall be issued on the day the document is received.

Where the stock exchange control authority or, failing this, the minister in charge of finance decides not to grant the approval, the company shall be notified of the reasons therefor within the same time limit.

Approval shall not be granted where the demands made by the stock exchange control authority or, failing this, the minister in charge of finance of the Contracting State of the issuer's registered office and, where necessary, of the other Contracting States in which the public calls for capital are not met, or where the operation entails acts contrary to the interests of the investors in the Contracting State of the registered office or, where necessary, of the other Contracting States where the public call is made.

Where important new events likely to affect the evaluation of the public issue occur between the date of approval and the beginning of the planned operation, the issuer or the initiator of the offer shall draw up an additional updated document which, before circulation, shall be submitted for approval to the stock exchange control authority or, failing this, the minister in charge of finance of the Contracting State of the issuer's registered office and, where necessary, of the other Contracting States in which the public issue is launched.

The information document shall be effectively circulated in the following forms in the Contracting State of the issuer's registered office and, where necessary, in the other Contracting States where the public call is made:

1) publication in newspapers empowered to publish legal notices;

2) placement of a brochure at the disposal of any person wishing to consult it at the registered office of the issuer and in the institutions providing financial backing for the securities; a copy of the document shall be sent free of charge to any interested party.

Advertisements of the operation shall mention the existence of the approved information document and how to obtain one.

An information document shall not be required where:

(1) the offer is intended for persons within the framework of their professional activities;

(2) the total amount of the offer is less than fifty million (50,000,000) CFA francs;

(3) the offer concerns shares or stock of collective bodies investing transferable securities other than closed-end ones;

(4) the offer is intended as transferable securities in return for contributions made during a merger or as partial contributions of capital;

(5) the issue concerns capital stock allotted freely during the payment of dividend or capitalization of reserves;

(6) the transferable securities offered come from the exercise of a right over transferable securities whose issue gave rise to the drawing up of an information document;

(7) the transferable securities are issued as a substitute for shares in the same company and their issue does not entail an increase of capital by the issuer.

The provisions of Articles 81 to 96 of this Uniform Act shall apply to any offer of security by public calls for capital, except the investment of securities by each Contracting State on its territory.

With the exception of Sleeping partnerships, all companies shall be registered in the Trade and Personal Property Credit Register.

All companies shall have a legal personality with effect from the date of registration in the Trade and Personal Property Credit Register, unless otherwise provided for in this Uniform Act.

The regular transformation of a company from one form of company into another shall not entail the creation of a new legal entity. The same shall apply to an extension of the existence of a company or any other amendments of the Articles of Association.

A company shall be deemed to be under formation where it has not yet been incorporated.

A company shall be deemed to be formed from the date of signature of its Articles of Association. Prior to its registration, the existence of the company shall not be demurrable to third parties. However, third parties may avail themselves of the existence of the company.

All persons who actively participate in transactions leading to the formation of a company shall be deemed to be founders thereof.

Their role shall begin with the first transactions or with the performance of the initial acts for the purpose of setting up the company. It shall end on the date on which the Articles of Association are signed by all the partners or the sole proprietor.

The founders of a company shall be domiciled on the territory of one of the Contracting States.

Such domicile shall not consist solely in the possession of a postal address. It shall comprise an address or specific and adequate geographic indications.

From the date of signature of the Articles of Association, company executives shall take over from the founders. Company executives shall act on behalf of the company already formed but not yet entered in the Trade and Personal Property Credit Register.

The powers and obligations of company executives shall be defined in accordance with the provisions of this Uniform Act and, where necessary, by the Articles of Association.

Between the date on which a company is formed and that on which it is entered in the Trade and Personal Property Credit Register, relations among the partners shall be governed by the Partnership deed and by general rules of law in matters of contracts and obligations.

Acts done and commitments entered into by the founders on behalf of a company under formation, before it is incorporated, shall be brought to the attention of the partners before signature of the Articles of Association where the company does not make a public call for capital during the initial meeting of shareholders, where the contrary applies.

Such acts and commitments shall be detailed in a statement referred to as "Statement of acts done and commitments made on behalf of the company under formation", with indications, for each of them, of the nature and extent of the company's liabilities should it decide to take them over.

In the case of companies formed without a constituent meeting, the statement of acts and commitments referred to in Article 106 above shall be appended to the Articles of Association. Where the partners sign the Articles of Association and the statement, the company shall be deemed to have taken over the contracts and commitments described in the statement with effect from the date the company is entered in the Trade and Personal Property Credit Register.

Acts done and commitments entered into on behalf of the company during its formation may also be taken over by the company after its incorporation provided they are approved at an ordinary meeting of shareholders, under the conditions laid down by this Uniform Act for each form of company, unless otherwise provided for by the Articles of Association. The meeting shall be fully informed of the nature and scope of each of the acts and commitments being proposed for take-over by the company. The persons who signed such acts and commitments shall not vote and their votes shall not be taken into account in determining the quorum and the majority.

In the case of a company formed by a constituent meeting, the take-over of pre-incorporation acts and commitments shall be the subject of a special resolution taken during the constituent meeting, under the conditions laid down by this Uniform Act.

Acts and commitments taken over by a duly constituted and registered company shall be deemed to have been made by the company from the origin.

Acts and commitments not taken over by the company under the conditions laid down by this Uniform Act shall not be binding on the company and the persons who made them shall have unlimited liability for the obligations they entail.

The partners may, in the Articles of Association or in a separate deed, grant powers to one or more company executives, depending on the case, to enter into commitments on behalf of the company which, though fully formed, has not yet been entered in the Trade and Personal Property Credit Register, provided that such commitments are defined and their scope specified in the terms of reference. The subsequent registration of the company in the Trade and Personal Property Credit Register shall entail the taking over of such commitments.

