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The Housing Companies Act

Original Language Title: Asunto-osakeyhtiölaki

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Housing Company Act

See the copyright notice Conditions of use .

In accordance with the decision of the Parliament:

PART I

GENERAL PRINCIPLES, SHARES AND COMPANY CONSIDERATION

Chapter 1

Scope of the law and key principles of the functioning of the housing stock company

Scope
ARTICLE 1
Application

This law shall apply to all limited companies registered in accordance with Finnish law as a share company, unless otherwise provided for by law.

This law shall also apply to a limited liability company registered before 1 March 1926, where the apartments are reserved for shareholders by decision of the general meeting within the meaning of Article 2.

The application of this law to a mutual real estate company and other limited liability company is laid down in Chapter 28.

ARTICLE 2
Housing company

The housing limited company is a limited liability company, the purpose of which is to own and control at least one of the buildings or parts of the building in which more than half of the floor area of the apartments or apartments is located. The articles of association provided for in the shareholders' controlled housing units.

Each share of a housing company produces, individually or with other shares, the right to manage the premises or other parts of a building or property controlled by the company.

Penthouse and its disposal for the second use
ARTICLE 3
Partial apartment

In this law At the share-house Means an apartment and other part of a building or a property which is managed by the shares to which the shares are entitled.

The subdivision also includes a balcony which is only accessible through a public limited company. If there is such a link to the balcony from more than one share room, the owners of the shares entitled to these apartments shall agree on maintenance and alteration of the balcony. However, the shareholder is entitled to carry out the necessary maintenance work. The cost of maintenance and alteration of the balcony shall be shared equally among these shareholders. The articles of association may provide for the other side of the balcony's right to manage ment and maintenance.

§ 4
Surrender of the penthouse for the second use

The owner shall have the right to dispose of the condo in whole or in part for use, unless otherwise provided by law or otherwise specified in the statutes.

Key principles of action
§ 5
Company activities

For the purposes of this purpose, the housing company shall maintain the holding of buildings and buildings in its control as provided for in this Act and the statutes of the company.

The articles of association may also provide for other activities of the company relating to the use of a property or a building.

The construction of buildings and buildings shall be carried out by the company as provided for in the Treaty or in the statutes or otherwise agreed. The rights of shareholders in the construction phase shall be laid down in the (843/1994) .

ARTICLE 6
Legal personality and obligation of the shareholder to pay

The housing company is a separate legal entity from its shareholders when the company is registered. The establishment and registration of the company is laid down in Chapter 12.

A shareholder's payment obligation for a company based on company remuneration and other articles of association is laid down in Chapter 3.

The maintenance period is laid down in Chapter 4.

Shareholders are not personally responsible for the company's obligations.

§ 7
Capital and permanence

The company has a share capital of at least eur 2 500.

The company's assets may be distributed only as provided for in Chapter 11.

§ 8
Transfer of share

The stock may be transferred without restriction on the basis of trade, exchange, donation, inheritance, purchase or wills or otherwise, unless otherwise specified in the articles of association.

The shares and their transfer are set out in Chapter 2.

§ 9
Majority principle

Shareholders make use of their quorum at the general meeting. Decisions shall be taken by a majority of the votes cast, unless otherwise provided for in this Act or in the articles of association.

ARTICLE 10
Equality between shareholders

All shares will produce equal rights for the company unless otherwise specified in the articles of association. The General Meeting, the Government or the host shall not take a decision or take any other measure which is likely to produce the shareholder or any other unfair advantage at the expense of the company or another shareholder.

ARTICLE 11
Management function

The company's Board of Directors and the manager must carefully promote the company's interests.

The administration and the manager are laid down in Chapter 7.

ARTICLE 12
Willowness

Shareholders can determine the operation of the company in the company order. The articles of association shall not be subject to any provision which is contrary to this law or any other provision of the law.

Corporate order
ARTICLE 13
Content of the articles of association

The housing company has a statutes, which must always include:

1) the company's business name;

(2) the municipality of Finland as its place of residence;

(3) the location and management of buildings and properties controlled by the company;

(4) the location of each share apartment in the property or building, its number or letter identification number, the area calculated in accordance with the generally accepted methods of measurement in the construction sector, the intended use and the number of rooms in the apartment;

(5) the number of shares or shares identified by the order number ( Subgroup ) Generate the right to control the size of the stock of shares;

(6) holdings corresponding to holdings in direct control of the company as provided for in paragraph 4 and other holdings under the direct control of the company;

(7) the criteria for determining the company's consideration and the amount of the consideration and the method of payment.

If the company intends to use two or more of its activities, each denomination shall be indicated in the articles of association.

In the case of a limited warehouse or similar holding belonging to the subdivision, the information referred to in paragraph 1 (4) shall indicate only the intended use of the holding.

The order shall be laid down either in the statutes or in the Treaty referred to in Article 12 (1).

A decree of the Council of State may specify the measurement methods to be followed for the calculation of the area of the apartments.

A decree of the Ministry of Justice may provide for a model order for a housing company.

ARTICLE 14
Amendment of the articles of association

The modification and affordability of the articles of association is laid down in Chapter 6.

Chapter 2

Shares

General provisions
ARTICLE 1
Equal share of shares

All shares in the company shall enjoy equal rights, subject to this law or to the statutes.

ARTICLE 2
Use of shares rights

The beneficiary is entitled to exercise the rights of a shareholder only after he has been entered in the list of shares referred to in Article 12 (1) or has informed the company that his ownership has become shares in the company; and Made a reliable statement. However, this restriction does not apply to the right to share a share of the shares used by the presentation or disclosure of a share book or other special certificate issued by the company.

However, the new owner has the right to hold office from the time the company has been informed of his/her ownership of the company's charge.

If a lot of the shares are jointly owned, they can only exercise the rights of the shareholder through the joint representative.

A stock belonging to the company itself does not confer rights on the company.

Accountancy value and nominal value of the stock
ARTICLE 3
Accountancy value and nominal value

Of the amount to be subscribed to share capital in the event of the establishment of the company and the provision of new shares ( Accounting countervalue ), provided for in Article 12 (3), Article 6 (1) and Article 7 (1) of Chapter 14. The accounting equivalent of different shares may be different.

The company order may determine the nominal value of the company's shares. In such cases all shares of the company shall have the same face value.

If the shares of the company have a nominal value, when the company is set up, the share capital must be at least equal to the nominal amount for each share. Similarly, in the case of new shares in shares or on the basis of the option of option, share capital shall be increased by the amount of at least the nominal value of the shares to be issued. The share capital shall not be reduced in such a way that it is less than the nominal value of the shares.

Stock portability
§ 4
Right to limit the transfer of the share

The articles of association may restrict the right to transfer a share only in accordance with Article 5, unless otherwise provided for by law.

The shares in the same sub-group shall not be separately identified, transferred or otherwise transferred, except when the apartment is divided or part of it is connected to the other apartment.

§ 5
Redemption clause

The articles of association may stipulate that the shareholder, the company or any other person shall have the right to redeem the share when the ownership of the shares is transferred to another owner other than the company. The redemption clause shall provide for the right to redemption.

The following shall apply to the redemption:

(1) the right of redemption shall apply to all transfers of ownership; however, the right to redemption does not exist if:

(a) the beneficiary is the current shareholder of the company;

(b) the beneficiary of the share is the former owner 's Chapter 2 (40/1965) Of a relative or spouse; or

(c) the share is obtained on the basis of the will;

(2) all shares transferred in the same transfer must be redeemed;

(3) the redemption price is the fair price of the share in which, in the absence of any other explanation, the price is maintained in the transaction or in the exchange of other shares;

(4) the government shall notify the transfer of the share to the person entitled to redeem the share, in writing within two weeks of the notification to the Government of the transfer of the share;

(5) the redemption requirement shall be submitted to the company or the beneficiary of the right to claim redemption within one month of the notification to the government of the transfer of the share;

(6) the company shall have the privilege of redemption, and the Board of Directors shall rule on any other legal order which may be eligible for redemption; and

(7) The redemption price shall be performed within two weeks after the expiry of the period referred to in paragraph 5, or, where the redemption price is not fixed, the fixing of the redemption price.

The articles of association may lay down the conditions of redemption provided for in paragraphs 1 to 3 and 6, as well as the shorter deadline provided for in paragraphs 2, 4, 5 and 7. All shares belonging to the same group shall, however, be redeemed.

Before finding out whether the right of redemption is used, the company is not entitled to any other equity than the right to control the apartment and the right to the distribution of the company's assets and the privilege of obtaining it. During this period, he shall be subject to the provisions of the articles of association concerning the payment of company remuneration. The rights and obligations arising from access shall be passed on to the person exercising his right to claim.

The redemption price shall be paid to the Board of Directors, either in cash or in the form of a payment instrument corresponding to the bank in Finland. For the payment of the redemption price, a bank transfer shall take place on the day on which the payer has completed the amount of the redemption price to be transferred to the bank or made available for the payment of the other equivalent transaction. The Board of Directors shall not carry out the redemption price for which the stock is redeemed before it gives up the share book.

The company can claim the share only with distributable assets. The decision on redemption in the company shall be governed by Article 18 (4).

If the application of the order of incorporation of the statutes of the redemption price would confer a disproportionate advantage, the redemption price may be settled.

Where redemption is subject to provisions derogating from this Article, they shall be subject to the status of this Article.

Shares and other certificates relating to share rights
ARTICLE 6
Issue of a stock book

The share group shall be issued to the shareholder by a book of shares printed in a printing plant with a security-pressure equipment and a security system that prevents the printing of two or more shares from the same The sub-group. The decision to approve the printing works of the housing stock company will be made by the Ministry of Finance on the application.

The stock book may be issued when the company and the stock are registered. The stock book may be issued only to a shareholder subscribed to the list of shares.

§ 7
Content of the Stock Book

The stock book may only be placed on a designated person.

The book shall contain:

(1) the company's business name and the company and community symbol;

(2) the order numbers of the shares or the number of shares and the serial number of the share book;

(3) an indication of the share-room management of which the share group is entitled;

(4) an indication of the redemption clause in accordance with Article 5, where such provision is in the articles of association; and

(5) the information required to be entered in the law in the rest of the Act.

The share book shall be dated and the members of the Executive Board shall be signed.

§ 8
Labelling in some cases in the subsection

A relevant marking shall be made without delay when:

(1) the subject-matter of the management right, or any other element affecting the rights of the shareholders, changes as a result of the change in the articles of association, or the share is cancelled;

(2) funds are allocated or shares issued against the submission of a share book; or

3) The certificate referred to in Article 10 (2) shall be issued against the submission of a book of shares.

If the share book is issued instead of a lost stock book, it shall be mentioned in the book of shares.

§ 9
Exchange of stock book

If the subgroup is changed due to the sharing or extension of the apartment, the combination of the apartments or any other measure, the government shall issue a new stock book and cancel the former. The exchange of the stock book may be subject to a reasonable fee accepted by the government.

ARTICLE 10
Other certificates relating to share rights

Before issuing a share book, the company may issue a certificate relating to the right to one or more shares and which contains a condition for issuing a share book only against the return of the certificate ( Provisional certificate ). The certificate shall be imprinted on request for payment of the shares. By the way, the certificate is valid, as provided for in Article 8.

The company may issue a certificate on the right of option ( Optic certificate ), which contains a condition that the right can only be used against the return of the certificate. The certificate shall contain the conditions for the marking of the shares. The signature of the certificate is valid, as provided for in Article 7 (3).

The sub-book may include dividends which may be used in the distribution of the company's assets.

ARTICLE 11
Application of the provisions of the Debt Act to the share book and other certificates

Where a stock book, an interim certificate or an option certificate is issued or signed, the amount of the promissory note Articles 13, 14 and 22 of the 622/1947 Provides for the designated person or the bearer bonds issued to him. The holder of a stock book or Interim Certificate, which, according to the company's document or the certificate of host, is registered as a shareholder, shall be treated as a shareholder in the same way as in accordance with Article 13 (2) of the promissory note. Is required to have the right to a promissory note. The provisions of Articles 13, 14 and 22 of the promissory note shall be subject to the provisions of Articles 13, 14 and 22 of the promissory note.

List of shares
ARTICLE 12
List of shares

The Board of Directors shall maintain the list of shares of the company. It shall be marked:

(1) all shares per share group in numerical order;

(2) the share apartment to which the shareholder group is entitled;

(3) the date of issue of the certificates;

(4) the name and address of the shareholder, the natural person's date of birth and the legal person, the registered office, the registration number and the register to which the legal person is registered;

(5) the information provided for the purpose of listing in the rest of the list; and

(6) a restriction on the management of the apartment under any other law if it is required to be marked separately.

The list of shares shall be drawn up without delay after the establishment of the company. The list must be kept in a reliable manner.

ARTICLE 13
Indication of the transfer of property rights to the list of shares

Where the beneficiary has informed the company of any change in his or her proprietary name or any other aspect of the list of shares, the change shall be entered on the list of shareholders without delay when a reliable explanation has been provided. In addition, prior to the transfer of ownership, an indication of the execution of the transfer tax shall be provided. The marking must be dated.

However, if the shares are subject to the redemption rights referred to in Article 5, the marking shall not be made until it has become clear that the right to redemption is not exercised. In the event of a restriction on the transfer of ownership provided for by other law, the marking shall not be made until it has become clear that the title has been transferred.

Where the last transfer of a share is entered in a share book or on a temporary certificate, the name of the new shareholder shall be entered in the share book or on the provisional certificate before the transfer of ownership is entered in the list. A certificate must be written to the company on the list of shareholders and the date on which it is to be registered.

ARTICLE 14
List of previous owners of the share

In the case of a previous owner, the list of shareholders must be kept in a reliable way for 10 years after the new owner is included in the list of shares.

§ 15
Public access to lists

Everyone has a right of access to the list of shares. The President or the manager of the Board of Directors shall provide an opportunity to do so within a reasonable period of time.

Everyone has the right to bear the costs of the company after having received a copy of the list of shares or parts thereof.

Shareholders shall have access to and obtain copies of the share list of former shareholders as provided for in paragraphs 1 and 2. The same right shall be exercised by a former shareholder or any other who demonstrates his right to demand it.

The address or date of birth of a natural person may only be disclosed to the shareholder or to the person who demonstrates his/her right to do so.

After the period referred to in Article 14, information on the previous owner may be retained, used or otherwise processed only for scientific research, for the history of the company's history or for statistical purposes.

If the sample has been ordered from the Population Information System and the Census Act (661/2009) The disclosure restriction and restriction of the shareholder information has been communicated to the company, the information entered in the shareholder's list of shares may be disclosed only to the authority and to a shareholder or other Demonstrate their right to do so.

