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The Law Of The Open Company And Limited Partnership Company

Original Language Title: Laki avoimesta yhtiöstä ja kommandiittiyhtiöstä

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Law on the open company and the commandiite company

See the copyright notice Conditions of use .

In accordance with the decision of the Parliament:

CHAPTER 1

General provisions

ARTICLE 1
Scope

The provisions of this Act shall apply, unless otherwise provided for by other law, where two or more undertakings are engaged in an economic activity together with a view to achieving a common economic purpose. Parties to the Agreement ( Company men ) Are responsible for the obligations of such a company to their full amount, as in their own debt. However, the contract allows for the liability of one or more companies, not all of them, to limit the company's obligations to limit the amount of the property.

The provisions on open company apply where the liability of the companies is not limited.

The provisions relating to the limited liability company shall apply where liability for the company's obligations is limited within the meaning of paragraph 1.

ARTICLE 2
The company's birth and registration

The open company and the commandites company are created by the company's contract (General Agreement). Registration of the company in the trade register is provided for in the trade register (129/79) And the operating name of the operating name (128/79) .

ARTICLE 3
Legal capacity

An open company and a limited company can acquire rights and make commitments and be a party to the courts and other authorities.

§ 4
Amendment of the agreement

The amendment to the contract is only valid if all the companies are in agreement.

The transfer of the company's or part of the company is without prejudice to the company, unless all the members of the company give their consent.

Unless otherwise agreed, the provisions of this Article shall apply.

§ 5
The rule of law

Unless otherwise agreed, the company's relationship with the company or the company's settlement, or the distribution of its assets, must be brought before the Court of Justice which, under the law, is competent to conduct an action against the company. An action for damages within the meaning of this law may also be brought before the same court. An application to a company shall always be sought by a court or tribunal.

CHAPTER 2

Relationship between company members of an open company

ARTICLE 1
Willowness

The provisions of this Chapter shall apply as a matter of priority to the mutual rights and obligations of companies according to the contract of company men and in so far as that is not the case.

However, the rights under Articles 15 and 16 cannot be restricted.

ARTICLE 2
Company affairs management

A company man has the right to conduct business without the help of another company man. A company man must not put another position in this position.

The company's business or non-purpose measure must not be taken without the consent of all the companies.

However, when the contract provides for the consent of several members of the company, but one of them is prevented from giving consent due to illness or absence, the company man shall, however, carry out the operation if it is urgent and the company's right to In order to protect the company or to prevent any threat to the company.

ARTICLE 3
Right to ban

The company has the right to prohibit any other company from taking any individual measure.

However, the company does not have a right of prohibition if, according to the contract, the company does not have the right to take care of the affairs of the company or if the measure has been decided at the shareholders' meeting in accordance with the company agreement.

§ 4
Managing Director

Company men may agree that one of them or an outsider is acting as the managing director of a company whose task is to manage the company's running administration.

Any company that has the right to take care of the affairs of a company may, at any time, exempt an external supply manager from this task. Article 5 provides for the release of the company man and the resignation of the Executive Director.

§ 5
Determination of the special mission

A company which has been entrusted with the management of all or certain matters in the company contract may, by the unanimous decision of other companies, be relieved of this task.

A company man who has been entrusted with a task as referred to in paragraph 1 may, for a weighty reason, dispense with it unless it is unreasonable for other companies.

ARTICLE 6
Company contribution

The company shall make the company's contribution to the company in the company agreement. Interest due to be paid to the non-remunerated financial corporation in the interest rate law (263/82) In the manner prescribed.

§ 7
Replacement of expenditure

The company has the right to collect from the company the cost of the company's business or the company's debt to the company.

The company man shall have the right to receive an interest rate referred to in paragraph 1 Article 3 of the Corinth Act According to paragraph 2, the date on which the date of birth was born until the date from which the company is entitled to interest in the interest rate.

§ 8
Company man's entitlement to the premium

The company has the right to receive reasonable consideration for the work of the company and for carrying out the functions of the company, even if it has not been agreed, unless the circumstances indicate that the work or duties were intended to be carried out Free of charge.

A member of a company wishing to bring an action for consideration within the meaning of paragraph 1 shall be brought within one year of the end of the financial year during which the work or function was carried out.

§ 9
Sharing of profit and loss

The first part of the profit of the financial year shall be paid to the general Article 3 of the Corinth Act At the start of his financial year at the start of the financial year. If the profit is not sufficient to complete the full amount of the shares, the profit shall be distributed in proportion to the amount of the contributions.