Any acts done beyond the scope of their terms of reference or are unrelated to such terms may be taken over by the company provided they have been approved by an ordinary meeting of shareholders under the conditions laid down by this Uniform Act for each type of company, unless otherwise provided by the Articles of Association. The partners involved in such acts shall not be entitled to vote and their votes shall not be taken into account for determining the quorum and the majority.

The provisions of Article 110 of this Uniform Act shall apply.

Notwithstanding the preceding provisions, the partners may agree not to register the company which shall then be referred to as "Sleeping partnership". It shall not have a legal personality.

Sleeping partnership shall be governed by the provisions of Articles 854 et seq. of this Uniform Act.

Where, contrary to the provisions of this Uniform Act, the Articles of Association or, where necessary, the unilateral deed of intent is not established in writing and, consequently, that the company cannot be registered, the company shall be referred to as a "de facto company". It shall not have a legal personality.

A de facto company shall be governed by the provisions of Articles 864 et seq. of this Uniform Act.

A branch shall be a commercial, industrial or service-providing establishment which belongs to a company or a natural person and which has been granted a certain degree of autonomy in its management.

The branch shall not have a separate legal personality distinct from that of the parent company or the natural person who owns it.

The rights and obligations arising from its activities or its existence shall be part of the estate of the company or the natural person who owns it.

The branch may be an establishment of a foreign company or natural person. Subject to international agreements or laws to the contrary, the branch shall be governed by the law of the Contracting State in which it is located.

The branch shall be registered in the Trade and Personal Property Credit Register in accordance with the provisions organizing the said register.

Where the branch is owned by a foreigner, it shall be attached to a company in existence or to be created, governed by the laws of one of the Contracting States not later that two years after the branch is set up, unless this obligation is waived by order of the minister in charge of trade in the Contracting State in which the branch is located.

Members of the management organs of the company, directors and managing directors shall, within the limits provided by this Uniform Act for each form of company, have full powers to commit the company with respect to third parties without having to show proof of a special instrument granting such powers. Any limitation of their legal powers by the Articles of Association shall not be demurrable to third parties.

The company shall be bound by the acts of its managers, directors and administrators which are unrelated to the company's object, unless it can prove that the third party was aware of this fact, or that, given the circumstances, the third party could not have overlooked it; publication of the Articles of Association shall not alone suffice to constitute such proof.

With respect to relations between partners and subject to specific legal provisions for each form of company, the Articles of Association may limit the powers of managers, directors and administrators.

Such limitations shall not be demurrable to third parties acting in good faith.

The appointment, dismissal or resignation of company executives shall be published in the Trade and Personal Property Credit Register.

Unless otherwise provided by this Uniform Act, each partner shall have a right to participate in taking joint decisions. Any contrary provisions in the Articles of Association shall be deemed to be unwritten.

A partner may be represented by an authorized person under conditions laid down by this Uniform Act and, where necessary, by the Articles of Association. Unless otherwise provided by this Uniform Act, such powers of attorney may be granted only to another partner.

This Uniform Act or the Articles of Association may restrict the number of partners and the number of votes an authorized person may represent.

Unless otherwise provided by the Articles of Association, joint owners of shares or stocks shall be represented by a single authorized person chosen from among the joint owners. Where there is disagreement, the authorized person shall, at the request of the earliest petitioner, be appointed by the competent court within whose jurisdiction the registered office is located.

Unless otherwise provided by the Articles of Association, where a share or stock is encumbered by usufruct, voting rights shall be exercised by the bare owner, except in the case of decisions on the sharing of profits where the voting rights are reserved for the beneficiary.

The voting rights of each partner shall be proportional to the company shares he holds, unless otherwise provided by this Uniform Act.

Joint decisions may be annulled for undue use of the majority powers and may commit the partners who voted for them vis-à-vis the minority shareholders.

There shall be undue use of the majority powers when the majority shareholders vote in favour of a decision which serves solely their interests, goes contrary to the interests of the minority shareholders, and cannot be justified in terms of the company's interests.

Minority partners may be liable in the event of undue use of minority powers.

There shall be undue use of minority powers where, in voting, minority shareholders object to decisions which are necessary for the company's interests and cannot show any legitimate interest in doing so.

There shall be two kinds of joint decisions: ordinary decisions and extraordinary decisions. Joint decisions shall be taken in accordance with conditions of form and substance provided for each form of company.

Under the conditions specified for each form of company, joint decisions may be reached either at a general meeting or by correspondence.

Meetings of partners shall be recorded in minutes which shall indicate the time and place of the meeting, the full names of the partners in attendance, the agenda of the meeting, documents and reports tabled for discussion, a summary of the discussions, the text of resolutions put to the vote and the outcome of such voting. The minutes shall be signed under the conditions provided by this Uniform Act for each form of company.

In case of a written consultation, mention shall be made of that fact in the minutes to which shall be appended the reply of each partner and which shall be signed in accordance with the conditions laid down by this Uniform Act for each form of company.

Unless otherwise provided in this Uniform Act, the minutes referred to in Article 134 above shall be entered in a special register kept at the registered office and shall be numbered and initialled by the competent judicial authority.

However, minutes may be recorded in serially numbered loose sheets of paper initialled as provided in the preceding paragraph and bearing the seal of the authority who initialled them. Once a sheet has been used , even partially, it shall be attached to the other used sheets. It shall be forbidden to add, expunge or invert the order of used sheets.

Minutes shall be filed at the company's registered office. Copies or extracts of minutes of partners' meetings shall be duly certified by the company's legal representative, or where there are several, by only one of them.

At the end of each financial year, the manager, the board of directors or the managing director, as the case may be, shall prepare and adopt summary financial statements in accordance with the provisions of the Uniform Act governing the organization and harmonization of accounting systems.

The manager, board of directors or the managing director, as the case may be, shall prepare a management report in which he shall describe the situation of the company during the past financial year, prospects for continued company activity, the evolution of the cash situation and the financing plan.

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

(1) a statement on sureties, securities and guarantees granted by the company;

(2) a statement of the secured debts offered by the company.