Chapter 3

Corporate consideration

Obligation to pay and the payment basis for company consideration
ARTICLE 1
Payment obligations

The shareholder is required to pay the company's remuneration to cover the company's expenses in accordance with the criteria laid down in the articles of association.

ARTICLE 2
Expenditure covered by the company

The company remuneration may cover the company's costs arising from:

1) the acquisition and construction of the property;

(2) the use and maintenance of property and buildings;

3. On the renovation of the building and the building, the additional construction and the purchase of an additional area ( Reform );

(4) the operation of the company or the joint acquisition of any property related to the use of the property or the building; and

5) other obligations incumbent on the company.

The articles of association may stipulate that the provisions of Article 7 on the liability of the new owner and the provisions of Chapter 8 on the recovery of the company consideration shall also apply where a shareholder's obligation to pay is based on an agreement which: Relates to the joint procurement of certain equipment or other commodities used for the use of a property or a building or for the purchase of certain equipment or other commodities.

ARTICLE 3
Miscellaneous substitutes

The company remuneration may be payable in accordance with the articles of association in such a way that there is a different payment basis for certain expenditure or that the payment obligation applies only to the owners of certain shares.

Where the statutes provide for a capital consideration and unless otherwise specified in the articles of association, the capital consideration shall cover long-acting costs arising from the purchase, construction, renovation and maintenance of property and buildings. Reform.

§ 4
The basis for payment of the company formula

The basis for payment shall be specified in the articles of association. This may include, for example, the area of the apartment, the number of shares or the actual or reliable consumption of water, electricity, heat or other commodity.

The owner shall inform the company of the number of persons residing or otherwise using the apartment if the amount of the person is the basis for payment of the consideration.

§ 5
Inhibition of the use of the premises

Where the share-dweller cannot be used in accordance with its intended use, the company remuneration to be recovered from the shareholder shall be reduced by the amount in which the company's operating and maintenance costs are reduced due to the inability to use the apartment.

The start of the payment obligation and the derogation and the modification of the criterion
ARTICLE 6
Start of the payment obligation

The obligation to pay the company remuneration shall commence when the share is registered, unless the Treaty, the decision to issue new shares in the general meeting of shareholders or the articles of association provide otherwise.

The new shareholder is responsible for the payment of the company's remuneration since the transfer of ownership.

§ 7
Responsibility of the new owner for the default of the old owner

The new shareholder, along with the previous owner, is responsible for this non-compliance with the company formula and for the payment referred to in Article 2 (2).

The maximum amount of liability of the new owner shall be equal to the sum of the total amount of the company consideration for the month in which the ownership was transferred and immediately preceding it in the five months preceding it.

However, the new owner is not responsible for the failure of the former owner to pay for any company consideration or payment which is not mentioned in the host certificate and which is due to be paid before the date of the certificate.

§ 8
Derogation and modification of the basis for the payment of the company's consideration

An exemption from the company formula by decision of the general meeting is set out in Article 5 and Articles 32 and 33 of Chapter 6 of this Chapter.

Articles 27 and 35 of Chapter 6 provide for amendments to the provisions of the Articles of Association.

PART II

MAINTENANCE AND ALTERATIONS

Chapter 4

Maintenance

General provisions
ARTICLE 1
Allocation and maintenance of maintenance

The maintenance responsibility for the maintenance of the company's building and other premises shall be shared between the shareholders and the company in accordance with the provisions of Articles 2 and 3, unless otherwise specified in the articles of association.

However, the General Meeting may decide to carry out maintenance work of a shareholder at the expense of the company if the work relates to the maintenance or renewal of the company or is economically appropriate for the company, and it does not: Violate the equality of shareholders. In addition, the company's right to carry out maintenance work under the responsibility of a shareholder and the right of a shareholder to have a shareholder's right to commission a company to commission a company are set out in Articles 4 and 5.

A maintenance company or a shareholder shall ensure that the work is carried out in accordance with a good working method.

The liability for damages is laid down in Chapter 24.

ARTICLE 2
Company maintenance responsibility

The company is responsible for maintenance in so far as it does not belong to the shareholder.

The company must keep the structure and insulation of the share apartments. The company is also obliged to maintain sound systems of heating, electricity, information, gas, water, sewerage, ventilation and other similar systems. However, the company is not responsible for the pools in share apartments. The company shall correct the interior parts of the stock apartments which are damaged due to the failure of the structure or of the rest of the building forming part of the maintenance of a company.

The responsibility referred to in paragraph 2 shall apply to structures, insulation and basic systems which the company has implemented or approved for its liability, and the repair of the interior parts of the apartments within the company. The company shall also be responsible for the installation by a shareholder of an installation that equates to the measure adopted or approved by the company and which the company has been able to control as provided for in this Act.

The company shall also maintain the outer surface of the building in the case of a balcony which is controlled by the shareholder in accordance with Chapter 1, Section 3.

ARTICLE 3
Maintenance responsibility of the shareholder

The owner of the stock shall keep the internal parts of his share room.

The shareholder shall carry out his/her share-room diligence and carry out its maintenance work in such a way as to ensure that the components of the property, the building or the apartment are not broken. However, the shareholder is not responsible for the normal wear which is caused by the use of premises in accordance with their intended use.

Maintenance work
§ 4
Maintenance of maintenance work in the stock room

The company may commission maintenance work at the expense of the shareholder, if the shareholder fails to act in accordance with law or articles of association on the basis of the law or articles of association, and it may harm the company or the other shareholder.

The shareholder may commission, at the company's expense, the urgent maintenance work carried out under the responsibility of the company, which is necessary to avoid further injury. In addition, a shareholder may commission a maintenance work that does not give rise to a minor inconvenience to the shareholder and where the company is not subject to a written notification without undue delay. When assessing the adequacy, the quality of the work, the disadvantage to the shareholder and other circumstances will be taken into account.

The company or shareholder responsible for the maintenance work shall reimburse the necessary and reasonable expenses incurred in connection with the work.

§ 5
Maintenance of maintenance work at the premises of the company

The shareholder may, at the expense of the company, commission the maintenance work carried out under its responsibility under the management of the company:

(1) where the failure to maintain a maintenance obligation substantially limits the use of the shareholding of a shareholder; and

(2) if the company has not received a written notification without delay, that it has taken sufficient action.

When assessing the adequacy referred to in paragraph 1 (2), the quality of the work, the disadvantage to the shareholder and other circumstances shall be taken into account.

The company shall reimburse the necessary and reasonable expenses incurred by the shareholder to commission the work.

Maintenance reporting and supervision
ARTICLE 6
Company reporting obligation

The company shall inform the shareholder and the holder of the right of access to the holding office in sufficient time for maintenance activities that affect the use of the apartment. The notification shall be sent to the company of the shareholder to the address and to the apartment. However, the company is entitled to carry out a maintenance or repair work immediately, which cannot be moved without causing injury or injury.

The provisions of paragraph 1 shall also apply where a company is carried out by a company to the detriment of the shareholder in accordance with Article 4.

The rights of the company to access the premises are set out in Section 8 of Chapter 8.

§ 7
Shareholders' reporting obligation on their own maintenance work

The shareholder shall inform the government or the manager in writing of the maintenance work in advance if it may affect the property, the building or the apartment, or the company or the company, which is the responsibility of the company or the other shareholder. The use of the other shareholding in the shareholder.

The government or the manager shall inform without delay the notification of any notification to another shareholder who may be affected by the maintenance work of the holding office or its use. In order to comply with the notification obligation, it is sufficient for the notification to be sent to the company of the shareholder to the address.

In the case of maintenance work, the shareholder is responsible to the company and to the other shareholder for the necessary and reasonable costs arising from the processing of the notification.

The notification shall contain the information on the basis of which the company or the other shareholder is able to assess whether the maintenance work is in compliance with the good construction method and whether any injury or injury is caused by maintenance. The company or another shareholder may impose conditions on the execution of the work if necessary to avoid or compensate for the damage or injury.

The provisions of paragraphs 1, 2 and 4 of the Statute shall also apply where a shareholder has a maintenance work carried out by a shareholder under Article 4 or 5.

§ 8
Shareholders' reporting obligations on the company's maintenance

The shareholder shall inform the company of the defect or inadequacy of the share-dwelling which belongs to the company. The notification shall be made without delay.

§ 9
Maintenance work monitoring

The company shall have the right to ensure that the maintenance work of the shareholder is carried out without damage to the building and the property, in accordance with the good structure and in accordance with the conditions laid down by the company or the other shareholder.

In monitoring maintenance work, the company shall ensure that supervision is sufficiently organised for the company and the other shareholders. The maintenance shareholder is responsible for the necessary and reasonable control costs of the company.

ARTICLE 10
Authorisation and maintenance of the authority by decision of the court

Where the maintenance work of a shareholder is required by the authority, the government shall apply for authorisation or an authorised shareholder to apply for it. The owner shall bear the costs of applying for the application.

The court may also entitling the shareholder to apply for the necessary administrative authorisation and to modify the conditions imposed by the company or another shareholder if the execution of maintenance in accordance with the conditions laid down would be disproportionate in the light of the The amount of the handicap and the benefit to the shareholder. The same shall apply to the application for authorisation of a public authority and to the modification of the terms of the maintenance work where the shareholder commission the maintenance work carried out under the responsibility of the company referred to in Article 4 or 5.

Chapter 5

Change work

Exchanges carried out by the shareholder
ARTICLE 1
Right to change in the share dwelling

The shareholder has the right to make changes at the expense of the share dwelling. Such a change shall be in accordance with the intended use of the share-room of the general order.

The shareholder shall ensure that the work of change is carried out in accordance with a sound structure.

Articles 2 to 8 shall also apply to the additional construction work of the shareholder, as provided for in Articles 2 to 8.

The provisions of this Chapter shall not apply to the modification work carried out by the shareholder before the (43/1994) The completion of the construction phase.

The provision of information on migration is provided for in Section 27 of Chapter 7 and the company's obligation to keep the information on the change in Article 28 of Chapter 7.

The liability for damages is laid down in Chapter 24.

ARTICLE 2
Notification of change

The shareholder shall inform the government or the manager in writing of the change in advance if it may affect the property, the building or apartment of the company or of the other shareholder, or the company or the other Use of the shareholding in the shareholder.

The notification of the notification to the other shareholder, the reimbursement of the costs of the notification and the content of the notification shall be subject to the provisions of Section 7 (2) to (4) of Chapter 4 concerning the notification of maintenance work and the resulting Reimbursement of expenses.

ARTICLE 3
Consent to change work

A company or another shareholder may impose conditions on change if the work can damage the building or cause other harm to the company or to another shareholder. Conditions shall be necessary to avoid or compensate for damage to the building or any other harm.

A company or another shareholder may prohibit change if it is unreasonable to carry out the work, taking into account the amount of the harm caused and the benefit to the shareholder.

If, following the adoption of the agreement or during the course of the amendment, any circumstances that have materially affected the decision of the company or of the other shareholder may be subject to additional conditions or may be prohibited.

§ 4
Initiation of change and processing of notification

If a company or another shareholder has the right to prohibit or impose conditions, the work of change shall not commence until the company or another shareholder has had a reasonable period of time to deal with the change of employment notice. A company or another shareholder can accept the start of the work before.

Notification notice shall be processed without delay. Upon receipt of an amendment, the company or another shareholder shall, without delay, notify the notifying shareholder of the employment notice of the conditions and conditions of employment and the prohibition of work, or of a reasonable period of time Shall be replied to. A company or another shareholder shall give notice of its position in writing if the shareholder so requests. The negative decision shall be justified.

§ 5
Amendment of the articles of association and authorisation of the authority

The provisions of Chapter 6 concerning the amendment of the articles of association relating to the implementation of the amendment shall apply to the decision of the general meeting.

If a change is required by an authority, the government must apply for authorisation or an authorised shareholder to apply for it.

The costs of changing the articles of association and the application for authorisation shall be borne by the shareholder.

ARTICLE 6
Resolution of the Court of Justice

If the company or the other shareholder denies the change, the court may authorise the shareholder to make a change. The court may also amend the terms of the agreement of the company or of the other shareholder and authorise the shareholder to apply for the necessary authority.

The court may entitle the shareholder to make a change if its prohibition or execution on the terms set by the company or the other shareholder would be disproportionate in the light of the amount of the resulting handicap and the burden on the shareholder Benefits. If the court gives consent to a change, it shall at the same time oblige the shareholder to pay full compensation and lay down any other necessary conditions.

§ 7
Control of migration

The company shall be entitled to ensure that the alteration is carried out in accordance with the conditions referred to in Articles 3, 5, 6 and 8, without harming the building and the property.

The company shall ensure that the supervision of the change is sufficiently organised for the company and the other shareholders.

The shareholder is responsible for the necessary and reasonable control costs of the company.

§ 8
Conversion work at the company premises

With the agreement of the company, the shareholder may also make changes at the expense of the company's controlled premises. An application for an adjustment shall be made in writing to the government in advance. Consent may be subject to conditions. No change shall be initiated without the consent of the company.

Article 1 (2) to (5) shall apply to the retention of data relating to such modification and work, to the content of the application, for information to the other shareholder and to the costs of processing the application, as provided for in Article 2 Article 3 (3), the amendment of the Articles of Statutes and the application of Article 5 of the Statutes and Article 7 of the supervision of work shall be followed by Article 3 (3).

The provisions of this Article shall also apply to the additional construction of the shareholder in the premises controlled by the company.

Company modification work
§ 9
Company reform and other changes

The company shall inform the shareholder and the holder of the right to use the premises in sufficient time for any change in the building or property of a company or any other modification which affects the use of the premises. The notification shall be sent to the company of the shareholder to the address and to the apartment.

The company's decision on the reform is governed by Articles 31 to 33 of Chapter 6.

The company shall ensure that the reform or other work of change is carried out in accordance with a sound structure.

PART III

MANAGEMENT, FINANCIAL STATEMENTS AND ALLOCATION OF FUNDS

Chapter 6

Corporate meeting

General provisions
ARTICLE 1
Shareholders' decision making

Shareholders use their quorum at the general meeting, unless the law or the statutes of the company have been entrusted to the Board of Directors.

The shareholders may, however, also decide on the general meeting without holding a relevant decision when they are in agreement. Such a decision shall be recorded, dated, numbered and signed. If there is more than one shareholder in the company, at least two of them shall be signed. The written decision shall, by the way, apply to the minutes of the general meeting.

ARTICLE 2
Powers

The General Meeting shall decide on the matters covered by this Act. The articles of association may stipulate that the General Meeting shall decide on a matter falling within the competence of the government and the host, which is not expressly provided for in this Act.

Article 7 of Chapter 7 provides for the closure of a case which falls within the competence of the Board of Directors and the management authority of the company. If the shareholders agree, they may decide on a matter which the Board of Directors may delegate to the general meeting.