Once the share of the profits has been made in accordance with paragraph 1, the remaining part of the profits shall be divided equally between the two companies. The loss is divided between the two companies. If the plateau is unreasonable, the pay-as-you-go sections can be reconciled.

If an agreement has only been agreed between profit or loss on the basis of a loss, this criterion shall apply to the distribution of profit and loss.

After drawing up the financial statements, the company man has the right to raise its profits in so far as it does not need his agreed contribution to the deficiency. The loss rate will be deducted from the company's contribution.

ARTICLE 10
Presentation of a requirement to another company man

A company man does not have the right to direct another company to a claim within the meaning of Article 7, a claim under Article 8 or a profit share in accordance with Article 9 prior to the liquidation of the company or of the company man Report.

ARTICLE 11
Competition ban

A company man shall not engage in any competitive business with the company unless other members of the company agree.

ARTICLE 12
Obligation to pay damages

The company man and the managing director shall be obliged to compensate for the damage he has caused to the company intentionally or negligently in this position.

As regards the settlement of damages and the division of liability between two or more liable parties, the (412/74) Chapters 2 and 6 are provided for.

ARTICLE 13
The right of the company to bring an action for damages

Each company man may, in his own name, bring an action for damages in respect of the company or the Executive Director in respect of the accident referred to in Article 12 of the company. In the case of an incentive, other company men should be given an opportunity to be heard.

The company-driven company is responsible for the costs of the proceedings. However, he has the right to receive compensation from the company to the extent that sufficient funds are available to the company.

ARTICLE 14
On the statute of limitations

The compensation for the damage referred to in Article 12 shall be increased within one year of the end of the financial year during which the decision was taken or the measure was taken.

Without prejudice to paragraph 1, a position may be taken later if, within the prescribed period, the company is not properly informed of the decision or measure on which the action is based. However, the incentive cannot be lifted after three years have elapsed since the end of that financial year.

What is laid down in this article does not apply to liability under criminal law.

§ 15
Right of access

The company has the right to inspect the company's accounts and to obtain information about the company's activities.

The company man is allowed to use assistants for checking accounts. Other companies may prohibit the use of an assistant unless the assistant is an auditor. The assistants' obligation of professional secrecy is in force, as is the case with the statutory auditor (1141/2015) in Chapter 4, Article 8 Provides. (18/05/2015)

L to 17/7/2015 (2) shall enter into force on 1 January 2016. The previous wording reads:

The company man is allowed to use assistants for checking accounts. Other companies may prohibit the use of an assistant unless the assistant is an auditor. The assistants' obligation of professional secrecy is in force, as is the case with the statutory auditor Paragraph 26 of the (459/2007) Provides. (13.04.2007/464)

The inspection shall not cause undue disruption to the operation of the company.

ARTICLE 16
Statement of financial statements

If a member of the company wishes to complain about the financial statements, he or she will have to bring proceedings against other companies within one year of the end of the financial year.

If the financial statements have not been drawn up within the prescribed period, the action shall be brought within one year of the date of its establishment.

CHAPTER 3

Representation of an open company

ARTICLE 1
Right of representation of a company man

Every company man has the right to represent the company and to write its business name in the company's field of activity.

The right to representation of the company and to write the name of the company may be limited by the agreement of the two companies, so that the right is removed from one or more companies or by two or more companies. The restriction may, before the date on which it was registered in the trade register, only be invoked against an outside person who knew of the restriction.

Only an outside person who knew of the restriction may be relied on in respect of a restriction other than the one mentioned above.

ARTICLE 2
Right of representation of the Executive Director

The Executive Director, who is not a company man, is entitled to represent the company in a case which, pursuant to Article 4 (1) of Chapter 2, is part of his or her duties.

ARTICLE 3
Prokura

Prokura will give all the company men together.

Any company that has the right to manage the affairs of a company individually or in association with another company may, unless otherwise agreed, withdraw the prochasra.

§ 4
Notifications to the company

The summons and any other service shall be deemed to have come to the attention of the company when it has been notified to the company man, the Executive Director or the Progart.

CHAPTER 4

Liability of an open company's partner

ARTICLE 1
Starting and ending of liability

In accordance with Chapter 1, Section 1, the company man also bears responsibility for the obligations of the company when he joined it.

The company is responsible for the obligation arising from the company after its resignation, unless the creditor knew that the company had resigned from the company before the obligation was established.

However, the company man shall not be liable for any obligations arising after his/her resignation from the company to the trade register and alerted.