Annual summary financial statements and the management report of public limited companies and, where necessary, of private limited companies shall be forwarded to auditors at least forty-five days before the date of the ordinary general meeting.

These documents shall be tabled before the general meeting of the company which shall examine the annual summary financial statements at a session which must hold within six months from the end of the financial year.

Any changes in the presentation of summary financial statements or in the methods of evaluation, depreciation or provision in conformity with accounting rules and regulations shall be indicated in the management report and, where necessary, in the auditor's report.

The general meeting shall decide on the appropriation of income in compliance with the provisions of the law and of the Articles of Association.

It shall make the necessary allocations for the legal reserve and for statutory reserves.

The distributable profits shall be the income of the trading year, to which shall be added income brought forward less past losses and appropriations for reserves in accordance with the provisions of the law or of the Articles of Association.

The general meeting may, under the conditions set forth in the Articles of Association, decide to distribute all or part of the company's reserve funds, provided such reserves are not classified undistributable by the law or the Articles of Association. In such case, the general meeting shall specify the reserve items from which funds shall be drawn.

Except in the case of reduction of capital, no distribution of reserves to partners may be authorized where the equity capital is or may be following such distribution, lower than the capital plus reserves which may not be distributed according to the law or the Articles of Association.

After approving the summary financial statements and ascertaining the availability of distributable funds, the general meeting shall also determine:

- appropriations for optional reserves, where necessary;

- the part of the profits to be allotted to shares and to stocks, as the case may be;

- the amount to be carried forward, if any.

The amount of the profits allotted to each share or stock shall be referred to as dividend.

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

The Articles of Association may allow the allotment of a first dividend to be paid on company stocks where the general meeting establishes the existence of distributable profits, provided that such profits are sufficient to cover such payments. Dividend shall be calculated as interest on the amount of paid-up shares.

The conditions for the payment of dividends shall be laid down by the general meeting. The general meeting may delegate such power to the manager, the chairman and managing director, the general manager or the managing director, as the case may be.

Notwithstanding the above provision, the payment of dividend shall be done within a maximum period of nine months following the end of the financial year. This deadline may be extended by the president of the competent court.

Any dispute between partners or between one or more partners and the company shall be brought before a competent court of law.

The dispute may be referred for arbitration either through an arbitration clause, which may be statutory or not, or by compromise.

Where the parties so decide, the arbitrator or the arbitration tribunal, as the case may be, may pass a ruling as conciliator and without appeal.

The arbitration shall be regulated by the provisions of the Uniform Act on arbitration.

In companies other than public limited liability companies, the auditor may, by hand delivered letter against a receipt, or by registered letter with a request for acknowledgement of receipt, ask for explanations from the manager who shall be bound to respond, in accordance with the conditions and within the time limits set forth in the following articles, in respect of any matter likely to jeopardize the continued operation of the company and which the auditor noticed while examining documents forwarded to him or those he had access to in the performance of his duties.

The manager shall reply by hand-delivered letter against a receipt or by registered mail with a request for acknowledgement of receipt, within one month after receiving the auditor's request. In his reply, the manager shall give an analysis of the situation and specify, where necessary the measures envisaged.

In case of failure to comply with the provisions of Article 151 above, or where, in spite of the decisions taken, the auditor establishes that the continued operation of the company is still in jeopardy, he shall prepare a special report on the situation.

He may request, by hand-delivered letter against a receipt or by registered letter with a request for acknowledgement of receipt, that such special report be circulated to partners, or that it be tabled at the next general meeting. In such case, the manager shall circulate the said special report within eight days from the date of receipt of the auditor's request.

In a public limited company, the auditor may, by hand-delivered letter against a receipt or by registered letter with a request for acknowledgement of receipt, ask for explanations from the chairman of the board of directors the chairman and managing director or managing director, as the case may be, who shall be bound to reply under the conditions and within the time limits set forth in Article 154 below, on any matter likely to jeopardize the continued operation of the company and which the auditor noticed while examining documents forwarded to him or those to which he had access in the course of performing his duties.

The chairman of the board of directors, the chairman and managing director or the managing director, as the case may be, shall reply by hand-delivered letter against a receipt or by registered letter with a request for acknowledgement of receipt, within one month after receiving the auditor's request. In his reply he shall give an analysis of the situation and specify, where necessary, the measures envisaged.

Where there is no reply or where the reply is unsatisfactory, the auditor shall ask the chairman of the board of directors or the chairman and managing director as the case may be to convene a meeting of the board or the managing director to give an opinion on the matters raised.

The invitation referred to in the preceding paragraph shall be in the form of a hand- delivered letter against a receipt or registered letter with a request for acknowledgement of receipt dispatched within fifteen days after receiving the reply of the chairman of the board of directors, the chairman and managing director, or the managing director, as the case may be, or the observation that there is no reply within the time limits provided in the preceding article.

The chairman of the board of directors or the chairman and managing director, as the case may be, shall, within fifteen days from the date of receipt of the auditor's letter, convene the board of directors to decide on the matters raised within one month following receipt of the auditor's letter. The auditor shall be invited to the meeting of the board of directors. Where the company is administered by a managing director, he shall, within the same time limit, invite the auditor to a meeting at which he shall give his opinion on the matters raised.

An extract of the minutes of the board of directors' meeting or of the meeting with the managing director, as the case may be, shall be forwarded to the auditor within one month following the meeting.

In case of failure to comply with the provisions of the preceding article, or where, in spite of the decisions taken, the auditor establishes that the continued operation of the company is still in jeopardy, he shall prepare a special report which shall be presented at the next general meeting or, in case of an emergency, at a general meeting of shareholders which the auditor himself shall convene to submit his findings if he fails to obtain the convening of the meeting by the board of directors or the managing director, by hand-delivered letter against a receipt or by registered letter with a request for acknowledgement of receipt.