ARTICLE 3
Annual general meeting

The Annual General Meeting shall be held within six months of the end of the financial year. No other time limit may be imposed in the order of business.

The meeting shall include:

(1) the annual accounts, the activity report, the audit report and the audit report;

(2) a government written report on the need for the maintenance of company buildings and buildings over the next five years, which will have a material impact on the use of the share-dwelling, the company formula or any other The costs associated with the use of the condo; and

(3) the Government's written report on the significant maintenance and alteration work carried out in the company and the dates on which they were performed.

The meeting shall decide:

1) establishing the financial statements;

2) the use of the proceeds of the balance sheet;

(3) discharge for the members of the Board of Directors and the manager;

(4) from the budget and the amount of company consideration if this is part of the general meeting;

(5) the election of the members of the Board of Directors, the auditor and the performance inspector, unless otherwise specified in this law or in accordance with the articles of association; and

(6) in accordance with the other Articles of Association, the matters dealt with at the Annual General Meeting.

If the company is the parent company of the group, the meeting shall also include consolidated financial statements and reports. The meeting shall also decide on the consolidation of consolidated financial statements.

The articles of association may provide that, during the financial year, several general meetings of the company are held. In such cases, the matter referred to in paragraph 3 (4) to (6) may be decided at a general meeting which shall be held more than six months after the end of the preceding financial year.

§ 4
Extraordinary general meeting

An additional general meeting shall be held if:

(1) the articles of association so provide;

(2) the general meeting or the Board of Directors considers it appropriate; or

(3) the shareholder, the auditor or the performance inspector shall require it in accordance with Article 5.

§ 5
Right to demand an additional general meeting

An additional general meeting shall be held if it is required by an auditor, a performance inspector or a shareholder with a total of one-tenth or a smaller share of all shares. The requirement shall be written and the meeting shall be required for the purpose of dealing with a particular case.

The call for meetings shall be submitted within two weeks of the date of the request.

ARTICLE 6
Right to be dealt with

The shareholder shall have the right to submit a case to the General Meeting pursuant to this law to the general meeting if he/she requests it in writing from the Government in such a timely manner that it may be included in the meeting.

Participation in the Annual General Meeting
§ 7
Participation of shareholders

Every shareholder has the right to participate in the general meeting.

In accordance with Article 2 (1) of Chapter 2, participation is conditional on the shareholder being listed on the list of shares or has informed the company of the transfer of ownership of the shares and has provided a reliable explanation for it.

§ 8
Authorised and Assistant

The shareholder may exercise his/her right to the general meeting through the authorised representative. The authorised person must present a book of credentials or, in an otherwise reliable manner, prove that he is entitled to represent the shareholder. The authorisation shall apply to one meeting, unless otherwise specified in the mandate.

The shareholder and the authorised representative may be attached to the meeting.

§ 9
Company's own shares

The company or its subsidiary shall not be able to participate in the general meeting. In addition, such a share shall not be taken into account when a qualified decision or the exercise of a given right is required for the consent or consent of all shareholders of the shareholders who have a share of the company's shares.

ARTICLE 10 (18.9.2015/1209)
Participation of others

A member of the Board of Directors and a manager shall have the right to be present at the general meeting, unless the general meeting of shareholders decides otherwise. The Board of Directors and the manager shall ensure that Question Time as referred to in Article 25 of the shareholder can be achieved. The statutory auditor's attendance at the general meeting shall be governed by the law of auditors (17/01/2015) And the presence of the performance inspector in Chapter 9 of this Act. The General Meeting may also allow the presence of other persons at the general meeting.

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

ARTICLE 10
Participation of others

A member of the Board of Directors and a manager shall have the right to be present at the general meeting, unless the general meeting of shareholders decides otherwise. The Board of Directors and the manager shall ensure that Question Time as referred to in Article 25 of the shareholder can be achieved. The statutory auditor's attendance at the general meeting shall be governed by the law of auditors (209/2007) And the presence of the performance inspector in Chapter 9 of this Act. The General Meeting may also allow the presence of other persons at the general meeting.

ARTICLE 11
Participation of residents

If the companies have at least five share apartments with different owners, in the building of the company, residents of the company have the right to participate in a general meeting of the general meeting which deals with:

(1) rules of organisation for the company;

(2) the use of joint premises of the company; or

(3) maintenance or renewal, which is substantially affected by the use of the tenant or tenant's premises or the common spaces.

In the case referred to in paragraph 1, the resident has the right to speak in the meeting. If there are a number of persons living in an apartment, they shall be allowed to attend a meeting as represented by one of their chosen persons. The tenant has the right to use the authorised or assisted person referred to in Article 8 and the right to access the matter referred to in paragraph 1 of this Article at the general meeting.

Where a general meeting deals with a matter referred to in paragraph 1, an indication of this shall be made at the latest two weeks before the meeting shall be placed on the notice boards generally used in the company's buildings or shall be submitted to each A dwelling with a tenant or other resident within the meaning of paragraph 1.

A statement on the participation of the residents referred to in paragraph 1 shall be included in the minutes of the meeting. The resident has the same right as a shareholder to receive and a copy of the minutes of such a meeting.

General decision-making
ARTICLE 12
Matters to be decided

The General Meeting may decide only on a matter which has been mentioned in the notice of the meeting or which, according to the articles of association, has to be dealt with at the meeting. However, Article 3 (3) and (4) shall always be terminated at the general meeting of shareholders, subject to Article 3 (5). In addition, the Annual General Meeting may decide on the selection of the auditor referred to in Article 5 of Chapter 9 and the selection of the performance inspector referred to in Article 6 of Chapter 9, and deal with the proposal referred to in Section 13 of Chapter 9. The imposition of an inspection.

The General Meeting may also always decide to convene a new meeting or a referral to a further meeting.

ARTICLE 13
Number of votes

The stock will produce one vote on all matters dealt with at the general meeting. However, the articles of association may stipulate that each group produces one vote.

In the vote at the Annual General Meeting, the votes of one shareholder shall not exceed one fifth of the total number of votes of the shares represented at the meeting, unless otherwise specified in the statutes.

ARTICLE 14
The principle of equality

The Annual General Meeting shall not take a decision contrary to the principle of equality referred to in Article 10 of Chapter 1.

§ 15
Accessibility

A shareholder or his or her authorised person shall not be entitled to vote on a matter concerning:

(1) the contract or other legal act between the shareholder himself and the company;

(2) granting discharge to the shareholder himself, an action against a shareholder against himself or his or her exemption from liability or other obligations towards the company;

(3) any reform of the shareholding of a shareholder or other than necessary maintenance which differs from the maintenance or renewal of other apartments in the management of shareholders; or

4) the shareholding of a shareholder in the management of the company.

Furthermore, the shareholder, or his authorised representative, shall not be allowed to vote on the matter referred to in paragraph 1 between the company and the third party, if he is expected to have an essential interest which may be in conflict with the interests of the company.

This Article shall also apply in the case of a decision on the exercise of the company's power of speech in court or other proceedings.

This paragraph shall not apply if all the shareholders of the company are aesthetic.

ARTICLE 16
Removal of the requirements

A decision not followed by the provisions of this law relating to the procedure or the provisions of the Statutes shall be taken only if the shareholders who are affected give their consent.

Meeting procedure
§ 17
Meeting place and participation from outside the venue

The general meeting shall be held at the seat of the company, unless the articles of association are ordered from another place. The meeting can, for a very serious reason, be held in other places.

The articles of association may stipulate that the meeting may also take place outside the place of the meeting by means of a postal or technical instrument. The Board of Directors may also take a decision on this, unless otherwise specified in the articles of association. The prerequisite for the exercise of the procedure is that the right of participation and the accuracy of the counting of votes can be clarified in a manner comparable to those of the ordinary general meeting. The possibility of participating in a meeting via mail or by means of a technical instrument shall be mentioned in the notice of the General Meeting. At the invitation of the meeting, it shall be made clear if participation in a meeting with a technical instrument restricts the voice of the shareholder involved.

ARTICLE 18
Calling for a home

The board is calling the general meeting. A member of the Board of Directors shall be entitled to convene a general meeting if he has reason to believe that there are no other members of the Board of Directors.

If the general meeting is not convened, even if the call is made under the law, the statutes or the general meeting, or where there is a substantial breach of the provisions or provisions in force at the invitation of the meeting, the Regional Administrative Agency shall: An application by a member of the Board of Directors, the administrator, auditor, performance inspector or shareholder entitling the applicant to convene a meeting at the expense of the company. The decision of the Regional Administrative Agency may be implemented without legal force.

§ 19
Content of the meeting

The meeting shall include the name, meetings, time and place of meetings of the company and the matters to be discussed at the meeting, and where and when the meeting documents referred to in Article 22 are to be seen by the shareholders. If the meeting deals with the amendment of the Statutes, the invitation shall indicate the main content of the amendment.

Specific provisions concerning the content of the meeting shall be:

(1) Article 17 (2) concerning the use of the post or technical instrument;

(2) Article 20 (3) of the second meeting;

(3) Article 4 of Chapter 13 on shares; and

4. Article 4 (4) of Chapter 18 on the acquisition and redemption of own shares.

§ 20
Called time

The meeting invitation shall be submitted no earlier than two months and no later than two weeks before the general meeting. The articles of association may extend the shorter period and shorten the longer period.

The special provisions for the call time are set out in Article 24 (2) of the further meeting.

Where, according to the articles of association, the validity of a decision is conditional on the adoption of a decision at two general meetings, the latter meeting shall not be convened until the first meeting has been held. The invitation shall state the decision taken at the last meeting.

ARTICLE 21
Invitus

The written convocation shall be submitted to each shareholder whose postal address is known to the company or which has notified the company of an e-mail address or other communication link.

§ 22
Conference documents, to keep them and to send them

For a period of at least two weeks before the meeting, the draft decisions of the Board of Directors and the final annual accounts, the annual report, the audit report and the performance audit report shall be held in the place indicated in the notice of the meeting. These documents shall also be sent without delay to the shareholder who requests them. The consignment may be charged a reasonable fee by the Board of Directors. Furthermore, the documents must be submitted to the general meeting.

If the decision concerns the issue of shares, the granting of special rights to the stock market or other equity, the increase in the share capital fund, the allocation of the dividend or the free equity fund, the reduction of share capital, the acquisition of own shares, Or redemption, the provisions laid down in paragraph 1 shall also apply to the decision on the allocation of funds after the end of the last financial year, and the report of the Board of Directors after the presentation of the financial statements following the preparation of the annual accounts Events.

ARTICLE 23
President, List of votes and Protocol

The meeting shall be opened by a person appointed by the convening of the meeting. The meeting shall be selected by the General Meeting, unless otherwise specified in the articles of association. If the articles of association provide for a Chairperson, this shall also open a meeting.

The Chairperson shall ensure that a list of the shareholders, authorised and assistants present is drawn up, indicating the number and number of shares in each shareholder ( Code list ). The list of parties shall be at the meeting.

The Chair shall ensure that the minutes of the meeting are prepared. The Minutes shall indicate the decisions taken and the results of the votes. In addition, proposals to amend the Statutes shall be included in the minutes. The minutes shall be signed by the President and the one appointed auditor. The list of votes shall be taken or attached to the minutes of the meeting. The minutes shall be numbered consecutively and kept in a reliable manner.

At the latest four weeks after the meeting, the minutes shall be held by the managing director or the President of the Board of Directors to be seen by the shareholders and shall be provided with a copy to the shareholder requesting it. The shareholder is entitled to a copy of the annexes to the Protocol. The sending of the Protocol and the Annexes may be charged to a reasonable fee by the government.

§ 24
Continuing prayer

The General Meeting may decide that the case will be postponed to a further meeting.

A different invitation shall be submitted to the meeting if it is held more than four weeks after the general meeting. An invitation to a further meeting may always be submitted no later than four weeks before the meeting, even if the articles of association require a longer term.

ARTICLE 25
Question Time

At the general meeting of the shareholder, the Board of Directors and the Management Committee shall provide details of the facts which may affect the assessment of the matter to be discussed at the meeting. If the meeting deals with the financial statements, the duty also applies to the financial position of the company in general. However, the information shall not be provided if the provision of such information is material to the company.

If the shareholder's question can only be answered on the basis of information not available at the meeting, the reply shall be given within two weeks in writing. The reply shall be forwarded to the shareholder and to the other shareholder who submitted the question.

If the Government considers that the requested information cannot be given to the shareholder without causing any material harm to the company, the Board of Directors shall, within two weeks of the general meeting, issue the information requested to the company's auditors and To the performance inspectors. Within one month of the general meeting, the auditors shall issue a written statement to the Board of Directors on the impact of the information on the audit report or other opinion issued by the General Meeting of the auditors. The performance inspector shall give an equivalent opinion on the impact of the information on the performance inspector's report. The provisions of Article 23 (4) shall apply to the holding and to the adoption of the opinion. The opinion shall be sent without delay to the shareholder who submitted the question.

General decision making requirements
§ 26
Majority decision

The proposal for a decision of the General Meeting shall be a proposal which has supported more than half of the votes cast, unless otherwise provided for in this Act. The election will have the highest number of votes. The Annual General Meeting may before the election decide to select the one receiving more than half of the votes cast. In the event of a tie, the election shall be settled in a tender and other vote by the President, unless otherwise specified in the articles of association.

By order of the articles of association, the majority requirement can only be reduced in respect of elections.

§ 27
Qualified majority

If the decision is to be taken by a qualified majority, the general meeting for a decision shall be a proposal which has supported at least two thirds of the votes cast and the shares represented at the meeting.

Decisions to be taken by a qualified majority shall, save as provided for in Articles 28, 34, 35 or 37, or in the order of association, provide otherwise:

1) amendment of the articles of association;

2) a share issue;

(3) the provision of special rights for the right of option and other shares; and

4) aimed at acquiring own shares.

The qualified majority requirement cannot be reduced by order of the Statutes.

ARTICLE 28
Consent for exemption from the principle of equality

The General Meeting shall not take a decision contrary to the principle of equality referred to in Article 10 of Chapter 1 without the consent of the shareholder, at the expense of which an unfair advantage is conferred.

If the shareholder has approved the decision at the general meeting, he shall be deemed to have agreed to it. The shareholder may also agree to the decision before or after the general meeting.

§ 29
Decision to reproach

The decision of the Annual General Meeting is set out in Chapter 23.

Decision-making requirements for maintenance or reform
ARTICLE 30
Decision on maintenance

The Annual General Meeting shall decide on maintenance which is of general scope or has an essential impact on housing or housing costs.

The Annual General Meeting shall decide on maintenance by a majority referred to in Article 26.

ARTICLE 31
Decision on a reform financed by all shareholders

The Annual General Meeting shall decide on a reform which is of general scope or has an essential impact on housing or housing costs.