ARTICLE 2
Debt liability for the company's bankruptcy

If the assets of an open company are declared bankrupt, the company man may immediately be required to pay the company's outstanding debt.

ARTICLE 3
Allocation share in the company's bankruptcy

In the case of the company's bankruptcy, the company's debts are owed by the company to the company's debt-based pay-as-you-go basis only from that part of the receivable which is not recovered from the company.

CHAPTER 5

Open company liquidation

ARTICLE 1
Company dismantling

A company man shall have the right to require the winding-up of the company when:

1) he has terminated the company contract and the period of notice has elapsed, or when the agreed period has expired;

(2) the bankruptcy or the forecluse of the second company shall be carried out;

(3) the second company is dead and has not been agreed or agreed to continue the company in spite of this; or

4) the conditions for the continuation of the company's activities have lapsed as referred to in Article 5.

In addition to the provisions laid down in paragraph 1, the company's bankruptcy or, in the event of the foreclosure of the company, the bankruptcy of the company and the amount of the foreclosure in the foreclosure sale required the company to be liquidated. After the death of a member of the company, the same entitlement to the estate of the estate shall be the same if the company does not continue to operate.

When a claim has been made for the winding-up of the company, the companies may agree on how the company will be dissolved. However, in the case referred to in paragraph 1 (2), such an agreement shall not be concluded without the consent of the bankruptcy, the foreclosurer or the forced auction buyer and, in the case referred to in paragraph 3, without the consent of the estate.

If the company does not agree with the way in which the company is being dismantled, the company must be identified as provided for in this chapter.

ARTICLE 2
Termination of the contract

If the company agreement is in force for the time being, every company man shall have the right to terminate the contract at any time by informing other companies. The period of notice shall be six months, unless otherwise agreed.

If the company continues to operate in spite of the company's end of the company period agreed in the company agreement, the company agreement will then be maintained for the time being.

The provisions laid down in paragraph 1 shall apply to the life of a company man or to a company contract entered into for more than 10 years, after 10 years of becoming a company man. A contract which limits the right of a company man to terminate the company contract within the meaning of this paragraph is ineffective.

ARTICLE 3
Bankruptcy and foreclerosis of the company man

If the company man has been declared bankrupt or his company is foreclosed, but the company is not in liquidation, the debtor is treated as a company and represents it only in the case of other companies and the company's bankruptcy. With the consent of the bankruptcy.

If the company is in liquidation as a result of the company's bankruptcy, the management of the estate shall represent the debtor in the company's report and the distribution of assets.

If the company part is foreclosed, the debtor may only agree to redeem his/her share of the company and the distribution of assets. When the company is in liquidation, the creditor also has the right to apply for the liquidation of the liquidator and, in the case of the application, to blame the final statement and the distribution of the assets.

§ 4
Representatives of the company's estate

If a member of the company's estate does not have an executor, it shall appoint a member of the estate or other person to represent it in the company's report. If at the request of the estate not by such a representative, the company man may require: Article 17 of Chapter 10 of the Court of Justice The Court of Justice of the European Communities and of the Court of Justice of the European Communities. (13.3.2009/143)

The representative of the estate has the same qualification as the company man in the company's report. However, the estate agent, other than the executor of the estate, has no right to agree on the distribution of the company's assets or on the redemption of the estate.

§ 5
Non-compliance with the company conditions

The company has the right referred to in Article 1 (1) (4) to require that the company be terminated if the other company is substantially in breach of its obligations under the company relationship or is constantly exercising its position in the interests of the company in breach of the company's interests or if: Any prolongation of the company's activities shall be considered as disproportionate to the general manager, taking into account any changes in his or her state of health, economic status or any other relevant circumstance, or other operating conditions of the company; Material deterioration.

ARTICLE 6
The redemption of the company's share

Instead of dismantling the company, it is possible to redeem the company's share of the company, in respect of which there is a landing criterion within the meaning of Article 1 (1). The decision to redeem the decision shall be taken by the other companies acting unanimously.

The amount of the redemption depends on what the company would have had if the assets of the company had been allocated as provided for in Section 2 of Chapter 6. The company's goodwill must then be taken into account in the company's assets. In addition, a security must be lodged in the event that the company's undertakings are subject to the redemption of the company to a greater extent than they are likely to have on the company at the time of redemption.