Where the auditor convenes such a meeting, he shall prepare the agenda and may, for decisive reasons, choose a place for the meeting other than that provided in the Articles of Association. He shall, in a report presented at the meeting, explain why he convened the meeting

In companies other than public limited companies, any partner who is not a manager may, two times a year, send written questions to the manager on any matters likely to jeopardize the continued operation of the company.

The manager shall reply to such questions in writing within one month, in accordance with the preceding paragraph. He shall forward copies of such questions and his reply within the same time limit to the auditor, if there is one.

In a public limited company, any shareholder may, two times per year, question the chairman of the board of directors, the chairman and managing director or the managing director, as the case may be, on matters likely to jeopardize the continued operation of the company. The reply shall be forwarded to the auditor.

The chairman of the board of directors, the chairman and managing director or the managing director, as the case may be, shall, within one month, reply to the question(s) in writing, in pursuance of the provisions of the preceding paragraph. He shall forward a copy of the question(s) and his reply to the auditor within the same time limit.

One or more partners holding at least one-fifth of the company's authorized capital may, either individually or as a group formed in any manner, petition to the president of the competent court of the registered office of the company to designate one or more experts to make a report on one or more management operations.

Where such a request is granted, the judge shall determine the scope of the mission and the extent of the powers of the experts. The experts' fees shall be borne by the company. The report shall be forwarded to the applicant and to the management, supervisory and administrative structures of the company.

Without prejudice to subsequent liability of the company, each company executive shall be individually liable to third parties for torts committed in the performance of his duties.

Where several company executives are involved in the commission of the tort, they shall be jointly and severally liable to third parties. However, as concerns the relations among the executives, the commercial court shall determine the share to be borne by each of them in apportioning damages to be paid.

An individual suit shall be an action for damages for an injury suffered by a third party or by a partner, where the latter suffers injury distinct from that which might be suffered by the company as a result of torts committed individually or collectively by company executives in the performance of their duties.

Such action shall be instituted by the person who suffered the injury.

The filing of an individual suit shall not bar a partner or several partners from instituting an action in the interest of the company for damages for injury the company might have suffered.

The competent court handling such action shall be the one within whose jurisdiction the registered office of the company is located.

Individual suits shall lapse after three years following the commission of the wrong, or following its disclosure where the wrong was hidden. For felonies, the prescription shall be ten years.

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

Where several company executives are party to the same wrongs, the commercial court shall determine the share to be borne by each executive in apportioning damages payable under the conditions provided by this Uniform Act for each form of company.

Actions in the interest of the company is action for damages suffered by the company as a result of a tort committed by a company executive or executives in the performance of their duties.

Such action shall be instituted by the company executives under the conditions provided by this Uniform Act for each form of company.

One or more partners may institute action in the interest of the company of after serving a formal notice to the competent bodies to which they fail to react within a time limit of thirty days. The applicants have ability to sue for damages for injury suffered by the company. In the event of a sentence, damages shall be awarded to the company.

Any clause in the Articles of Association which subjects the institution of action in the interest of the company to the prior notification or authorization of the general assembly, the company's management, supervisory or administrative structures, or which prescribes in advance a renunciation of the right to such action shall be deemed to be unwritten. This provision shall not bar a partner or partners who have instituted action from reaching an arrangement with the person or persons against whom action has been brought for the purpose of settling the dispute.

No decision of the meeting of partners, or of the company's management, supervisory or administrative structure may extinguish a civil liability action brought against company executives for a tort committed in the performance of their duties.

The court before which the action shall be brought shall be one within whose jurisdiction the registered office of the company is situated. An action in the interest of the company shall be barred after three years following commission of the tort, or following its disclosure where the tort was hidden. For felonies, the prescription shall be ten years.

Charges and fees resulting from an action in the interest of the company shall be borne by the company where the action is brought by one or several partners.

Institution of an action in the interest of the company shall not bar a partner from bringing action against the company for damages for an injury he might have personally suffered.

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

To have control over a company shall mean to effectively hold decision-making power within the company.

A natural person or corporate body shall be deemed to have control over a company where:

(1) he (it) holds, directly or indirectly or through an intermediary, more than half of the company's voting rights;

(2) he (it) has more than half of the company's voting rights by virtue of an agreement or agreements with other partners of the company.

Where a company holds not less than 10% of the capital of another company, the former shall, under this Uniform Act, be deemed to hold equity participation in the latter.

A public limited company or private limited company shall not hold shares or stocks in a company which holds more than 10% of its capital.

Failing agreement between the companies concerned to regularize the situation, the company with the lower share in the capital of the other shall relinquish its shares or stocks. Where both companies hold equal fractions of each other's capital, each company shall reduce its own interest in the other to not more than 10%.

The shares or stocks to be transferred shall lose their voting rights and payment of dividends attached thereto until they have been effectively transferred.

Where a company other than a public limited company or a private limited company has amongst its partners a public limited company or private limited company with more than 10% of its capital, the former shall not hold shares and stocks in the latter.

In the event that the holdings of the public limited company or private limited company in the company is equal to or less than 10%, it shall not hold more than 10% of the capital of the public limited company or private limited company.

In the two cases provided under this article, where a company other than a public limited company or a private limited company already holds shares in the said public limited company or private limited company, it shall relinquish them. The shares or company stocks to be transferred shall lose their voting rights and payment of dividends attached thereto until they are effectively transferred.

A company shall be the parent company of another where the former holds more than half the capital of the latter.

The latter shall be the subsidiary of the former.

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

(1) own separately, directly or indirectly through corporate bodies, a sufficient proportion of the joint subsidiary company's capital to warrant that no extraordinary decision be taken without their approval.;

(2) take part in the management of the joint subsidiary company.

The transformation of a company shall be an operation whereby the company changes its legal form by decision of its partners.

The normal transformation of a company shall not result in the creation of a new corporate body. It shall merely constitute an amendment of the Articles of Association and shall be subject to the same conditions of form and time limits as the company, subject to the provisions below.

Nevertheless, the transformation of a company in which the partners' liability is limited to their contributions into one in which their liability is unlimited shall be decided upon unanimously by the partners. All provisions to the contrary shall be deemed to be unwritten.