The General Meeting shall decide on the reform by the majority referred to in Article 26 if the shareholder's obligation to pay is not unduly harsh and:

(1) the property or building may be in conformity with the usual date requirements;

(2) the joint acquisition of a property or a commodity related to the use of a building or building is normal;

(3) the measure is governed by the statutes; or

4) the measure is, by the way, in accordance with the activities specified in the articles of association.

ARTICLE 32
Amendment of the obligation to pay for maintenance and reform

The Annual General Meeting shall decide, by a majority provided for in Article 26, for a reform of the company remuneration for the reform of the shareholder, if the previously committed work of the shareholder reduces the cost of the company. The same applies to the reduction in the company remuneration for maintenance if the shareholder's earlier work reduces the cost of the company. The calculation of the discount shall take into account the future savings of the company and the payment obligation under the shareholder's liability base. The maximum reduction shall be lower.

The Annual General Meeting may decide, acting by a qualified majority as referred to in Article 27, on the distribution of costs arising from maintenance and reform, even among the shareholders, where the measure concerns share apartments and maintenance or reform The advantage to the condo board and the cost to each of the apartments is equal.

By a majority within the meaning of Article 26, the General Meeting shall decide on the allocation of the costs resulting from the retrofitting of an elevator, so that the cost-allocation criterion is the company formula multiplied by the floor of the holding room, which is determined by the staircase On the basis of the entrance. The floor of the subsection is the floor of the entry point closest to the entrance to the apartment. The floor of the entrance to the staircase is the main entrance level closest to the main entrance. The floor of the subdivision shall be determined with the accuracy of the half-layer. If the floor of the stock room is at the same distance from the different entry levels of the lift, the level of arrival shall be considered as the floor of the share-dwelling unit.

By a majority of Article 26, the General Meeting shall decide on the retrofitting of the lifts only in part of the stair rooms. In addition, such a decision shall require a majority of the votes of the shareholders in respect of which the reform relates. In this case, the expenses shall be distributed as referred to in paragraph 3 between those shareholders. The same applies to the installation of an elevator in an apartment building in a company which, according to the articles of association, has reserved share apartments reserved for the intended use, for which the installation does not confer an advantage, or where there are also rivets or other Buildings with share apartments. (11.06.2010/547)

The Annual General Meeting shall decide, by a majority within the meaning of Article 26, to exclude from other shareholders only the consideration of certain share apartments for the purpose of a reform which is of interest to those apartments. In addition, a majority of the votes of the shareholders of which the reform relates is required by the majority of shareholders.

§ 33
Decision on the rest

The Annual General Meeting may decide by a majority, within the meaning of Article 26, on a reform beyond the normal level of the date, which shall not be governed by the articles of association.

The General Meeting may also authorise, by a qualified majority within the meaning of Article 27, a reform of the management of the management of the company, which benefits only part of the shareholders if it can take place without infringing Article 10 of Chapter 1. The principle of equality.

In order to cover the costs incurred by the company in respect of the measure referred to in paragraphs 1 or 2, the corporate remuneration shall be charged only to the shareholders who have agreed to it and the new owners of their shares. The costs shall be distributed among them in accordance with the consideration criteria laid down in the statutes.

Decision-making requirements for the amendment of the articles of association, modification of the company structure and the transfer of assets
§ 34
Amendment of the articles of association

The general meeting shall be decided by the General Meeting. The decision shall be taken by the qualified majority referred to in Article 27. However, the Annual General Meeting may decide to amend the remuneration criterion of the Statutes by a majority, within the meaning of Article 26, if the consideration of the remuneration of the articles of association is changed in such a way that the consideration of the consideration is to be reliably replaced by other criteria. The measurable actual water consumption.

The General Meeting may decide to amend the Statutes in order to prepare for the implementation of the reform referred to in Articles 31 to 33 at a later date. The provisions of Articles 31 to 33 shall apply to such decision as to the content of the decision.

The decision to amend the articles of association shall be notified without delay and shall not be implemented until it is registered. However, the decision of the court referred to in Article 36 amending the Statutes shall be complied with and must be registered as soon as it has become final. However, if the amendment of the Articles of Association requires implementing measures to be entered in the register, the amendment shall be reported as registration and shall be registered at the same time as implementing measures. (11.06.2010/547)

If the shareholder's right is determined on the basis of the nominal value of the share, the waiver shall not affect this right unless otherwise decided.

ARTICLE 35
Consent to amend the Statutes

In addition to the qualified majority referred to in Article 27, the amendment of the articles of association shall be subject to the consent of the shareholder when:

(1) amend the right to control the apartment by his shares;

(2) to change the purpose of his apartment;

(3) restricting the right to surrender his shares by extending the redemption clause or the already existing redemption clause referred to in Article 5 of Chapter 2;

(4) to increase his payment obligation towards the company in such a way as to change the payment or other payment criteria or to add or delete the payment basis;

(5) his right to profit or to the net assets of the company shall be reduced by order of the articles of association; or

(6) the articles of association shall be subject to a provision allowing the selection of the manager as Chairman of the Board of Directors, within the meaning of Section 8 of Chapter 7.

However, the consent of the shareholder is not required when the consideration is changed so that the consideration of the consideration is based on the actual consumption of the commodity, which can be reliably measured or estimated.

If the shareholder has approved the decision at the general meeting, he shall be deemed to have agreed to it. The shareholder may also agree to the decision before or after the general meeting.

§ 36
The fairness of the articles of association

If the articles of association contain a direct order, the Board of Directors and the shareholder shall have the right to bring an action to amend the Statutes at the premises of the company. The government may only initiate proceedings if the shareholders supported by the general meeting had more than half of the votes cast.

For the purpose of raising the action, it is necessary that:

(1) the general meeting has rejected the proposal to amend the provision in such a way as to eliminate the unfairness; or

(2) no decision on the modification of the articles of association referred to in paragraph 1 has been taken or the consent of the necessary shareholder has been obtained within two months of the date on which the proposal should have been dealt with at the general meeting.

The minutes of the Annual General Meeting shall include the names of the shareholders who are voting against the amendment of the articles of association.

The action shall be instituted within three months of the date of the general meeting referred to in paragraph 2 or the expiry of the period referred to in paragraph 2.

The action must be taken against the shareholders who have opposed the amendment of the articles of association or have not given the necessary consent to change. The court shall provide the company with an opportunity to be heard.

The Court of Justice may amend the Articles of Association if the order of the articles of association leads to undue hardship in such a way that it confers a significant advantage on the shareholder to the detriment of the other shareholders or constitutes a significant burden for the shareholder. Other shareholders. When assessing unfairness, account shall be taken of the size of the articles of association, the conditions under which the statutes were drawn up and the circumstances and other circumstances.

ARTICLE 37
Consent to modify or terminate the activity or form of a company or to dispose of assets

In addition to the unanimous decision of the General Meeting, consent shall also be obtained from other shareholders when the decision concerns:

1) modification of the company form;

(2) liquidation or liquidation of liquidation;

3) merger with another company;

4), or

(5) the transfer of a property or building controlled by the company or the right to use them.

However, the General Meeting may decide on the surrender referred to in Article 26 (1) (5) by a majority decision referred to in Article 26, if the supply only applies to a part of a property and a building or a building without a shareholder Management premises and the transfer shall not materially affect the use of the shareholders' apartments or the costs of the use of the apartment.

However, the General Meeting may decide on the matter referred to in paragraph 1 (2), (3) or (5), if the continuation of the company's activities would produce significant injury to the shareholders and shareholders with at least four fifths of the total The shares, agree to the decision.

The court may authorise the company to take the merger if the shareholders who have at least four-fifths of the shares of the company agree to it and if the failure to take the merger would be disproportionate in the light of the The amount of the harm to the opposing shareholders and the benefit to all shareholders.

If the shareholder has approved the decision at the general meeting, he shall be deemed to have agreed to it. The shareholder may also agree to the decision before or after the general meeting.

Chapter 7

Management and representation of a housing company

Company management
ARTICLE 1
Government and property manager

The company must have a government. It may also have an administrator, if the articles of association so require or the general meeting so decides.

Article 10 of Chapter 1 prohibits the adoption of decisions contrary to the principle of equality, in Article 11 of Chapter 1, of the duty of care and of liability in Chapter 24.

The representation of the company is governed by Articles 22 to 26.

Government tasks and decision-making
ARTICLE 2
General government tasks

The Board of Directors is responsible for the management of the company and for the proper organisation of buildings and buildings and other activities. The Board of Directors is responsible for the proper organisation of the accounts and financial control of the company.

The Board of Directors needs a general meeting's decision to take action:

(1) the size and operation of the company are unusual or of general scope;

(2) have a substantial impact on the use of the shareholding held by the shareholder; or

(3) have an essential effect on the obligation of the shareholder to pay the company remuneration or other costs incurred in the use of the shareholding held by the shareholder.

However, the Board of Directors may take action within the meaning of paragraph 2 if the decision of the general meeting cannot be expected without prejudice to the activities of the company. Such actions shall, as soon as possible, be notified to the shareholders in writing to the address notified to the company, or in the same way as the invitation to the general meeting.

The Board of Directors or the Board of Directors may not comply with a decision taken by the general meeting or the Board of Directors, which is contrary to this law or to the articles of association and therefore invalid.

ARTICLE 3
Government decision-making

The decision of the Government shall be the opinion of the majority, unless the articles of association require a qualified majority. In the event of a tie, the President shall have the casting vote. In the event of a tie vote in the election of the Chairperson, and the election of the government or the articles of association are not otherwise specified, the election shall be settled on a daily basis.

The Board of Directors shall have a quorum when more than half of the members are present, unless the articles of association require a higher number. The amount shall be calculated from the selected board members. The calculation of the amount of the aesthetic shall not be deemed to be present. No decision shall be taken unless, as far as possible, all members of the Government have an opportunity to take part in the proceedings. If a member of the Board is prevented from attending, the opportunity shall be reserved for the alternate. Where a decision is taken without a meeting, the decision shall be recorded, signed, numbered and maintained, as provided for in Article 6 of the Board of Directors of the Board of Directors.

§ 4
Obessibility of a member of the Board

A member of the Board of Directors may not take part in proceedings concerning:

1) between him and the company or any other legal act;

(2) any reform of the shareholding in his administration or other than necessary maintenance, which is different from the maintenance or modernisation of other holdings under the control of shareholders; or

(3) the admission of his condo to the company.

Furthermore, a member of the Board of Directors may not take part in the proceedings referred to in paragraph 1 between the company and the third party, if he is expected to have an essential interest which may conflict with the interests of the company.

The provisions laid down in this Article shall also apply in the case of a decision to use the company's power of speech in court or otherwise.

§ 5
Cabinet meeting

The Chairman of the Board of Directors shall be responsible for ensuring that the Board meets when necessary. The meeting shall be convened if required by a member of the Board or a manager. Unless, despite the request of the Chairman of the Government, an invitation to a meeting is convened, an invitation may be submitted by a member of the Board of Directors if at least half of the members of the Board of Directors approve the convening, or the host, alone. If the Chair has not been elected or is prevented from attending, a member of the board may be invited by a member of the Board or the host.

The Board of Directors may decide that a member of the Board of Directors may not be present at the meeting. Article 18 provides for the right of the host to participate in the meeting. The right to be present may also be provided in the articles of association.

ARTICLE 6
Government protocol

A protocol to the meeting of the Board of Directors shall be drawn up and signed by the President of the Assembly and, if several members of the board are members, at least one of the members elected by the Board of Directors or attended by the Management Committee. A member of the Board of Directors and the building manager shall have the right to have their dissent in the minutes. The minutes shall be numbered consecutively and kept in a reliable manner.

A shareholder has the right to be informed of a government decision relating to his or her ownership rights or obligations in relation to the company or to another shareholder. At the request of the shareholder, the information shall be provided in writing.

§ 7
Delegation of tasks

The Board of Directors may, in an individual case or on the basis of a provision of articles of association, take a decision on a matter falling within the general remit of the host, even when the company has a manager.

The Board of Directors may refer the matter to the general meeting of the Board of Directors or the General Assembly.

Board members and membership and end of membership
§ 8
Board members, alternates and President

Three to five full members shall be selected, unless otherwise specified in the articles of association.

In the case of less than three members, there shall be at least one alternate in government. What this law provides for a member shall also apply to an alternate.

If there are several members of the Board of Directors, the President shall be elected. The Chairperson shall be elected by the Management Committee if it has not been decided otherwise or in accordance with the articles of association. The manager shall be the Chairman of the Board of Directors only if the articles of association so provide or all shareholders agree.

§ 9
Election of Board members

The General Meeting elects the members of the Board.

The articles of association may stipulate that less than half the members of the Board of Directors are elected in other order. However, if a member has not been elected in any other way, the General Meeting may elect a member, subject to the articles of association.

ARTICLE 10
Admission of the Board member

A member of the Board of Directors may not have legal personality or a minor or who has been assigned a trustee whose viability is limited or bankrupt. The effect of the ban on business is laid down in the law on the business ban (1059/1985) .

At least one member of the Board of Directors shall have his habitual residence in the European Economic Area, unless the registry authority authorises the company to derogate from this.

ARTICLE 11
Board member's term of office

The term of office of a member of the Board of Directors shall end at the end of the actual general meeting of the choice of members. The articles of association may provide for other temporary or permanent term of office. The term of office shall end and the term of office of a new member shall begin at the end of the general meeting of the new member, unless the articles of association or the new Member are decided otherwise.

Notwithstanding the end of the term of office, a former member of the Board of Directors shall have the right to convene a general meeting to elect a new government if he has reason to believe that the company no longer has any other members of the Board.

ARTICLE 12
Withdrawal of a Board member

A member of the Board of Directors may resign before the end of his term of office.

The withdrawal shall take effect no earlier than the notification to the Board of Directors. If a member of the Board of Directors has opted for a non-general meeting, the withdrawal shall also be notified to the constituent.

If a member of the Board of Directors has reason to believe that the company no longer has any other members of the Board of Directors, he shall ensure that the general meeting is convened to select a new government.

ARTICLE 13
Separation of a Board member

A member of the Board of Directors may, before the end of his term of office, dismiss the person who elected him. However, a member of a non-general meeting may dismiss the general meeting if the articles of association have been changed in such a way that there is no longer any right to choose.

The term of office of the dismissed member shall expire at the end of the outgoing general meeting, unless the general meeting decides otherwise. The term of office of a member of a non-general meeting shall expire immediately, unless the Member has decided otherwise in the context of dismissal.