Where a decision on redemption has been taken, a redemption offer shall be shown to the recipient of the redemption, which shall also indicate the effect of the non-response. If, within 14 days of receipt of the bid, the recipient is not informed of the bid, he shall be deemed to have accepted it. In the same period, the beneficiary of the redemption shall, at the risk of his claim for the security referred to in paragraph 2, claim that the right to a security has been lost. The redemption shall be carried out and the security provided to the recipient within 30 days of the acceptance of the offer, or the right of redemption shall lapse.

The provisions of this Article shall apply, unless otherwise agreed.

§ 7
Redemption disputes

If the redemption offer has been rejected, but the redemption offer still wants to redeem the share of the company, he shall, unless the company has agreed on the rest of the procedure, within 30 days of the rejection of the bid, the redemption of the bid In the order in which it is expressly provided for, and within 60 days of the rejection of the offer, the question of the right to redemption may be referred to the Court by an action against the tenderer, or the right of redemption shall lapse. The Court shall in such a case, unless the redemption is sufficient, the amount of redemption and other conditions shall be fixed at the request for redemption.

§ 8 (20.2.2004)
Company bankruptcy

If the property of an open company has been declared bankrupt and the assets remain at the end of the bankruptcy, the company shall be cleared as provided for in this Chapter. If the assets are not left at the end of the bankruptcy, the company has been dissolved once the bankruptcy has been approved. The administrator shall, without delay, make a notification of the winding up of the company to the judicial register, which shall be communicated to the registry authority in the register.

§ 9
The Equity Company

The company will be considered unravelled if the number of companies has been reduced to one year and has not reached at least two years within the year.

Article 5 (5) of Chapter 6 provides for the submission of a landing declaration to the trade register.

ARTICLE 10
Clearing men

Company men shall act as liquidators of the company, unless otherwise agreed after the date of the liquidation of the company or otherwise provided for. Powerful or bankrupt cannot be a liquidator. A company man whose company is foreclosed can only be a liquidator if other company members agree to it. The company man may be represented by a representative in the company's report.

Clearing men handle the company's affairs and represent the company together during the liquidation period, unless otherwise agreed by the companies. In accordance with Article 2 (3) of Chapter 2, the right of a company man to perform an emergency measure must be applied to the liquidator. The allocation of the delegation shall comply with the provisions set out in Section 1 of Chapter 3.

ARTICLE 11
Settlement agent ordered by the court

If the company has to be identified, the court or tribunal shall, upon application by the company man, order the liquidator to carry out the liquidation of the company. The application may also be made by other persons entitled to require the winding-up of the company, as well as foreclice debts.

Whenever there is a need for the quality or scale of the company or for any other specific reason, several liquidator may be appointed. The Court of Justice has the power to share the management of the company between them and at the same time determine the basis of the division of the administration. The company man may be appointed as a liquidator, subject to Article 10 (1).

The Court may, upon application, withdraw or amend its decision on the determination of the liquidator.

Before a case referred to in this article is settled, the court must reserve the right to be heard by a person who is entitled to an application. The decision of the Court of Justice under this Article shall, in spite of the appeal, be followed immediately.

ARTICLE 12
Interim provision

The President of the Court of Justice, the President of the Republic or the President of the Court of First Instance may, on application by the Statutes, temporarily order a liquidator if the applicant presents the probable cause of the need for his or her rights to be imposed. Security. The provisional provision shall remain in force until the Court of Justice has ruled on the application, or has been withdrawn by a court or tribunal. The interim order shall not be subject to appeal.

ARTICLE 13
Clearing man's fee

The court-appointed liquidator shall have the right to obtain from the company's assets the quality and scope of the company and the remuneration required for the performance of the task, as well as the compensation for its expenses.

The Court may, for special reasons, order that the premium and compensation be definitively borne by the person who applied for the liquidation of the liquidator or the company man to whom the landing criterion is applied.

ARTICLE 14
Decision on further action

Company men may decide to terminate the liquidation and continue the company's activities. If only some of the companies want to continue the company together, they have the right to claim the shares of other companies. The redemption shall be subject to the provisions of Article 6 (2) to (4) and Article 7.

If the company does not agree which of them will continue the company's activities, it is entitled to continue with the group of companies most of them. If such groups are equal, or if a number of companies wish to continue the company's business on their own, it will be decided by the lottery.

§ 15
Settlement procedure

The clearing member shall apply for a public challenge to the company's creditors.

The report should seek to sell the company's assets in such a way that the company's business activity can be continued. If this is not possible at a reasonable price, the amount of the company's assets will be converted into cash as soon as possible. The company's business activities may be continued only to the extent that the company's appropriate explanation and the appointment of a reasonable period of time for the company's employees for the purpose of finding a new job is required.