The transformation shall take effect from the day the decision to record it is taken. However, it may only be invoked against third parties after compliance with the publication formalities provided in Article 265 of this Uniform Act.

Transformation shall have no retrospective effect.

The transformation of the company shall not entail the closing of accounts where it occurs in the course of the fiscal year, unless otherwise decided by the partners.

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

The transformation decision shall put an end to the powers of the administrative or management organs of the company.

Persons who were members of such organs may claim damages for the transformation, or the cancellation thereof only where such transformation was decided with the sole aim of infringes their rights.

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

The rights and obligations contracted by the company under its old form shall remain valid under its new form. The same shall apply to guarantees, unless otherwise provided in the instrument providing the guarantees.

In case of transformation of a company in which the partners' liability is unlimited into one in which their liability is limited to their shares, creditors whose claims are prior to such transformation shall maintain their rights over the company and the partners.

The transformation of a company shall not terminate the duties of the auditor where the new corporate form requires the appointment of an auditor.

However, where such an appointment is not required, the auditor's duties shall end with the transformation, unless the partners decide otherwise.

The auditor whose duties end pursuant to the provisions paragraph two of this article shall nevertheless report on his activities for the period between the beginning of the financial year and the date of cessation of his duties to the meeting of shareholders convened to adjudicate on the accounts of the fiscal year during which the transformation took place.

Where, after transformation, the company no longer has any of the corporate forms provided in this Uniform Act, it shall lose its legal personality where it engages in any commercial activity.

A merger shall be the operation whereby two companies merge to form a single company either by creating a new company or by one company acquiring the other.

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

A merger shall entail the universal transfer to the acquiring company or the new company, of the assets of the company or companies which cease to exist as a result of merger.

A scission shall be the operation whereby the assets of a company are shared among several existing or new companies.

A company may transfer its assets through a scission to existing or new companies.

A scission shall entail the universal transfer to existing or new companies of the assets of the company which ceases to exist as a result of the scission.

A merger or scission shall entail the dissolution without liquidation of the disappearing companies, and the universal transfer to the beneficiary companies of their assets in the state in which they are on the date of wrapping up of the operation. The operation shall simultaneously lead to the acquisition by partners of the disappearing companies of the status of partner in the beneficiary companies under conditions laid down in the merger or scission contract.

The partners may eventually receive, in exchange for their contributions, a complementary financial payment which shall not exceed ten per cent of the exchange value of the shares or stocks allotted them.

However, shares or stocks in the beneficiary company may not be exchanged for the shares or stocks of the disappearing company when such shares or stocks are held either by:

(1) the beneficiary company or a person acting in his own name but on behalf of the said company; or

(2) the dissolved company or a person acting in his own name but on behalf of the said company.

A merger or a scission shall take effect:

(1) in case of the creation of one or more new companies, on the date of registration of the new company or of the last of the companies in the Trade and Personal Property Credit Register; each of the new companies shall be formed according to the rules governing the form of company adopted.

(2) in other cases, on the date of the last general meeting which approved the operation, unless the contract provides that the operation shall take effect on another date, which shall not be later than the closing date of the current fiscal year of the beneficiary company or companies, or earlier than the closing date of the last fiscal year of the company or companies transferring their assets.

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

The said document shall contain the following information:

(1) the form, name and registered office of all the participating companies;

(2) the reasons and terms of the merger or scission;

(3) a description and an evaluation of the assets and liabilities to be transferred to the acquiring or new companies;

(4) the terms of transfer of the shares or stocks and the date from which such shares or stocks give entitlement to profits, as well as any special conditions relating to such entitlement, and the date from which the operations of the acquired or split company shall be considered completed from the accounting standpoint by the companies receiving the contributions;

(5) the dates on which the accounts of the companies concerned which were used to establish the terms of the operation were adopted;

(6) the report on the exchange of company entitlements and, where necessary, the amount of the cash adjustment;

(7) the projected amount of the merger or scission bonus;

(8) the rights other than shares, the rights granted to partners having special rights, as well as special benefits, where necessary.

The draft merger or scission document shall be deposited at the registry of the commercial court of the registered offices of the said companies and shall be the subject of a notice from each of the companies involved in the operation published in a newspaper empowered to publish legal notices.

Such notice shall contain the following information:

(1) for each of the companies involved in the operation, the company name followed, where necessary, by its acronym, the form, registered office address, the amount of registered capital and the registration numbers in the Trade and Personal Property Credit Register;

(2) the company name followed, where necessary, by its acronym , the form, registered office address and the amount of the registered capital of the new company or companies which will emerge from the operation or the capital of existing companies;

(3) an evaluation of the assets and liabilities to be transferred to the acquiring or new companies;

(4) the report on the exchange of company entitlements;

(5) the projected amount of the merger or scission bonus.

The deposit at the registry and publication provided for in this article shall take place not later than one month prior to the date of the first general meeting convened to decide on the operation.

The partial transfer of assets shall be an operation whereby a company transfers an autonomous branch of activity to a pre-existing or future company. The company transferring the assets shall not cease to exist as a result of such a transfer. Partial transfer of assets shall be subject to the rules governing scissions.

Unless otherwise provided for in this Uniform Act, mergers, scissions and partial transfers of assets may take place between companies of different forms.

Such transactions shall be decided, for each of the companies concerned, under the conditions stipulated for amendment of the Articles of Association and according to the procedures laid down for increase of capital and dissolution of a company.

However, where the proposed transaction leads to an increase in the commitments of the partners or shareholders of one or more companies involved, it may only be decided unanimously by the said partners or shareholders.

Under penalty of being declared null and void, the companies taking part in a merger, scission or partial transfer of assets shall be required to deposit at the court registry a statement in which they review all the actions taken towards the conclusion of the transaction and by which they affirm that the transaction was carried out in conformity with this Uniform Act.