ARTICLE 14
Supplementing the Government

Where a member of the Board of Directors takes office in the middle of a term of office, or if a member loses his or her eligibility as referred to in Article 10, the member shall be replaced by the alternate member as provided for in the articles of association or the appointment of an alternate. In the absence of an alternate, the other members of the Board shall ensure that the new member is elected for the remainder of his term of office. However, if the choice is made to the General Meeting and the Board of Directors has a quorum, the choice may be left to the next general meeting.

Other provisions concerning the administration
§ 15
Group relationship

If the company has become a parent company or has ceased to be a parent company, the Board of Directors shall immediately inform the government or the corresponding institution of the subsidiary. The Government or equivalent institution of the subsidiary shall provide the board of the parent company with the information necessary for the assessment of the group status and for calculating the performance of its activities.

ARTICLE 16
Agreement with the sole shareholder

A contract or commitment between a company and its sole shareholder, which is not part of the company's normal business, must be entered in the minutes of the meeting of the Board of Directors.

The manager,
§ 17
General tasks of the manager

The manager shall keep the property and the buildings and manage the company's other day-to-day management in accordance with instructions and instructions issued by the Board. The manager is responsible for ensuring that the company's accounts are in accordance with the law and in a reliable manner. The manager shall provide the government and the Member with the information necessary to carry out the functions of the government.

The manager may take the measures referred to in Article 2 (2) only on the basis of a government mandate or where a decision of the Board of Directors cannot be expected without prejudice to the activities of the company. In the latter case, the government must be informed as soon as possible.

ARTICLE 18
Present of the manager at the board meeting

The manager shall have the right to be present at the board meeting and to exercise the power of speech, even if he is not a member of the Board, unless the government decides otherwise.

§ 19
Provisions applicable to the host country

In addition, the manager is subject to the provisions of Article 2 (4) on unqualified decisions, Article 4 and Article 10 on eligibility. However, the place of residence of the host manager or, where the building manager is an entity, shall always be in the European Economic Area, unless the registry authority authorises the company to deviate from this.

§ 20
Selection, resignation and dismissal of the manager

The government chooses the property manager.

The manager must be a natural or registered entity.

The landlord has the right to resign. The withdrawal shall take effect no earlier than the notification to the Board of Directors.

The government can separate the host from its mission. The withdrawal shall take effect immediately, unless the government decides on a later date.

ARTICLE 21
Principal responsible of the hosting community

If an entity has been selected as the host, it shall inform the company of the main responsibility for hosting.

The managing director responsible shall be a member of the board of directors of the host Community or equivalent management body, the Executive Director or the Community, unless otherwise agreed between the housing stock company and the host community.

Where an entity has been elected to host, the provisions of this Act and of the rest of the law shall apply to the main responsible manager.

Representative
§ 22
The government and the manager as representatives

The Board of Directors represents the company and writes its name.

The manager may represent the company in a case which, pursuant to Article 17, is part of his duties.

ARTICLE 23
Other representatives

The articles of association may stipulate that a member of the government or a manager shall have the right to represent the company or that the Board of Directors may grant the right to a member, the host or any other designated person. The Board of Directors may at any time withdraw the right to represent the company.

§ 24
Restrictions on privileges

A commercial register may only represent a restriction on the right to represent a company according to which two or more persons have access to this right only together.

ARTICLE 25
The binding nature of the representative's activities

The company's legal action on behalf of the company referred to in this Act shall not be binding on the company if:

(1) the representative has acted contrary to the limits of eligibility provided for in this Act;

(2) a representative has acted contrary to the restriction referred to in Article 24; or

(3) the representative has exceeded his powers and the person to whom the legal proceedings were or should have been aware of the overture.

In the case referred to in paragraph 1 (3), it is sufficient to indicate that the addressee of the proceedings or that he should have been aware of the overture of the jurisdiction cannot be regarded merely as having regard to the restrictions on jurisdiction Is registered.

§ 26
Notifications to the company

The summons, the notification and other service referred to in this Act shall be deemed to have been communicated to the company when it has been notified to a member of the Government, the host or any other person who, alone or in association with another, is entitled under this law to: Represents the company.

If none of the representatives of the company referred to in paragraph 1 has been registered in the trade register, service may be effected by handing over documents to the person employed by the company or, where no such person is met, the company's seat The police authority, in addition to Article 7 of Chapter 11 of the Court of Justice (2) to (4).

Certificate of hosts and maintenance of maintenance and alteration notices
§ 27
Landlord's certificate

At the request of the host, the manager shall issue a certificate of ownership of the holding room. If the company does not have an administrator or is aesthetic, the obligation to issue the certificate shall be the President of the Board of Directors. Certificates may be obtained by:

(1) the owner of the shares to be eligible for the management of the condo;

(2) shares held by means of the deposit; and

(3) a brokerage shop with a valid sale of shares or an order for the leasing of a condo.

The certificate shall show:

1) the financial situation of the company;

(2) information on the company's buildings and the known facts of the company;

(3) land ownership;

(4) whether the articles of association have a redemption clause;

(5) information on the share apartments and on the information known to the company related to its condition;

(6) the name of the owner of the list of sub-groups;

(7) a restriction on the use or transfer of shares in shares or in the management of shares;

(8) a decision on the management of the company and the duration of the management;

(9) outstanding amounts due to the shareholder outstanding;

(10) a statement of the loan exposures where the exposure of the company's loans to different shareholders is different;

(11) the action brought against the company in accordance with Article 36 of Chapter 6 and the section of the articles of association covered by the action;

(12) a valid shareholder authorisation within the meaning of Article 2 (2) of Chapter 13 and the existing authorisation, as referred to in Article 14 (2), of Chapter 14, for the granting of rights of option or of other rights to shares; and

(13) other relevant information under the law.

The certificate shall be subject to a reasonable fee accepted by the government.

More detailed provisions on the content of the hosting certificate and the documents accompanying it may be adopted by a Council Regulation.

ARTICLE 28
Retention of notices of maintenance or alteration

The Board of Directors shall maintain a list of the notifications concerning maintenance and alterations to the company provided for in Article 7 and Article 4 of Chapter 5 of Chapter 4. Notifications shall be kept in a reliable manner on a case-by-case basis.

The shareholder has the right to receive a copy of the declarations relating to the shareholding. The same right is the same right as a brokerage which has an existing sale of shares or an order for the leasing of a condo. Copies shall be subject to reasonable costs approved by the Board of Directors.

Chapter 8

Access to the condo and to the company's management of the company

ARTICLE 1
Access to the condo board

A member of the Board of Directors and an administrator of the Board of Directors, and authorised by the government or the manager shall have the right to access to the share-dwelling, where it is necessary for the maintenance of the proper and the management of the stock room, or for the maintenance of the share-dwelling, or For the purpose of amending or controlling them.

The access to the stock room shall be provided to the shareholder and to the holder of the stock room at the appropriate time, unless the urgency or quality of the work is prevented.

If access is denied, a member of the board of directors and the manager shall be entitled to assistance from the police.

ARTICLE 2
Taking stock of the company with the company

The General Meeting may decide that the shareholding held by the shareholder for a maximum period of three years shall be taken under the control of the company if:

(1) the shareholder does not pay the company remuneration due or the costs referred to in Article 3 (4);

(2) it is handled so badly that it is detrimental to the company or to another shareholder;

(3) the shares are essentially used against the purpose or otherwise of the articles of association, or, in the absence of orders for the purpose of the company, contrary to the provisions of the articles of association, contrary to the rules adopted by the company or otherwise; The established use;

4. A disturbing life in the share apartment; or

(5) the shareholder, or any other resident, does not comply with the need to maintain order in the company's premises.

The subdivision shall not be taken under the control of the company if the infringement is of minor importance.

The decision shall state the grounds for administration, duration and the intended premises.

The three-year period referred to in paragraph 1 shall be calculated from the date on which the company has acquired control of the condo, unless the general meeting decides from earlier dates.

ARTICLE 3
Warning of warning

The Board of Directors shall issue a written warning to the shareholder before the decision to take the company's management of the company may be taken. If the shareholder has leased the share room or part thereof, or otherwise disposed of the share room for another use, the warning shall also be communicated to the tenant or other authorised access to the condo. The warning shall state the reasons for its adoption and indicate the possibility of taking over the company's shareholding.

The warning shall be served in the manner provided for by the notification or in a demonstrable manner. If, in spite of undertakings, a shareholder or a tenant or a tenant or a public limited company has not been sought, a warning may be provided by a registered letter which is deemed to have become known on the seventh day. From the date of delivery of the letter to the mail.

If it is not known which shareholder, tenant or other access to the right of access is, a warning may be issued to the shareholder, to the tenant or to any other access to the right of access by publishing it in the Official Journal or in the place of In a general publication and, in addition, by providing information on the shareholding in which the company is to be warned. The warning shall be deemed to have become available to the shareholder, tenant or other access to information on the day of the publication of the newspaper.

If, as a result of a warning, a shareholder fulfils its obligations or the corrigendum otherwise takes place, the company shall not have the right to take control of the stock room. In such cases, however, the shareholder shall be required to reimburse the costs already incurred by the company for issuing the warning and convening the general meeting.

§ 4
Service of the decision

The decision of the General Meeting concerning the incorporation of a condo in the company's management shall be communicated to the shareholder, the tenant and other access to the holding room within 60 days of the decision to take the decision in the same way as 3 § provides for notification of a warning. Otherwise, the decision is ineffective.

§ 5
Refusal and enforcement of the decision

A shareholder or a tenant, or any other person who is not resident in a limited number of shares, may refer the matter to the Court of Justice as to whether the shareholding in the company is controlled by Article 2. This claim for annulment of the decision of the general meeting to be declared invalid shall be instituted against the company within 30 days of the notification of the decision to take control of the decision in the manner provided for in Article 4.

If the court rejects the application for a decision on the decision of the general meeting referred to in paragraph 1, such a decision of the court may be enforced in the manner in which the tenant was convicted. If the management of the company is based on Article 2 (1) (1), neither the tenant nor any other entitlement to access to the penthouse may be evicted unless it has been notified of the company's decision to control the shareholding Taking.

ARTICLE 6
Renting of a company incorporated in the company's management

When the condo is taken under control of the company, the Board of Directors shall immediately rent it to a suitable tenant for a suitable tenant. In the absence of administrative control due to a tenant or other resident or a person enjoying the right of access, the company shall, as a matter of priority, conclude a lease for the duration of the administrative period with this. If the condo is not suitable for rental purposes, it shall first make the necessary adjustments to the shareholder's behalf. The tenant's right to hold a public limited company shall be terminated without notice at the latest when the management time of the company's management is terminated, irrespective of the duration of the lease.

The company shall have the right to recover the costs incurred in the management of the rent, the costs incurred by the company for the repair of the condo, and the outstanding balance of payments, as well as the consideration items which are due to be paid by the shareholder During the period of administration. The surplus shall be promptly accountable to the shareholder.

§ 7
The new owner's right to take control of the condo

If the shares are transferred to the new owner after the decision to take stock of the company's management has been taken, the new owner will gain control of the share room after payment of the outstanding items to which the rent from the stock room could be In accordance with Article 6 (2). If the condo is rented under Article 6 (1), the binding nature of the rental right to the new owner shall be governed by the law on the rental of the dwelling (1994) Or of the law on the rental of business premises (482/1995) Included. However, the tenant's right to retain the share-dwelling is terminated without notice at the latest when the management time of the company is terminated, irrespective of the duration of the lease.

Chapter 9

Financial audit, performance audit and special audit

Financial audit
ARTICLE 1
Applicable law

The registration of a housing company shall be subject to the provisions of this Chapter and the Law on Auditing.

ARTICLE 2
Selection of the auditor

The audit obligation is laid down in Chapter 2 of the Audit Act and Section 5 of this Chapter.

The company's auditor is selected by a general meeting. If a number of auditors are to be selected, the articles of association may stipulate that someone or some of them, not all of them, shall be chosen in a different order.

ARTICLE 3
Superintendent

If only one auditor is selected for the company, which is not an audit firm within the meaning of the Audit Act, at least one alternate auditor shall be selected. The Annual General Meeting may also select an alternate auditor within a company which is not obliged to do so. If a number of auditors are selected in a different order, the articles of association may also stipulate that the auditor of such an auditor shall also be chosen in another order.

What is laid down in this law and by the statutory auditor is also the subject of an auditor.

§ 4
The term of office of the auditor

The term of office of the statutory auditor shall expire and the term of office of the new auditor shall begin at the end of the substantive general meeting of the new auditor, unless the statutes of the auditor or the new auditor are decided otherwise.

The articles of association may provide for other temporary or permanent term of office.

§ 5
Obligation to choose an auditor

The housing company must be the auditor of the general meeting, if:

(1) in the building or buildings of the company, there are at least 30 apartments in the management of shareholders;

(2) the auditor shall be selected on the basis of Articles 4 to 6 or any other law of the Court of Auditors; or

(3) Shareholders with at least one tenth of all shares or one third of the shares represented at the meeting require it at the Annual General Meeting or at the general meeting in which the meeting is to be considered.

If, in the circumstances referred to in paragraph 1 (3), the general meeting does not select the auditor, the Patents and Registration Board shall be appointed by the Board of Auditors in the order provided for in Article 8 (1) and (4) of Chapter 2 of Chapter 2 of the statutory auditor's statutory auditor, if the shareholder applies: Within one month of the general meeting. The imposition of an auditor by a decision of the Patente and Registration Board when the General Meeting does not select an auditor in the situation referred to in paragraph 1 or paragraph 2 shall be governed by Article 8 of Chapter 2 of the Court of Auditors. (18.9.2015/1209)

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

If, in the circumstances referred to in paragraph 1 (3), the general meeting does not select an auditor, the Office shall determine the statutory auditor's audit law in accordance with Article 9 (1) and (4), if the shareholder applies for a period of From the general meeting. The imposition of an auditor by a decision of the regional administrative office where the General Meeting does not select an auditor in the situation referred to in paragraph 1 or paragraph 2 shall be governed by Article 9 of the Audit Act.

Performanaudit audit
ARTICLE 6
Selection and term of office of the performance inspector

The company has to be an executive inspector to be selected by the general meeting if the company does not have an auditor and the articles of association do not provide otherwise.

However, whenever a company does not have an auditor and a shareholder who has at least one tenth of the shares or one third of the shares represented at the meeting, it is always required to select the At the general meeting or the general meeting, where the matter shall be dealt with by the meeting invitation.

The Board of Directors shall select the general meeting. If the company has an auditor, the general meeting may decide on the selection of the performance inspector by the majority referred to in Article 26 of Chapter 6. If a number of operators are to be selected, the articles of association may stipulate that someone or some of them, not all of them, shall be selected in a different order.

Where the performance inspector has not been elected in accordance with this law or the articles of association, the Regional Administrative Agency shall determine the performance inspector as provided for in Article 5 (2).