The company's known debts must be paid or funds reserved for this purpose before the company's assets are distributed.

The provisions of this article must be complied with, unless otherwise agreed by the companies.

ARTICLE 16
Final statement

If all the members of the company are not liquidators, the liquidators shall carry out their duties as soon as possible, as soon as possible, from their administration by drawing up a report on the whole settlement procedure. The report shall be accompanied by the financial statements for the entire settlement period. The report and its annexes shall be submitted to each of the companies.

Similarly, the liability of the liquidator is in force, as provided for in Articles 12 to 14 of Chapter 2. If the company man wishes to blame the final statement, he or she shall bring proceedings against the liquidators within one year from the date on which the report of the liquidators has been submitted to him.

§ 17
Ex post report

If, following the liquidation of the company, new assets or proceedings are brought against the company or are otherwise required to be liquidated, the liquidator shall be informed by the liquidator upon receipt of that information. The ex-post recovery shall apply mutatis mutandis to what is laid down in this Act concerning the liquidation of the company.

ARTICLE 18
Registration declaration

The liquidator shall, without delay, announce the liquidation of the company, the liquidation of the liquidation and the post-clearance settlement in the trade register.

CHAPTER 6

Allocation of open company property

ARTICLE 1
Submission of Division

After the final statement referred to in Article 16 of Chapter 5 has been presented to the general public or the company report has otherwise expired, the assets of the company shall be distributed, unless otherwise agreed.

ARTICLE 2
Distribution criteria

The assets of the company shall, in the first instance, be used for the return of the outstanding contributions of the company men. If the assets are not sufficient to fully return the inputs, the assets shall be distributed in proportion to the size of the inputs. If the surplus remains, it shall be allocated according to the criteria applicable for the distribution of the company's profits.

If the company's assets are not sufficient to settle all its liabilities, the shortfall shall be divided between the two companies on the basis of the criteria applicable for the distribution of the company's loss.

The provisions of this Article shall apply, unless otherwise agreed.

ARTICLE 3
Division journalists and the allocation book

The division of the company's assets is provided by the company men or liquidators, if the court has ordered the liquidation of such a company. When the company's assets are not compatible with the distribution of the company's assets and the court-ordered liquidator is not available, the court or tribunal shall, upon application, provide the liquidator to provide the division, which shall, where applicable, comply with the provisions laid down in Chapter 5 The liquidator.

The right to agree on the distribution of the company's assets, when the company's company is foreclosed, has been declared bankrupt or is dead, is set out in Section 5 (3) and (4).

The liquidator ordered by the court shall draw up a division of the division of the contract. The division of companies to be distributed by the company is drawn up, if required by the company man.

§ 4
Jaon moist

A company man who wishes to reproach a court-appointed liquidator of a court-appointed liquidator must be brought against other companies within six months from the date on which the award was notified to the company man or, if Article 16 (2) of Chapter 5 Shall be valid for more than six months, within a period of more than six months.

§ 5
Compression declaration

After the company's assets have been distributed or the company has to be deemed to have been liquidated, the liquidator or the liquidator ordered by the Company or the Court of Justice shall, without delay, make an announcement to the trade register.

CHAPTER 7

Commandiite company

ARTICLE 1
Company men

For the purpose of this Law The silent partner of the The company of a commandiite company whose responsibility for company obligations is limited within the meaning of Article 1 (1). Responsible partner Refers to the other company of the kommandiite company.

ARTICLE 2
Applicable provisions

Unless otherwise provided below, the Kommandiite company and its company men shall be subject to the provisions of Chapters 2 to 6 of the open company and its Statutes.

Articles 3, 4, 8 and 9 of this Chapter shall apply, unless otherwise agreed.

ARTICLE 3
Administrative authority

A silent partner does not have the right to deal with the affairs of the company or the right of prohibition.

A silent partner, taken as ceo of a company, has the same administrative authority as the managing director, who is not a company man. A silent partner can resign and may be exempted from this and other specific tasks in the same way as the outside.

The release of a responsible company man from the office of the Executive Director and the other specific task does not require the consent of the silent partner.

§ 4
Sharing of profit and loss

A silent partner shall be awarded the company's profits. Article 3 of the Corinth Act Rate corresponding to the interest paid at the start of the financial year. After this, the remainder of the profits will be distributed to the responsible shareholders. If the profit is not sufficient to complete the full profits of silent partners, the profit shall be distributed in proportion to the contributions paid at the start of the financial year.