The merger, scission and partial transfer of assets may concern companies whose registered office is not located in the territory of one and the same Contracting State. In such case, each company concerned shall be subject to the provisions of this Uniform Act in the Contracting State of its registered office.

A company shall come to an end :

(1) on the expiry of the period for which it was formed ;

(2) on the realization or extinction of its object ;

(3) on the annulment of the company's partnership deed ;

(4) on the decision of the partners under the conditions provided for amending the Articles of Association ;

(5) upon its premature dissolution pronounced by the competent court at the request of a partner for justified reasons, notably in the case of non-performance by a partner of his obligations or misunderstanding between partners hampering the normal functioning of the company ;

(6) through a court judgement ordering the liquidation of the company's assets ;

(7) for any other reason provided by the Articles of Association.

Dissolution of a company shall have an effect on third parties only with effect from its publication in the Trade and Personal Property Credit Register.

Dissolution of a multi-partner company shall as of right entail liquidation of the company.

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

Dissolution of a company in which all the shares are held by one person shall entail a total transmission of the assets and liabilities of the company to such person without resorting to liquidation. Creditors may object to the liquidation before the competent court within a period of thirty days following its publication. The court shall reject the objection or order the settlement of debts or the provision of guarantees if the company offers any and if they are deemed sufficient. The transmission of the assets and liabilities and the winding up of the company shall be effective only after the expiry of the time limit for objection or where the objection has been declared inadmissible or if the settlement of debts has been effected or guarantees provided.

The dissolution shall be published through a notice in a newspaper empowered to publish legal notices of the place of the registered office by depositing the acts or reports deciding or recording the dissolution at the court registry and by an amendment of the entry in the Trade and Personal Property Credit Register.

The provisions of this chapter shall apply where liquidation of the company is effected out of court in accordance with the Articles of Association.

They shall equally apply where liquidation is ordered by a court decision.

However, they shall not apply where liquidation is effected within the framework of the provisions of the Uniform Act relating to the collective proceedings for the wiping up of debts.

The company shall be under liquidation as soon as it is dissolved for any reason whatsoever.

The words " company under liquidation " as well as the name(s) of the liquidator(s) shall be included in all the acts and documents issued by the company to third parties, in particular on all letters, invoices, notices and various publications.

The company shall continue to exist as a corporate body for the purpose of liquidation until publication of completion of the liquidation process.

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

(1) unanimously by the partners in case of a private company ;

(2) unanimously by the general partners and by the majority capital of partners in case of a sleeping partnership ;

(3) by the majority capital of partners in case of a private limited company ;

(4) under the quorum and majority conditions provided for extraordinary general meetings in case of a public limited company.

The liquidator may be chosen from among the partners or third parties. The liquidator may be a corporate body.

Where the partners are unable to appoint a liquidator, he may be designated by a court decision at the request of any interested party as provided for under Articles 226 and 227 of this Uniform Act.

Unless otherwise provided for by the appointment act, where several liquidators are appointed, they may exercise their duties separately.

However, they shall prepare and present a joint report.

The fees of the liquidator shall be fixed by decision of the partners or of the court designating him.

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

However, any partner may petition to the court for the dismissal of the liquidator where such petition has legitimate grounds.

The act appointing the liquidator shall be published according to the conditions and time limits stipulated in Article 266 of this Uniform Act.

The appointment and dismissal of the liquidator shall be demurrable to third parties only with effect from the date of publication.

Neither the company nor third parties shall rely on irregularity of the appointment or dismissal of the liquidator to evade from their commitments once such act has been duly published.

Except upon the unanimous consent of the partners, the transfer of all or part of the assets of a company under liquidation to a person who has had in the company the capacity of partner in name, active partner, manager, member of the board of directors, managing director or auditor may not take place except with the authorization of the competent court, the liquidator and the auditor after having been heard.

It shall be forbidden to transfer all or part of the assets of a company under liquidation to the liquidator, his employees or their spouses, ascendants or descendants.

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

(1) in private companies, unanimously by the partners ;

(2) in limited sleeping partnerships, unanimously by the general partners and by the majority capital of limited partners ;

(3) in private limited companies, by the majority required to amend the Articles of Association ;

(4) in public limited companies, under the conditions of quorum and majority required for extraordinary general meetings.

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

Failing this, the public prosecutor's office or any interested party may bring an action before the competent court within whose jurisdiction the registered office of the company is located for the liquidation of the company or, where the liquidation has started, for it to be completed.

The partners shall be convened at the end of the liquidation to take a decision on the final accounts, the discharge of the liquidator in respect of the performance of his duties and of the terms of reference and to record the close of the liquidation.

Failing this, any partner may petition to the president of the competent court, ruling in summary proceedings, to designate a representative to convene the members.

Where the meeting to close liquidation provided for in the preceding article fails to take decision or where it refuses to approve the liquidator's accounts, the competent court shall rule on the accounts and, where necessary, on the close of the liquidation in place of the meeting or partners, at the request of the liquidator or any interested party.

In such case, the liquidator shall submit his accounts at the registry of the commercial court where any interested party may examine them and obtain a copy thereof at his expense.

The final accounts drawn up by the liquidator shall be deposited at the registry of the court in charge of commercial matters, as an annex in the Trade and Personal Property Credit Register.

The decision of the meeting of partners on the liquidation accounts, the discharge of the liquidator in respect of the performance of his duties and of the terms of reference, or, failing this, the court decision referred to in the preceding article shall be appended to the Trade and Personal Property Credit Register.

Upon justification of compliance with the formalities provided for in the preceding article, the liquidator shall request the removal of the company from the Trade and Personal Property Credit Register within a period of one month from the date of publication of the close of liquidation.

The liquidator shall be liable to the company as well as third parties for the actionable wrongs resulting from any errors made by him in the exercise of his duties.

Liability action by the company or an individual against the liquidator shall lapse within a period of three years from the date of commission of the actionable wrong, or, where it was hidden, from the date of its disclosure.