Paragraph 4 of the mandate of the auditor shall apply to the mandate of the auditor.

§ 7
Deputy Auditor General

In addition, if only one inspector is selected, at least one of the performance inspectors shall be selected for the performance of the performance examiner.

§ 8
Eligibility and independence of the performance inspector

The performance inspector cannot be:

(1) a legal person and not a minor or who has been assigned a trustee whose viability is limited or in bankruptcy or a business ban;

(2) a member of the board of directors or a manager or equivalent in another entity belonging to the same group;

(3) the person entrusted with the management of the company's accounts or funds or control of the management of funds;

(4) the service in relation to the company or the person referred to in paragraphs 2 or 3;

(5) the person who has the money, the security or any other similar advantage from the company or the person in charge of its management, or who has given such a benefit to that entity; or

(6) the spouse, brother, sister or person directly in the ascending or condescending relationship of the person referred to in paragraphs 2 or 3.

The operator shall have a knowledge and experience of economic and legal affairs as is necessary in relation to the quality and scale of the company's operations.

The operator shall be independent in the performance of the performance audit. Where the conditions for an essential part of an independent activity are lacking, the performance inspector shall refuse to accept or give up the task.

§ 9
Content of the performance audit

The performance audit includes an adequate financial and administrative audit of the company in terms of the quality and scope of the company's activities.

ARTICLE 10
Performanaudit report

The performance audit report shall be issued by the Executive Officer for each financial year and signed. The performance audit report shall identify the audited financial statements.

The performance audit report shall contain an opinion on whether:

(1) the financial statements of the company's income, expenses, assets, equity, liabilities and securities issued by the company; and

(2) the activity report substantially information on the matters referred to in Articles 5 to 7 of Chapter 10.

If the performance inspector is unable to deliver an opinion, the performance audit report shall be reported by the performance inspector. Additional information may be provided in the performance audit report.

The performance audit report shall be noted in the performance audit report if the inspection has shown that a member of the Board of Directors, the Chairperson, the Vice-President or the Controller is:

(1) guilty of acts or omissions which may result in liability for damages against the company; or

(2) infringed this law or the statutes.

The performance audit report shall be handed over to the Board of Directors at the latest two weeks before the general meeting in which the annual accounts must be presented for endorsement.

ARTICLE 11
Premium and other costs

The Executive Officer shall be entitled to a fee from the company. The company shall also bear the costs of other performance audits.

ARTICLE 12
Right of access to information, obligation of information and professional secrecy

The Board of Directors and the manager shall provide the operator with an opportunity to carry out the inspection to the extent that he considers it necessary and shall provide the information and assistance requested by the Executive Inspector. The subsidiary body of the subsidiary has the same obligation to the parent company inspector.

The Executive Officer shall have the right to be present and to exercise the power of speech at a government meeting and general meeting to discuss matters relating to his or her duties. The performance inspector shall be present at the meeting if the matters dealt with are such that his presence is necessary.

At the request of the general meeting, the performance inspector shall provide more detailed information on matters which may affect the assessment of the matter to be discussed. However, the information shall not be provided if the provision of such information is material injury to the company.

At the request of the shareholder, the operator shall provide the general meeting with all information relating to the company, provided that it does not give rise to material injury to the company. Otherwise, the operator may express his/her duties in the performance of his/her duties:

(1) from which the performance inspector shall declare or recite under the law;

(2) whose authority, court or other person is entitled under the law to obtain information;

(3) the company has given its consent;

(4) which has become public knowledge; or

5) if it does not harm the company.

The liability of the operator shall be governed by Chapter 24.

Specific control
ARTICLE 13
Designation of a special inspection

The shareholder may apply for a specific check on the management and accounting of the company from the administrative and accounting records of the company to the company's home office for the period ending in a given period or for certain measures or circumstances. It is required that the proposal has been examined and supported by the general meeting within the meaning of paragraph 2. The application to the Regional Administrative Agency shall be made within one month of the general meeting.

The proposal for the submission of an inspection shall be carried out at the Annual General Meeting or at the general meeting of shareholders in which the meeting is to be considered. An application may be made if shareholders with at least one tenth of all shares or one third of the shares represented at the meeting have supported the proposal.

The Management Committee shall consult the board of directors of the company and, if the application is applied to the measures of a particular person, this person. The application shall be granted if there are serious reasons for the submission of the inspection. The Regional Administrative Agency may assign one or more special inspectors. The order may be implemented without legal force.

ARTICLE 14 (18.9.2015/1209)
Special Inspector

The special inspector must be a natural or audit firm. The special inspector shall have a knowledge and experience of economic and legal matters as well as the quality and extent of the audit function necessary for the performance of the task. As regards the auditor as provided for in Section 7 of Chapter 2 of the Audit Act, Chapter 3, Articles 9 and 10, Chapter 4, Sections 6 to 8 and Section 3 of Chapter 10, the special auditor shall apply.

L to 17/2015 Article 14 will enter into force on 1 January 2016. The previous wording reads:

ARTICLE 14
Special Inspector

The special inspector must be a natural or audit firm. The special inspector shall have a knowledge and experience of economic and legal matters as well as the quality and extent of the audit function necessary for the performance of the task. As for the auditor, Articles 8 to 11 and 26 (3) of Chapter 26 and Articles 8, 18, 19, 24 to 26 and 51 of the Code of Auditors shall apply to a special inspector.

§ 15
Statement of Assurance

A special audit shall be made to the General Meeting. The opinion shall be held for at least two weeks prior to the general meeting of the shareholders in the place indicated in the notice of the meeting. The opinion shall also be sent without delay to the shareholder who requests it. The opinion shall also be made available to the general meeting.

ARTICLE 16
Premium and other costs

The special auditor shall be entitled to a fee from the company. The company shall also bear the costs of other specific inspections. However, the Court may, for special reasons, oblige the shareholder of the applicant to reimburse, in whole or in part, the costs incurred by the company.

Chapter 10

Capital, financial statements, annual activity report and group

Equity
ARTICLE 1
Species and uses of equity

The company's equity capital is divided into tied equity and free equity.

The tied equity capital is:

1) share capital;

(2) the Construction Fund; and

3) the accounting law (136/1997) A revaluation reserve, a fair value fund and a revaluation fund.

Other funds, as well as the profit for the financial year and previous financial years, are free equity.

A reserve fund, born before 1 January 1992, must be presented in a similar way to the equity capital of the housing company.

There are 11, 15, 17 and 18 in addition to this chapter, in addition to this chapter.

ARTICLE 2
Investment free equity fund

In the case of an investment free equity fund, it shall be included in the subscribed capital of the shares which, according to the Treaty or a share decision, does not constitute a share capital or a building fund and which, according to the accounting law, does not constitute a foreign capital, And any other equity investment not included in the rest of the fund. It shall also indicate the amount in which the share capital is reduced and which is not used to cover the loss or the distribution of funds.

Annual accounts and annual report
ARTICLE 3
Application of Accounting Act

The financial statements and the annual report shall be drawn up in accordance with the accounting law and the provisions of this Chapter.

§ 4
Tilikusi

The company's financial accounts are laid down in the Treaty or in the articles of association. Even when the financial year is laid down in the Treaty, a general meeting of shareholders is decided upon. The amendment will enter into force once it is registered.

§ 5
Activity report

An activity report shall always be drawn up in the housing company, stating the information required by this law.

The report shall include:

(1) information on the use of a company consideration where the consideration may be charged for different purposes on different grounds;

(2) the principal lending terms and the outstanding interest on loans;

(3) information on permanent liabilities and mortgages on the assets of the company and on where the deposit books are;

(4) information on material events in the financial year and after the end of the financial year;

(5) information on the implementation of the budget and an adequate explanation of the essential deviation from the budget;

(6) an assessment of future developments; and

7) a government proposal for a company's profit-making measures and a proposal for a possible distribution of any other free equity.

ARTICLE 6
Activity report information on structural and financial arrangements

The report shall include a description of:

(1) where the company has become a parent company, it has been the receiving company in the form of a merger or division or is divided;

(2) the main content of the share decision referred to in Chapter 13, Section 5 or Article 16;

(3) the main content of the decision to issue special rights to the options referred to in Article 3 (3) of Chapter 14;

(4) the principal terms and conditions of the shareholder's special rights clause, which were previously issued by the company; and

(5) the mandate of the Board of Directors and the granting of special rights in respect of the rights of option and other equity.

§ 7
Activity report information on own shares

The report shall inform the company and its subsidiaries:

(1) the total amounts of shares held and held by the company and the parent company, as well as the relative shares of the shares and the shares generated by the shares and the shares to which the shares are entitled; and

(2) the shares and the release and cancellation of the shares and shares of the parent company which entered the company during the financial year.

The annual report shall provide the following information for the company, for the purposes of the financial year, of the shares and the shares of the parent and of the parent company:

1) how the shares have come to the company or how they have been transferred;

(2) the number of shares and a proportional share of all shares; and

3) paid in consideration.

Shares and shares must be reported separately. If the shares have become part of the company's related party or have been transferred to a related party, the related party shall be named.

§ 8
Consolidated financial statements

The drafting of a consolidated financial statements shall, in addition to the rest of the law, comply with the provisions of this Chapter.

The parent company shall always draw up consolidated financial statements if it distributes funds to the shareholders.

§ 9
Instructions and opinions of the Accounting Board

The Accounting Board, as provided for in Article 2 of Chapter 8 of the Accounting Act, may issue guidelines and opinions on the application of the provisions of this Act concerning the preparation of the annual accounts and the activity report.

The group
ARTICLE 10
The group

If the housing company is controlled by a resident or a non-resident entity or a foundation within the meaning of Article 5 of Chapter 1 of the Accounting Act, the parent company is a parent company and a subsidiary is a subsidiary. The parent company and its subsidiaries form a group.

A housing limited company is also controlled by another entity or a foundation where a limited company, together with one or more subsidiaries, or the subsidiary alone or in association with other subsidiaries, is in Chapter 1 of Chapter 1 of the accounting law. -the authority within the meaning of § 1.

The provisions of Chapter 1, Chapter 1, of the Accountancy Act, which provide for the reporting entity, are applicable to the aforementioned housing stock company and, as specified in that Article, the target company is subject to the abovementioned second domestic or foreign The Community or the Foundation.

Chapter 11

Sharing of funds

General provisions
ARTICLE 1
Warning methods

Company funds may be allocated to shareholders only according to the provisions of this Law:

1) distribution of profits ( I bought ) And the distribution of the free equity fund;

(2) the reduction of the share capital referred to in Chapter 17;

(3) the acquisition and redemption of own shares referred to in Chapters 2 and 18; and

4) the dismantling of the company referred to in Chapter 22 and the removal of the register.

The other measure, which reduces the company's assets or increases its liabilities, without any economic justification for the purpose and operation of the company, is illegal.

The funds must not be distributed until the company is registered.

ARTICLE 2
Retention of solvency

The funds shall not be distributed if the allocation decision is known or should have known that the company was insolvent or rendered insolvent.

ARTICLE 3
Division based on financial statements

The allocation referred to in Article 1 (1) shall be based on the last consolidated financial statements. If, according to the law or articles of association, the company has an obligation to choose an auditor, the annual accounts shall be audited. The division shall take into account the fundamental changes in the financial position of the company since the financial statements were drawn up.

§ 4
Obligation to recover funds

Contrary to the provisions of this law or articles of association, the funds received from the company must be returned if the recipient of the assets knew or should have known that the split was carried out in contravention of this law or of the articles of association. The amount to be returned shall be remunerated at the rate of the annual interest rate in force. (633/1982) in Article 12 In accordance with the reference rate.

Allocation of equity and free equity fund
§ 5
Amountable quantity

Subject to Article 2 of the company's ability to pay, the company may share the free equity capital minus the assets to be left out in accordance with the articles of association.

ARTICLE 6
Decision-making

Sharing will be decided at the general meeting. Articles 18 to 22 of Chapter 6 provide for the invitation to the General Meeting and the documentation of the meeting documents to be seen and sent. The General Meeting may decide to allocate more than the amount proposed or approved by the Board of Directors only to the extent that it is required to do so according to the articles of association.

The decision of the General Meeting, which provides for a maximum allocation, may also be authorised by the Board of Directors to decide on the allocation of the dividend or on the distribution of the free equity fund. The authorisation may be valid until the beginning of the next Annual General Meeting.

The decision shall state the amount of the division and the allocation of resources.

The free capital may also be distributed in accordance with Article 1 (1), subject to the consent of all shareholders, unless otherwise specified in the articles of association.

Other provisions
§ 7
Restrictions on the provision of loans and collateral

The company may only issue a cash loan if the debtor is not related to the company referred to in Article 8 and the loan is necessary for the maintenance or use of the company's building. The same applies to the provision of security.

The restriction referred to in paragraph 1 shall not apply where the provision of a loan or security serves the interests of the company and, in the case referred to in Article 8 (1) (1), all the shareholders of the company agree to it or Article 8 (1) (2) to (5). , the general meeting shall decide on it by a majority decision within the meaning of Article 26 of Chapter 6.

§ 8
Company related circle

The company's immediate area includes:

(1) the person who controls the company or who is controlled by the company or which is controlled by the company, or which belongs to the same group;

(2) the owner of the shares of at least one per cent of the shares of a company, or which has, or may have, a holding or voting rights equivalent to ownership, option or convertible, or control over a company belonging to a group of companies or a company; In the Community or the Foundation using it;

(3) the manager of the company, the board member, the auditor and the performance inspector and the person in the entity or the entity referred to in paragraph 1;

(4) the spouse of the person referred to in paragraphs (1) to (3), or any person, sibling, sister and stepsister, the person referred to in paragraphs 1 to 3, and the spouse or person referred to in paragraphs 1 to 3. A relative in the progressive or takenless knee and the spouses or persons of the persons who are married to them;

(5) an entity and a foundation in which the person referred to in paragraphs 2 to 4, alone or in combination with another, is controlled.

For the purposes of calculating the ownership and voting rights referred to in paragraph 1 (2), the provisions of Section 5 (2) and (3) of Chapter 1 of the Accounting Act shall apply. The participation of the Community shareholder and the member shall include the ownership and voting rights of the natural person referred to in paragraph 1 (4) of this Article and of the Community and the foundation referred to in paragraph 5.

For the purposes of the production assumption referred to in Article 1 (3) or Article 2 (2) of the Act, the proportion of ownership or votes referred to in paragraph 1 (2) of this Article shall be 20 %.

PART IV

ESTABLISHMENT AND FINANCING

Chapter 12

Establishment of a housing company

General provisions
ARTICLE 1
The Treaty

The establishment of a company shall be the subject of a written Treaty signed by all the shareholders.

By signing the Treaty, the shareholder is a shareholder in the Treaty. The marking shall not be withdrawn after all shares are marked, unless otherwise agreed.