The loss of the Kommandiite company is divided between the companies that are responsible.

§ 5
Company representation

A silent partner does not have the right to represent the company and has no capacity to accept the challenge or any other service addressed to the company.

The issue of Prokura does not require the consent of the silent partner.

ARTICLE 6
Debt liability of the silent partner

A silent partner shall fulfil its liability under Article 1 (1) by carrying out its agreed corporate contribution to the company.

By agreement between the two companies, the reduction in the contribution of the silent partner does not have any effect in relation to the creditor who, when entering into a legal action with the company, had no knowledge of a reduction in the contribution if the reduction was not included in the trade register and Alerted.

§ 7
Statement of financial statements

In the Commandiite company, the action referred to in Article 16 of Chapter 2 shall be brought only to the persons responsible for liability and the period referred to in Article 16 (2) shall be calculated for the silent partner in the event of receipt of the information from the accounts.

§ 8
The silent partner and winding-up of the company

As a result of the foreclosed death of a silent partner, the liquidation of the company or the company's share, it is not possible to claim the winding-up of the company, but other companies have the right to claim his share. If the bankruptcy, the estate or the forecluse creditor are required, the company's share shall be redeemed. The redemption shall be given to the silent partner if the company's assets had been allocated as provided for in Article 9.

When the limited partnership is in liquidation, the silent partner will only act as a liquidator if the latter has agreed or is assigned to this task.

For the purposes of Article 14 (2), Article 14 (2) shall not be taken into account, except when the groups of companies responsible for liability are equal.

§ 9
Distribution criteria

The assets of the Kommandiite company shall be used primarily for the return of the contributions paid by silent companies. The rest of the company's assets will be distributed to those responsible. If the property is not sufficient for the full restoration of silent partnership contributions, the property shall be distributed in proportion to the size of the contributions paid.

If the company's assets are not sufficient to settle all its liabilities, the shortfall will be distributed among the responsible companies.

CHAPTER 8

Amendment of company form and mergers of companies

ARTICLE 1
Transposition of an open company into a commandiite company

An open company will be converted into a commandiite company if it is taken into account by a silent partner or if any company's liability is agreed to be limited to the amount of the asset.

If a responsible partner becomes a silent partner, he shall be responsible for the company's obligations arising before the imposition of a limit of liability in the trade register, such as a responsible company man. However, from the company's obligations since the change, he only corresponded to a creditor who did not know about the change.

ARTICLE 2
Transforming the Commandiite company into open company

The company will become an open company if the company contract is amended so that the company does not remain silent. If the silent partner continues to be a company of an open company, he shall be responsible for the company's obligations as laid down in Article 1 (1) of Chapter 4.

ARTICLE 3
Modification of the stock company

An open company and a limited partnership can be converted into a limited company. The decision shall be taken in the order in which the Treaty is amended.

In the context of a decision to amend the company form, a limited liability company law must be adopted (1024/2006) , the articles of association drawn up. (21.7.2006/626)

The decision to amend the company form shall be accompanied by a document which shall be taken or accompanied by the articles of association, specifying all the shareholders and the respective future shares. The financial year of the company shall be mentioned in or specified in the articles of association. The document is to be dated and signed by the companies responsible for the company's company and the Commandites company. (21.7.2006/626)

The share capital of the share company and the document to be given in the document shall be subject to the provisions of Section 6 of Chapter 2 of the Companies Act. In addition, if an open company or a commandites company is converted into a public limited company, Article 1 (2) of Chapter 19 of the Companies Act also applies. (21.7.2006/626)

§ 4
Implementation of the decision to amend the stock company

When the document referred to in Article 3 has been signed, the general elections shall be submitted to the General Meeting. (21.7.2006/626)

In the case of an open company in an open company, the companies responsible for the companies and the limited partnership shall, together with the selected board of directors, enter into a commercial register an indication of the change in the form of a company, which shall, where applicable, comply with: The registration of the trading register of the limited liability company. The notification shall be made within three months of the signature of the document referred to in Article 3, or the modification of the form of a company shall lapse. (21.7.2006/626)

The company will become a joint-stock company when changing the form of a company in the commercial register.

Paragraph 4 has been repealed by L 30.12.1992/1617 .

§ 5
The impact of the amendment to the liability company liability

The shareholders of an open company and the companies in charge of a limited partnership are not free from the previous liability of the company due to the fact that the company has become a joint-stock company, unless the creditors have given its consent.