However, where the act amounts to a felony, the action shall lapse within a period often years.

Any action against partners who are not liquidators or their surviving spouses, next-of-kin or assigns shall lapse within a period of five years from the date of publication of the company's dissolution in the Trade and Personal Property Credit Register.

In the absence of clauses in the Articles of Association or an express agreement between the parties, the liquidation of the dissolved company shall be carried out in accordance with the provisions of this chapter, without prejudice to the provisions of the preceding chapter.

Furthermore, a competent court through in summary proceedings may order that the liquidation shall be carried out under the same conditions at the request of :

(1) the majority of members in private companies ;

(2) partners representing not less than one-tenth of the capital in the other forms of companies having legal personality ;

(3) the company's creditors ;

(4) the representative of the bondholders' group.

The partners may agree that the provisions of Articles 224 to 241 of this Uniform Act shall be applicable where they decide on the liquidation of the company out of court.

The powers of the board of directors, the managing director or the executives shall end with effect from the court decision ordering the liquidation of the company.

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

The court decision ordering the liquidation of the company shall designate one or more liquidators.

The duration of the liquidator's mandate may not exceed three years, renewable by court decision at the request of the liquidator.

In his application for renewal, the liquidator shall state the reason why the liquidation has not been closed, the measures he intends to take and the time needed to complete the liquidation.

Within a period of six months from the date of his appointment, the liquidator shall convene a meeting of partners where he shall give a report on the assets and liabilities of the company, his execution of the liquidation exercise and the time needed to complete the exercise and shall also where necessary, request any authorizations he may need.

The meeting shall take decisions under the conditions of quorum and majority provided for in this Uniform Act, for each form of company, for the amendment of the Articles of Association.

The period within which the liquidator shall draw up his report may, at his request, be extended to twelve months by court decision.

Failing this, the meeting shall be convened by a court-appointed representative at the request of any interested party.

Where it has been impossible for the general meeting to hold or to reach a decision, the liquidator shall petition to the court for the necessary authorizations to bring about the liquidation.

The liquidator shall represent the company which he shall commit for all liquidation proceedings.

He shall have the widest powers possible to realize the assets, even out of court.

Any restrictions to these powers in the Articles of Association or in the appointment deed shall not binding on third parties.

The liquidator shall be empowered to pay creditors and share the balance available among the partners.

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

Within three months following the close of each fiscal year, the liquidator shall draw up annual summary financial statements from the inventory made of various components of the assets and liabilities existing on that date and a written report in which he shall give an account of the liquidation exercise during the just-ended fiscal year.

Except in the case of a waiver by the president of the competent court through in summary proceedings, the liquidator shall convene, according to the procedure laid down in the Articles of Association, at least once a year and within a period of six months following the close of the fiscal year, a meeting of the partners which shall decide on the annual summary financial statements, grant the necessary authorizations and, as the case may be, renew the mandate of office of the auditor.

Where the meeting has not taken place, the written report of the liquidator shall be deposited at the registry of the commercial court.

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

The decisions referred to in Article 233 of this Uniform Act shall be taken :

(1) unanimously by the partners in private companies ;

(2) unanimously by the general partners and by the majority capital of partners in sleeping partnerships ;

(3) by majority capital of partners in private limited companies ;

(4) under the conditions of quorum and majority required for extraordinary general meetings in public limited companies.

Where the required majority cannot be reached, the president of the competent court shall decide through summary proceedings at the request of the liquidator or any interested party.

Where the decision entails amendment of the Articles of Association, it shall be taken under the conditions laid down by this Uniform Act for each form of company.

Partners who are liquidators shall take part in the vote.

Where the company continues in business, the liquidator shall convene a meeting of partners under the conditions provided for in Article 233 of this Uniform Act. Failing this, any interested party may request for the convening of the meeting by the auditor or a representative designated by the president of the competent court through summary proceedings.

Unless otherwise provided in the Articles of Association, the sharing of shareholders' equity subsisting after reimbursement of the face value of shares or company stocks shall be done among partners in the same proportions as their shares in the registered capital.

Any decision to share funds shall be published in the newspaper empowered to publish legal notices in which the publication provided under Article 266 of this Uniform Act was made. The decision shall be notified individually to the holders of registered shares.

The sums allocated for sharing among the partners and creditors shall be deposited within a period of fifteen days following the decision to share the funds, in an account opened in a bank domiciled in the Contracting State of the registered office in the name of the company under liquidation.

Where there are many liquidators, the sums may be signed out by one liquidator under his responsibility.

Where the sums allotted to the creditors or partners have not been paid out, they shall be deposited upon the expiry of a period of one year following the close of the liquidation in a receiver's account opened in the Public Treasury.

The liquidator shall , subject to the rights of the creditors, decide on the advisability of distributing available funds in the course of the liquidation.

Where formal notice to the liquidator to share the funds remains unheeded, any interested party may petition to the president of the competent court through summary proceedings to rule on the appropriateness of sharing of funds in the course of liquidation.

Nullity of a company or of all acts, decisions or deliberations amending the Articles of Association may only result from an express provision of this Uniform Act or from the laws governing the nullity of contracts in general and the Articles of Association of companies in particular.

Incomplete stating of the information which should be included in the Articles of Association shall not entail nullity of the company.

Nullity of private limited companies and public limited companies, may not arise from lack of consent or from incapacity of a partner, unless such incapacity affects all the founding partners.

Nullity of all acts, decisions or deliberations not amending the company's Articles of Association may only arise from a mandatory provision of this Uniform Act, the laws governing contracts or the company's Articles of Association.

In sleeping partnerships or private companies, compliance with the formalities of publication shall be compulsory under penalty of nullity of the company, acts, decisions or deliberations, as the case may be, with no possibility for the members and the company to rely on the cause of the nullity as against third parties.

However, the court shall have the option not to pronounce the nullity of the company where no fraud has been recorded.

An action for nullity shall be extinguished where the cause of nullity has ceased to exist on the day the court gives a ruling on the merits of the case at first instance, unless such nullity is based on the unlawfully nature of the company's object.