The term of office of the members, the auditors and the performance inspectors shall begin with the signature of the Treaty.

ARTICLE 2
Content of the Treaty

The Treaty shall always include:

1) the date of the contract;

(2) all shareholders and shares subscribed by each of them;

3) the amount to be paid to the company ( Labelling price );

4) the payment period for the share;

(5) the reasons for the start of the payment obligation of the company;

(6) the grounds for the start of the management of the shares; and

7) members of the board of directors.

The articles of association referred to in Article 13 of Chapter 1 shall be taken or annexed to the Treaty. The order shall be laid down either in the Treaty or in the articles of association.

In addition, the Treaty shall include, where appropriate, the host, auditors and performance auditors. The President of the Board may be appointed by the Treaty.

ARTICLE 3
Merking price

Unless otherwise provided for in the Treaty or in the articles of association, the subscription price of a share shall be entered in share capital, unless otherwise provided for in the building fund or in the fund of free equity or unless otherwise provided in the Accounting Act.

Payment of the share
§ 4
Money payment

The price to be paid shall be paid to the account of the depository of the company in Finland, or to an account held abroad by a foreign credit institution authorised to receive deposits in Finland.

§ 5
Apportic

If the subscription price is paid in whole or in part by other assets ( Apporttie ), the assets must at the time of delivery have at least the corresponding financial value for the company. A commitment to perform a job or service cannot be an apportionment.

The payment of an apportionment shall be laid down in the Treaty. In addition, the Treaty shall contain a statement identifying the apportionment assets and the fee to be paid, as well as a description of the factors affecting the valuation of the assets and the valuation of assets. If the provisions of this paragraph have not been complied with, the meaner shall have the obligation to show that the property had an equivalent economic value for the company. The missing amount must be paid to the company in cash.

If the subscription price is paid in cash, on condition that the company acquires assets in exchange for assets, the purchase shall be subject to the payment of the payment by the apports.

ARTICLE 6
Late payment penalties

The Board of Directors may state the confiscation of the right to a share if the subscription price plus interest on late payment has not been paid out, and the government has not given an additional period of payment to the subscriber. In this case, the Board of Directors may issue the right of labelling to another person.

The person whose entitlement to a share has been lost pursuant to paragraph 1 shall be obliged to pay the company, in addition to the possible collection costs, as compensation for the marking of a tenth of the share price.

Registration and its legal effects
§ 7
Registration of the company

The company shall be notified to be registered within three months of the date of signature of the Treaty or the establishment of the company shall lapse. Details of registration are provided for in the trade register (129/1979) .

Only shares which have been fully paid in time under paragraph 1 may be declared to be registered.

The register shall be accompanied by a declaration by the members of the company's Board of Directors and by the manager of the compliance of the company with the provisions of this Act. The register shall also be accompanied by a certificate from the company's auditors that the provisions of this Act concerning the payment of shares have been complied with. If, according to the law or articles of association, the company is not obliged to choose an auditor, the payment of the shares must be accompanied by another explanation.

In addition, if the share has been paid in the form of an apportionment, the registration declaration shall be accompanied by an auditor's opinion on the statement referred to in Article 5 (2) and whether or not the property had at least the corresponding financial value for the company.

§ 8
Legal effects of registration

The company is born with registration. The obligations arising from the action taken after the signature of the Treaty or by the Treaty for a maximum period of one year prior to the signature of the Treaty are transferred to the company.

After registration, the shareholder cannot rely on the fact that the condition relating to the establishment has not been fulfilled.

§ 9
Operation before registration

Before being registered, the company cannot acquire rights or enter into commitments or be a party to a court or other authority.

On behalf of the company, before it was registered, the company was jointly and severally liable. In the cases referred to in Article 8 (1), the liability shall be transferred to the company when the company is registered.

The Board of Directors and the administrator may, without personal responsibility, exercise the power of speech on matters relating to the establishment of the company and take action to obtain payment for the shares.

ARTICLE 10
Legal action with a non-registered company

If the company's contractual partner knew that the company had not been registered, he or she may, unless otherwise agreed, waive the contract with the company if the registration of the company has not been established within the time limit laid down in Article 7 (1) or if: Registration has been refused. If the contractor did not know that the company had not been registered, he or she may waive the contract until the company is registered.

ARTICLE 11
Criteria for lapsing

The establishment of a company shall lapse unless the company has been notified to register within the period laid down in Article 7 (1) or if the registration is refused.

In the event of a lapse in the establishment, the government and the administrator shall be jointly and severally liable for the return of the payment of the shares and the proceeds from it to the shareholders. The normal costs of the measures referred to in Article 9 (3) may be deducted from the amount to be returned.

Chapter 13

Stock issue

General provisions
ARTICLE 1
Stock issue

The company may issue new shares or dispose of its own shares ( Share ).

In the case of a claim, shares may be issued against a significant fee ( Payment Share ) Or issue shares free of charge ( Free of charge Share ).

ARTICLE 2
General provisions for decision-making

The shares will be decided at the general meeting.

The General Meeting may also, by way of decision, authorise the Board of Directors to decide on the full or partial access to a limited number of shares ( Public limited liability ). In such cases, the decision of the general meeting shall reflect the maximum number of shares to be issued. The authorisation shall be valid for a decision of the general meeting of the year, unless the decision provides for a shorter deadline. Unless otherwise decided, the new shareholder authorisation shall revoke the previous share-lending mandate.

Articles 18 to 22 of Chapter 6 provide for the invitation to the General Meeting and the documentation of the meeting documents to be seen and sent.

ARTICLE 3
Right to shares

In the case of shares, shareholders have the privilege to share shares in the same proportion as they already have shares in the company.

The articles of association may derogate from the provisions of paragraph 1.

In the case of a partial waiver under paragraphs 1 and 2 ( Directed share ) in the event of non-compliance with the right of shareholders or for an economic reason which is heavy for the company. In assessing the acceptability of a planned share, particular attention shall be paid to the relationship between the label and the fair price of the share. The planned share premium shall not be free of charge.

§ 4
Invitation to a meeting on the issue of public limited liability

If the Board of Directors proposes that the General Meeting decides on a issued share or a limited liability issue which does not exclude the government's right to decide on a issued share, it shall be mentioned in the notice of the general meeting. Such a decision of the general meeting shall be taken by a qualified majority within the meaning of Section 27 of Chapter 6.

Contributory share
§ 5
Decision content

The decision on a limited liability position shall state:

(1) the number or maximum number of shares to be issued and whether new shares or shares held by the company are issued;

(2) the number of shares eligible for the control of the extension of the apartment or of the new apartment or of the new apartment or apartment which is to be constructed in the immediate management of each company;

(3) in addition to the subscribed and directed share of the shares, the justification for the fact that a derogation from the right of shareholders is necessary or a weighty economic reason;

4) the amount to be paid for the shares ( Labelling price ) And the criteria for determining it;

(5) the payment period;

(6) the reasons for the start of the payment obligation of the company; and

(7) the reasons for the start of the management of the shares.

In addition, if all persons entitled to the label do not subscribe to their shares at the closing meeting, the following shall be mentioned:

(1) the subscription period; and

2) in the case of a non-targeted public limited liability, the time when the right of subscription must be exercised.

The number of shares referred to in paragraph 1 (2) shall be determined on the same basis as the number of shares eligible for the management of the company's other apartments.

In the context of the decision to increase the share capital of the company, the articles of association shall be amended to reflect the elements referred to in Article 13 (1) (4) and (5) of Chapter 1 for the apartments referred to in paragraph 1.

The period referred to in paragraph 2 (2) shall not end until two weeks have elapsed since the start of the subscription period.

ARTICLE 6
Merking price

The subscription price for the new share shall be entered in the form of an increase in the share capital, unless it is determined in full or in part by the liability decision to the fund of free equity or to the building fund or, unless otherwise provided in the accounting law.

The amount to be paid out of the company's own shares shall be entered into the invested free equity fund unless it is determined in full or in part in the share capital decision, as otherwise provided in the accounting law.

§ 7
Shareholders' right to information

A shareholder who, in accordance with the decision referred to in Article 5 (2), is entitled to subscribe to a share, shall, before commencement of the subscription period, notify the decision in the same way as the invitation to the general meeting. At the same time, it must be stated how and in what period the shareholder has to act if he wishes to exercise his right.

The notification referred to in paragraph 1 shall not be required if the corresponding information is included in the meeting of the meeting of the general meeting which decides on the issue of shares, or is available at the final meeting of the shareholders in which the shareholder is present.

The content of the partial decision and the documents relating to the financial position of the company referred to in Article 22 of Chapter 6 of Chapter 6 shall be kept at the disposal of the shareholders referred to in paragraph 1 throughout the subscription period.

The decision on the payment of a fee shall be notified to the shareholders in the same way as an invitation to the general meeting if the Board of Directors has decided on the issue on the basis of a mandate.

§ 8
Labelling

The label's marking shall take place with evidence. The labelling shall indicate the label on which the label is based and the shares which are the subject of the label.

§ 9
Receiving subscription prices

The company shall not dispose of its subscription price. If the company is declared bankrupt, it is a bankruptcy.

The amount of the marking may be offset by the receivables of the company only with the agreement of the Board of Directors, unless otherwise specified in the share price decision.

ARTICLE 10
Money payment

The price to be paid shall be paid to the account of the depository of the company in Finland, or to an account held abroad by a foreign credit institution authorised to receive deposits in Finland.

ARTICLE 11
Apportic

If the subscription price is paid in whole or in part by other assets ( Apporttie ), the assets must at the time of delivery have at least the corresponding financial value for the company. A commitment to perform a job or service cannot be an apportionment.

The payment of the marking shall be indicated in the decision on the payment of the apportionment. The decision shall also contain a statement identifying the apportionment of the apportionment and the payment of the fee and the valuation of the assets and the valuation of assets. If the provisions of this paragraph have not been complied with, the meaner shall have the obligation to show that the property had an equivalent economic value for the company. The missing amount must be paid to the company in cash.

If the subscription price is paid in cash, on condition that the company acquires assets in exchange for assets, the purchase shall be subject to the payment of the payment by the apports.

ARTICLE 12
Late payment penalties

The Board of Directors may state the confiscation of the right to a share if the subscription price plus interest on late payment has not been paid out, and the government has not given an additional period of payment to the subscriber. In this case, the Board of Directors may issue a right of subscription to another person or annul an unpaid new share.

The person whose entitlement to a share has been lost pursuant to paragraph 1 shall be obliged to pay the company, in addition to the possible collection costs, as compensation for the marking of a tenth of the share price.

ARTICLE 13
Registration of new shares

The subscribed new shares may be declared for registration when they have been fully paid and any other marking conditions have been met. In this case, the parties shall be registered for registration without undue delay and, where appropriate, in more than one instalment. When assessing the delay, account must be taken of the rights of shareholders and the costs of notification to the company. In addition, after more than one year after the start of the subscription period, the registration of new shares shall be made immediately after the end of each financial year. When notifying a new stock, a possible increase in share capital based on the subscription price of the share shall also be indicated.

The shares shall be notified for registration within five years of the share-of-share decision, unless a limited period has been fixed for a limited period of time, or it shall lapse.

The register shall be accompanied by a declaration by the members of the company's Board of Directors and by the manager that the provisions of this Act have been complied with in the issuing of shares. The register shall also be accompanied by a certificate from the company's auditors that the provisions of this Act concerning the payment of shares have been complied with. If, according to the law or articles of association, the company is not obliged to choose an auditor, the payment of the shares must be accompanied by another explanation.

In addition, if the share has been paid in the form of an apportionment, the registration declaration shall be accompanied by an auditor's opinion on the statement referred to in Article 11 (2) and whether or not the property had at least the corresponding financial value for the company.

ARTICLE 14
Legal effects of registration

The new stock will produce the rights of the shareholder from the date of registration, unless the share antiquity decision provides for a later date. However, the shares will bear the rights of the shareholder no later than one year from the date of registration.

After registration, the shareholder, after registration, cannot rely on the fact that the condition relating to the label has not been fulfilled.

§ 15
Extradition of own shares held by the company

In the case of own shares held by the company, the stock may not be released until the transfer is fully paid. The management of the stock book shall not be transferred to the transferee before that date.

Free share contribution
ARTICLE 16
Decision content

The non-payment decision shall state the number of shares to be issued and whether new shares or shares held by the company are issued.

In the case of shares issued in a free share capital, the decision shall also include the information referred to in Article 5 (1) (2), (6) and (7).

§ 17
Registration and its legal effects

Free shares shall be reported to be registered without delay after a limited liability decision.

The shares of the shareholder, other than those referred to in Article 16, shall be produced as from the date of registration, unless the share antiquity decision provides for a later date.

ARTICLE 18
Free share contribution to the company

The company may decide on free access to the company for the company so that the new shares registered in the company are subject to the company's own shares rules. Such a limited liability shall not be subject to the provisions relating to limited liability.

Chapter 14

Options and other special rights for shares

ARTICLE 1
Options and other special rights

Where there is a financial reason for the company, the company may, as provided for in this Chapter, grant special rights which justify the payment of new shares or own shares held by the company. The rightholder may have the right to choose whether he holds shares ( Option-law ). The right may also be accompanied by a commitment to the subscription.

The right referred to in paragraph 1 may be granted to the creditor of the company in such a way as to include a condition relating to the application of the creditor's claim to the marking of the share price of the share.

ARTICLE 2
Decision-making

The conferment of rights and other rights referred to in Article 1 shall be decided at the general meeting.

The General Meeting may also, by decision, authorise the administration, in whole or in some cases, to decide on the issue of the granting of the rights and other rights referred to in Article 1. In such cases, the decision of the general meeting shall reflect the maximum number of shares to be issued. The authorisation shall be valid for a decision of the general meeting of the year, unless the decision provides for a shorter deadline. Unless otherwise decided, the new authorisation shall revoke the previous authorisation.

The decision referred to in paragraphs 1 or 2 of the General Meeting shall be taken by a qualified majority within the meaning of Article 27 of Chapter 6. Articles 18 to 22 of Chapter 6 provide for the invitation to the General Meeting and the documentation of the meeting documents to be seen and sent.

ARTICLE 3
Decision content

The decision to grant the rights referred to in Article 1 shall state:

(1) shares to which each option or other right referred to in Article 1 confers the right and whether new shares or shares held by the company are issued;

(2) the number or maximum number of options referred to in Article 1;

(3) the rights of the sign or other rights referred to in Article 1;

(4) where the rights of option or other rights referred to in Article 1 are received in return for consideration, their signings or other consideration, marking and payment periods;

(5) share marking, marking times and payment periods;

(6) the reasons for giving rise to a weighty economic reason within the meaning of Article 1 (1), as well as the criteria for determining the marking prices of rights or any other consideration and share prices; and

(7) provisions on the status of the rights to be granted in the exercise of rights under this Chapter in respect of other decisions, in the allocation of the company's assets in accordance with Article 1 (1) of Chapter 11, in the acquisition of rights under this Chapter; The company and the company in the event of a merger or division, as well as the provisions relating to the treatment of a redemption dispute in respect of a merger or division in court or arbitration, the conduct of the redemption price and the rights Transition.