In the absence of any creditor who has been certified to have written notice of the company's transformation into a public limited company and the creditor's right to oppose the release of the liability, have not been notified to the limited liability company within three months of receipt of the notification It is against the liberation, it is considered that he has agreed to it.

ARTICLE 6
Merging

Open company or commandiite company (merging company) May conclude an agreement on a merger between an open company or a limited company (receiving company) In such a way that the assets and liabilities of the merging company are transferred to the acquiring company.

The contract shall be approved by the companies of both companies in the order in which the company agreement is amended.

The provisions of paragraph 2 shall also apply where at least two open companies or commandites (merging companies) Agrees with the creation of a new open company or a partnership (receiving company), To which their assets and liabilities are transferred and to which the companies of the merging companies become shareholders.

Where the assets of the merging company are laid down in the (264/84) , the assets and liabilities of the merging company shall not be transferred to the receiving company before the merger has been entered in the trade register. An indication of a merger shall not be allowed if, in the case of a merger involved in a merger, more than one of the assets is subject to a business mortgage before the mortgage-holders have agreed on the privileges of mortgages and the organisation of the right of interest The application made on the basis of an application in the business mortgage register. (8.2.1991/2)

The company of the merging open company and the responsible company of the commmandites company shall immediately notify the merger of the trade register.

§ 7
Redemption

If the decision to amend the company as a joint-stock company or a merger decision can be taken by a majority in the company, the right to withdraw from the company and to obtain redemption is the right to withdraw from the company. As provided for in Article 6 (2) of Chapter 5.

The claim shall be claimed within three months from the date of receipt of the decision to amend or merge the company form.

The execution is carried out by a limited company or a acquiring company. In spite of the change in the company form, the shareholders of an open company which has changed the form of company and the company's shareholders who are responsible for the Commandiite company are personally responsible for carrying out the redemption.

CHAPTER 9

Financial statements

ARTICLE 1 (30.4.1998)
Obligation to draw up the accounts

The accounts shall be drawn up in accordance with (136/1997) And the provisions of this law.

ARTICLE 2
Drafting of accounts

Paragraphs 1 to 2 have been repealed by L 30.4.1998/298 .

The accounts shall be issued to auditors within four months of the end of the financial year. (30.4.1998)

ARTICLE 3
Content of the financial statements

Where the balance sheet in an open company includes receivables from companies or companies which are responsible for the management of the commandites company, the amounts shall be reported separately in the balance sheet or as an annex. The sum of the amounts of collateral and other collateral and contingent liabilities on their behalf shall also be reported in the balance sheet or as an annex to it.

In the balance sheet or in the Annex thereto, the sum of the companies entered in the Companies Agreement and the amount outstanding for the company and at the end of the financial year shall be indicated. In addition, the relevant information on the company's contribution to the company of each of the open companies and the Commandites company is to be reported.

Paragraph 3 has been repealed by L 30.4.1998/298 .

§ 4 (30.4.1998)
Publication of financial statements

The registration, publication and the obligation to issue copies of the accounts are laid down in the accounting law.

§ 5
Guidelines and opinions

The Accounting Board, as provided for in the Accounting Act, may issue guidelines and opinions on the application of the provisions of this Chapter.

CHAPTER 10

Financial audit

ARTICLE 1 (28.10.199498)
Scope

The audit of an open company and the Commandiite company shall be subject to the provisions of this Chapter and the Law of the Court of Auditors.

The audit obligation is laid down in Chapter 2 of the Audit Act. The obligation to choose the body inspector is laid down in Chapter 2, Section 3 of the Audit Act. In addition, the members of the company who participate in the selection of the auditor may choose one or more reserve inspectors. (18/05/2015)

L to 17/7/2015 (2) shall enter into force on 1 January 2016. The previous wording reads:

The audit obligation is laid down in Chapter 2 of the Audit Act. The obligation to choose the body inspector is laid down in Article 4 of the Audit Act. In addition, the members of the company who participate in the selection of the auditor may choose one or more reserve inspectors. (13.04.2007/464)

ARTICLE 2 (28.10.199498)

§ 2 has been repealed by L 28.10.1994/940 .

ARTICLE 3
Selection and term of office of the auditor

Unless otherwise agreed, the accounting officer shall, unless otherwise agreed, select company men and companies responsible for the company in an open company.

The statutory auditor shall be selected separately for each financial year, unless the statutory auditor's term of office is provided for in the company contract. The duties of the auditor shall expire when he has submitted an audit report for the last financial year in his term of office or, if he has been chosen for the time being, when the new auditor has been selected for his replacement.