The court before which an action for nullity is brought may, even automatically, fix a time limit to enable the nullity to be repaired. It may not pronounce the nullity in less than two months after the date of the writ bringing the action.

Where, in order to repair a nullity, a meeting must be convened and where the normal convening of such meeting is justified, the court shall, by judgment, grant the time needed for the partners to take a decision.

Where, on the expiry of the time limit provided for under the preceding paragraphs, no decision has been taken, the court shall give a ruling at the behest of the earliest petitioner.

In case of nullity of the company or its acts, decisions or deliberations founded on lack of consent or incapacity of a partner and where the nullity may be regularized, any person having an interest therein may give formal notice to the legally incapable partner or to the one whose consent has been vitiated to regularize or take action for annulment within a time limit of six months under penalty of foreclosure.

The formal notification shall be made through an extra-judicial act, by hand-delivered letter against a receipt or by registered letter with a request for acknowledgement of receipt. Notice thereof shall be given to the company.

The company or a partner thereof may submit to the court before which the action is brought within the time limit laid down in the preceding article any measure likely to obviate the applicant's interest, notably by the redemption of its or his corporate rights.

In such case, the court may either pronounce the annulment or make the proposed measures obligatory where they were previously adopted by the company under the conditions laid down for amendment of the Articles of Association.

The partner whose rights are the subject of redemption shall not take part in the vote.

Where annulment of the acts, decisions or deliberations of the company is founded on the breach of publication regulations, any person interested in regularization may, by extra-judicial act, by hand-delivered letter against a receipt or by registered letter with a request for acknowledgement of receipt, give notice to the company to regularize within a period of thirty days following such notice.

Failing regularization within the time limit, any interested party may petition the president of the competent court through proceedings to designate an agent to comply with the formality.

Action for nullity of the company shall lapse after three years following registration of the company or publication of the instrument amending its Articles of Association unless the nullity is founded on the unlawfulness of the company's object, subject to the foreclosure referred to in Article 248 of this Uniform Act.

An action for annulment of the acts, decisions or deliberations of the company shall be barred at the end of three years from the day when the nullity was incurred, save where the nullity is founded on the unlawfulness of the object of the company and subject to the foreclosure referred to in Article 248 of this Uniform Act.

However, action for annulment of a merger or a scission shall lapse after six months from the date of the last entry in the Trade and Personal Property Credit Register necessitated by the merger or scission transaction.

Opposition by a third party to the decisions pronouncing the nullity of a company shall only be entertained within a period of six months following publication of the said decisions in a newspaper empowered to publish legal notices at the seat of the court.

Where nullity of the company is pronounced, it shall put an end to the execution of the contract but shall have no retrospective effect. The company shall be dissolved forthwith and in the case of multi-partner companies, liquidation shall follow.

The decision pronouncing the annulment of a merger or a scission shall be published within one month from the day when the decision became final.

It shall have no effect on obligations on or in respect of the companies to which the asset(s) are transferred between the date of entry into force of the merger or scission and the date of publication of the decision pronouncing the annulment.

In case of a merger, the companies which took part in the transaction shall be jointly and severally liable for the execution of the obligations mentioned in the preceding paragraph to be borne by the acquiring company.

The same shall apply, in case of a scission, to the company being split, for the obligations of the companies to which the assets are transferred.

Each of the companies to which the assets are transferred shall be liable for the obligations to be borne by it between the date of entry into force of the scission and the date of publication of the decision pronouncing the annulment.

Neither the company nor its members may rely on a nullity as against third parties acting in good faith.

However, nullity based on lack of consent or incapacity may be relied on, even against a third party acting in good faith, by a legally incapacitated person or his legal representative or by the person whose consent was vitiated.

The partners and company executives to whom the nullity is attributed may be declared jointly and severally liable for any damage suffered by third parties by the nullity of the company.

The vicarious liability action founded on the nullity of the company or of the acts and deliberations subsequent to its formation shall be barred at the end of three years from the day when the annulment decision became final.

The removal of the cause of the nullity shall not bar the institution of a civil responsibility action for damages caused by the defect in the company, the acts or deliberations. Such action shall lapse after three years from the day when the nullity was repaired.

Shall be empowered to publish announcements, on the one hand, the Official Gazette and newspapers empowered by the competent authorities to publish them, and on the other hand, national news dailies in the Contracting State of the registered office of the company which show evidence of effective sales through subscriptions, depositaries or vendors, under the following additional conditions :

(1) that they have been appearing for more than six months ;

(2) that they are distributed nationwide.

Publication by deposit of deeds or documents shall be done at the registry of the commercial court of the place of the registered office of the company.

Publication formalities shall be carried out at the behest and under the responsibility of the legal representatives of the companies.

Where the publication formality not concerning the formation of a company or the amendment of its Articles of Association has been omitted or has been improperly done and the company has not regularized the situation within a period of one month from the date of formal notice addressed to it, any interested party may petition the president of the competent court through summary proceedings to designate an authorized agent to comply with the publication formality.

In all cases where this Uniform Act provides that the decision shall be by decree of the president of the competent court through summary proceedings, a copy of the said order shall be deposited at the court registry and appended to the company's file and entered in the Trade and Personal Property Credit Register.

Where the formalities for the formation of a company have been accomplished within a period of fifteen days following registration, a notice shall be inserted in a newspaper empowered to publish legal notices in the Contracting State of the registered office of the company.

The notice, signed by the notary who received the company's Articles of Association or by the founder(s) shall include the following information :

(1) the name of the company, followed, as the case may be, by its acronym ;

(2) the form of the company ;

(3) the amount of the registered capital ;

(4) the address of the registered office ;

(5) a summary of the company's object ;

(6) the duration of the company ;

(7) the amount of cash contributions ;

(8) a brief description and an evaluation of contributions in kind ;

(9) the usual full name and domicile of the partners with unlimited liabilit