The members of the general public who participate in the selection of the auditor may, by a unanimous decision, exempt the auditor from their activities. (28.10.199498)

Paragraph 4 has been repealed by L 28.10.1994/940 .

ARTICLES 4 TO 7

Articles 4 to 7 have been repealed by L 28.10.1994/940 .

§ 8 (28.10.199498)
Audit report

Notwithstanding the law of the Court of Auditors, the auditor's audit report shall be submitted to the company within five months of the end of the financial year.

§ 9 (28.10.199498)

§ 9 has been repealed by L 28.10.1994/940 .

ARTICLE 10 (18/05/2015)
Obligation to pay damages

Similarly, Articles 13 and 14 of Chapter 2 and Section 3 of Chapter 10 of the Court of Auditors provide for the liability of the auditor.

L to 17/7/2015 Article 10 enters into force on 1 January 2016. The previous wording reads:

ARTICLE 10 (13.04.2007/464)
Obligation to pay damages

Similarly, Articles 13 and 14 of Chapter 2 and Article 51 of the Court of Auditors provide for the liability of the auditor.

CHAPTER 11

Entry and transitional provisions

ARTICLE 1
Entry into force

This Act shall enter into force on 1 January 1989.

By this law, the Act of 24 November 1864 of 24 November 1864 of 24 November 1864 and the Law of 9 May 1952 on the conversion of the commandiite company into a limited company (203/00) With their subsequent modifications.

ARTICLE 2
Transitional provisions

The provisions of Article 2 (3) of Chapter 5 shall not apply to companies' contracts entered into before the entry into force of the law until ten years after the entry into force of the law.

The provisions of Articles 14 and 16 of Chapter 2 shall not apply if the action relates to a decision or measure adopted before the entry into force of this Act, or the annual accounts for that accounting year.

The provisions of Chain 9 and 10 shall not apply to the financial year preceding the entry into force of this Act and to the annual accounts.

HE 6/87, Ivhms. 6/87, 1/88

Entry into force and application of amending acts:

8.2.1991/242:

This Act shall enter into force on 1 March 1991.

HE 139/90, Ivhms. 12/90, svk.M. 196/90

ON 30.12.1992/1617:

This Act shall enter into force on 1 January 1993.

THEY 120/92 , LaVM 16/92

8.1.1993/94:

This Act shall enter into force at the time laid down by the Regulation. (1 94/1993, entered into force on 1 January 1994.)

THEY 236/92 , TaVM 41/92

28.10.1994/95:

This Act shall enter into force on 1 January 1995.

THEY 295/93 , TaVM 27/94, Annex XXII to the EEA Agreement: Council Directives (8 4/2 53/EEC, 78 /660/EEC, 83 /349/EEC)

22.3.1996/17:

This Act shall enter into force on 1 April 1996.

THEY 220/95 , TaVM, No 10/96

14.2.1997/151:

This Act shall enter into force on 1 September 1997.

THEY 89/1996 , TaVM 24/1996, EV 233/1996 Council Directive 77 /91/EEC, OJ L 26, 31.1.1977, p. 1

30.4.1998/298:

This Act shall enter into force on 15 May 1998.

The law shall apply from the beginning of the accounting year for which the Law of 30 April 1998 amending the Act amending the Accounting Act applies. (1999) .

THEY 8/1998 , TaVM 5/1998, EV 27/1998

20.2.2004:

This Act shall enter into force on 1 September 2004.

THEY 153/2003 , LaVM 8/2003, EV 131/2003

21.7.2006/626:

This Act shall enter into force on 1 September 2006.

Where a document amending the legal form has been signed before the entry into force of this Act, the amendment shall apply to the provisions in force at the time of entry into force of this Act.

THEY 109/2005 , TaVM 7/2006, EV 63/2006 Council Directive 77 /91/EEC (31977L0091); OJ L 26, 31.1.1977, p. 1

13.4.2007/464

This Act shall enter into force on 1 July 2007.

THEY 194/2006 , TaVM 33/2006, EV 293/2006

13.3.2009/14:

This Act shall enter into force on 1 September 2009.

The provisions in force before the entry into force of the Act prior to the entry into force of the Act shall apply.

THEY 70/2008 , LaVM 16/2008, EV 5/2009

18.9.2015/1207:

This Act shall enter into force on 1 January 2016.

THEY 254/2014 , TaVM 34/2014, EV 371/2014