Save as otherwise provided in the Decision, the right holder's right to redemption in a merger and division shall also be subject to the provisions of Chapter 19, Article 13 and Article 13 of Chapter 20.

Where the right of option or other entitlement referred to in Article 1 is paid in the form of a subscription price, it shall be credited to the fund of free equity, unless it is provided for in the decision to have a significant share capital increase or to a building fund.

§ 4
Shareholders' right to information

The decision on the granting of privileges and other rights referred to in Article 1 shall be notified to the shareholders in the same way as an invitation to the general meeting if the Board of Directors has decided to grant rights on the basis of a mandate.

§ 5
Rights marking

The marking of the options and other rights referred to in Article 1 shall take place in evidence. The marking shall indicate the meaner of the company's decision on which the label is based and the rights which are the subject of the label.

ARTICLE 6
Execution of the resistance to the company

Articles 9 to 11 and 12 (1) of Chapter 13 shall apply to the payment of any kind of subscription or other consideration referred to in Article 1, as provided for in Articles 9 to 11 and 12 (1) of Chapter 13. The apport and the penalties for late payment. The provisions referred to in those provisions shall apply to the decision referred to in Article 3 of this Chapter.

§ 7
Sharing of shares

The provision of shares shall, by the way, be subject to Articles 6 and 8 to 15 of Chapter 13. The provisions referred to in those provisions shall apply to the decision referred to in Article 3 of this Chapter.

However, in the case of the issue of shares under this Chapter, the deadline laid down in Article 13 (2) of Chapter 13 shall not apply to the registration of a new share.

Chapter 15

Increase in share capital

ARTICLE 1
The ways of raising

The share capital may be increased:

(1) the full or partial subscription price for shares or any other special rights to share capital as laid down in Chapters 13 and 14;

2) by transferring funds from equity to equity or from the building fund ( Fund increase ); or

(3) in the case of share capital, which, other than in the case referred to in paragraph 1, is made subject to the condition that they are entered in the capital of the company ( Share capital investment ).

ARTICLE 2
Fund increase

The fund increase will be decided at the general meeting.

The decision of the Annual General Meeting, which provides for a maximum rate of increase, may also be authorised by the Board of Directors to decide on a fund increase. The authorisation shall be declared to be registered without undue delay, but no later than one month after the decision. The authorisation shall be valid for a decision of the general meeting of the year, unless the decision provides for a shorter deadline. Unless otherwise decided, the new authorisation shall revoke the previous authorisation.

The decision on the increase in the fund shall indicate the amount of the mark-up and what resources are used for the increase. Articles 18 to 22 of Chapter 6 provide for the invitation to the General Meeting and the documentation of the meeting documents to be seen and sent.

ARTICLE 3
Share capital investment

The increase in share capital based on equity capital is decided by the Board of Directors. The decision shall indicate the amount of the mark-up and the investment to which the mark-up is based.

The payment of an investment shall be subject to the provisions of Articles 9 to 11 of Chapter 13 for subscription price, money and apport. In this respect, the provisions of the above articles relate to the decision on the increase in the share capital.

§ 4
Registration and legal effects of an interest

For the purpose of registration of the increase in the share capital when the share capital is increased for the subscription price of new shares, Article 13 (13) of Chapter 13 provides.

The remaining share capital increase shall be reported as soon as possible after any payment has been made to the company and the terms of the mark-up have already been fulfilled. The register shall be accompanied by a declaration by the members of the company's Board of Directors and by the manager of the compliance with the provisions of this Act concerning the increase in the share capital. The registration declaration shall also be accompanied by a certificate from the company's auditors that the provisions of this Act concerning the payment of share capital have been complied with. If, according to the law or articles of association, the company is not obliged to choose an auditor, the payment of the share capital shall be accompanied by another statement.

In addition, if an increase has been paid in the form of an apportionment, the registration declaration shall be accompanied by an auditor's opinion on the statement referred to in Article 11 (2) of Chapter 13 and whether the property was at least equivalent to the corresponding economic value. Company.

The share capital is increased when the increase is registered. After registration, the payer cannot rely on the legal action to invoke the fact that the condition relating to the proceedings has not been fulfilled.

Chapter 16

Capital loan

ARTICLE 1
Reality and other loan terms

The company may take a loan ( Capital loan ), which:

(1) capital and interest shall be paid in the liquidation and bankruptcy of the company only by subordinated debt to all other liabilities;

(2) capital may otherwise be repaid and interest paid only in so far as the amount of the free equity of the company and all its subordinated loans at the time of payment exceeds or exceeds the last financial year ending in the company's last financial year; The amount of the loss in the balance sheet; and

(3) the payment of capital or interest by the company or its subsidiary shall not be guaranteed.

Article 4 and Article 27 (1) of Chapter 27 shall apply to the repayment of capital, the payment of interest and the provision of a guarantee against Article 1 (1) of the capital loan.

The provisions of this Article shall not apply to the creditors' safeguard procedure referred to in Article 17 (2), Chapter 19, Article 6, Article 6 and Article 4 (4) of Chapter 21. However, the amount to be paid to the creditor of a capital loan shall be paid or lodged only after the measure requiring the protection of the creditors is registered. With the agreement of the creditor of the capital loan, the capital loan may be used for the payment of an increase in the share capital, converted into equity or used to cover the loss of the company.

ARTICLE 2
Other provisions

The capital loan shall be made in writing. The change in the terms of the loan or the provision of a guarantee is invalid if it is contrary to Article 1 (1).

If interest on a capital loan cannot be paid, the interest shall be payable on the basis of the first annual accounts on the basis of which it can be paid.

Capital loans have equal access to the company's assets, unless otherwise agreed between the creditors of the company and the capital loans.

Capital loans shall be entered as a separate item on the balance sheet.

PART V

REDUCTION OF SHARE CAPITAL AND OWN SHARES

Chapter 17

Reduction of equity capital

ARTICLE 1
Decision-making

The General Meeting may decide on the distribution of share capital, on a reduction in the free equity fund, and on the use of capital to direct a loss to which free equity is not sufficient ( Coverage of defeat ). The share capital shall not be reduced below the minimum share capital referred to in Article 7 (1) of Chapter 1.

The decision shall specify the amount of the reduction or its maximum amount and the amount of the reduction referred to in paragraph 1. Articles 18 to 22 of Chapter 6 provide for the invitation to the General Meeting and the documentation of the meeting documents to be seen and sent.

The decision-making process for the acquisition and redemption of own shares is set out in Chapter 18. In Chapters 19 to 22, the decision-making process and the protection of creditors in connection with the merger, division, modification of the company and dismantling of the company are laid down.

ARTICLE 2
Creditor protection procedure

The creditors of the company whose claim has been made before issuing the alert referred to in Article 4 shall be entitled to oppose a reduction in the share capital. However, there is no justice if the reduction is used to cover the loss or if the share capital is increased at the same time by at least the reduction.

If the share capital has been reduced to cover the loss, during the three years following the registration of the reduction, the free equity of the company may be distributed to the shareholders only in accordance with the creditors' safeguard procedure. However, the creditor does not have the right to object if the share capital has been increased by at least the amount of the reduction.

ARTICLE 3
Registration and application of an alert

If, pursuant to Article 2 (1), the creditors are entitled to oppose a reduction in the share capital, the company shall, within one month from the date of the decision to reduce the share capital, declare the reduction to be registered and apply for an alert pursuant to Article 4. The registration authority or the decision shall lapse.

§ 4
Alert to creditors

Upon receiving the application referred to in Article 3, the registry authority shall issue to the creditors referred to in Article 2 (1) of the company an alert indicating the creditor's right to oppose the reduction by informing the registry authority in writing. At the latest on the date specified in the alert. The registration authority shall publish the alert in the Official Journal no later than three months before the date of destination and shall register it for its post.

No later than one month before the date of destination, the company shall send a written declaration to its creditors referred to in Article 2 (1). A certificate for the transmission of notifications by a member of the Board of Directors or the host Member shall be submitted to the registry authority at the latest on the date of the deadline.

The registry authority shall inform the company without delay of any objections notified to it after the date of destination.

§ 5
Conditions for registration

The registry authority shall register the reduction of the share capital if the creditor has not objected to a reduction or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.

If the creditor has objected to the reduction, the reduction decision shall expire one month after the date of adoption. However, the registry authority shall suspend the proceedings if, within one month of the date of the application, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and the creditor Ask for it together.

Stock capital is reduced when the discount is registered.

ARTICLE 6
Other registration of reduction of share capital

The company shall, within one month, notify the registration of a decision on the reduction of the share capital which, pursuant to Article 2 (1), the creditors do not have the right to object, or the decision lapses. The share capital has been reduced once the decision is registered.

The reduction in share capital and the increase referred to in Article 2 (1) of the share capital shall be reported to be registered at the same time.

§ 7
Application of the creditors' safeguard procedure to change the articles of association

The articles of association may stipulate that the creditors of the company or of the shareholder, in accordance with Articles 3 to 5, have the right to object to the modification or order of the order of the articles of association referred to in the order. Articles 3 to 5, which provide for a reduction in the share capital, shall apply to the modification or order of the statutes, with the exception of the one-month period laid down in Article 3.

Chapter 18

Company's own shares

General provisions
ARTICLE 1
Acquisition, redemption and pledge

The company may decide, as provided for in this Chapter:

1) acquire its own shares ( Acquisition );

(2) redeem the second tranche on the basis of the redemption clause in Article 5 of Chapter 2; and

3) to pledge their own shares.

In addition, if the acquisition is carried out by reducing the company's share capital, the provisions of Chapter 17 shall apply.

ARTICLE 2
Restriction of scope

The provisions of this Chapter concerning the acquisition, redemption and deposit of own shares shall not apply when the company:

(1) when receiving the assets and liabilities of another company in the event of a merger or division, they receive their own shares or shares;

(2) purchase the company in the auction of its own shares; or

3) will receive the consideration of its own shares.

ARTICLE 3
Holding, cancellation and disposal

Hankitted, redeemed and any other equity held by the company may be retained by the company, invalidated or transferred.

Paragraph 6 and further extradition are laid down in Chapter 13. The obligation to disclose or annul own shares acquired or redeemed in breach of this law shall be governed by Article 6 (2) and (3).

Acquisition and redemption of own shares
§ 4
Provisions for decision-making

The acquisition and redemption of the company's own shares will be decided at the general meeting. The decision shall be taken by a qualified majority within the meaning of Section 27 of Chapter 6. The company may not acquire or redeem all its own shares.

Where a company acquires or redeems its own shares other than shares owned by shareholders, the assessment of the acceptability of the acquisition or redemption shall pay particular attention to the remuneration offered and the fair price of the share Relationship.

A decision of the General Meeting specifying the maximum number of shares to be procured or redeemed, the duration of the mandate and the minimum and maximum amount of the consideration, may be authorised by the Government to decide on the acquisition or redemption of: Or in some respects. The authorisation shall be valid for a decision of the general meeting of the year, unless it provides for a shorter deadline. Under the mandate, own shares can only be acquired or redeemed on free capital.

Articles 18 to 22 of Chapter 6 provide for the invitation to the General Meeting and the documentation of the meeting documents to be seen and sent. If the Board of Directors proposes that the general meeting should decide on the acquisition or redemption or the authorisation of a government for a acquisition which does not exclude the right of the government to decide on the acquisition, the matter shall be mentioned: In the notice of meeting.

§ 5
Content of the decision on the procurement and redemption

The decision on the acquisition and redemption shall state:

(1) whether it is a question of acquisition or redemption;

(2) the number or maximum number of shares referred to in the decision;

(3) from whom shares are acquired or redeemed and, where appropriate, in which order, and the reasons for which the conditions referred to in Article 4 (2) are fulfilled for the acquisition or redemption;

(4) the time when the acquired shares must be offered to the company or the date on which the redemption takes place;

(5) the consideration of the shares and the reasons for its determination and, where the consideration is assets other than money, a statement of the value of such assets;

6. Payment time for consideration; and

7) how the company's equity is affected by the procedure.

ARTICLE 6
Cancellation and disclosure of shares in certain situations

The Board of Directors may decide to invalidate the shares held by the company. The declaration shall be registered as soon as possible. The shares have been cancelled when the notification is registered.

Contrary to the provisions of this law, the acquired and redeemed shares must be surrendered without undue delay, but at the latest one year after the harvest.

If the shares have not been surrendered within the time limit referred to in paragraph 2, they shall be cancelled.

Adding and marking of own shares
§ 7
Own shares as collateral

The company can take its own shares as collateral. The decision to take a post is decided, as is the acquisition of own shares.

In addition to the provisions of Chapter 10 of the Arc, which provides for the transfer of own shares, the sale of own shares is subject to the provisions of Chapter 10.

§ 8
Marking of shares and of the parent company

The company or its subsidiary shall not receive shares in the company for consideration. If the company has subscribed to the company in connection with its creation, the signatories shall be deemed to have subscribed. If the company has subscribed to the company's shares in a paid share, its members and the manager shall be deemed to have subscribed shares. If the subsidiary has subscribed to shares in the parent company, the shares of the members of the parent company and the host and those in the subsidiary are deemed to have subscribed. Signals shall be jointly responsible for the payment of the label. However, it is not regarded as an indication that he objected to the labelling or that he did not know and should not have known about the label.

Anyone who has subscribed to the company's shares in its own name on behalf of the company or its subsidiary shall be deemed to have subscribed to the shares in its own account.

The company itself is governed by Article 18 (18) of Chapter 13.

PART VI

AMENDMENT AND DISMANTLING OF THE COMPANY STRUCTURE

Chapter 19

Merging

Definition and implementation of the merger
ARTICLE 1
Merging

Public housing company ( The merging company ) May be assimilated to another housing company or other limited company ( Receiving company ), when the assets and liabilities of the merging company are transferred to the receiving company and the shareholders of the merging company receive shares in the acquiring company. The transaction fee may also be money, other assets and commitments.

In the case of a non-merger company participating in a merger, the merger plan and its acceptance, the protection of creditors and the right of the holder of the merging company and the right holder to claim redemption and redemption price Subject to the provisions of the (624/2006) Provides.

If the cooperative owns all the shares in the housing company, the housing company may merge with the cooperative, as is the case with the cooperative (421/2013) in Chapter 20, Article 2 Provides for the merger of a limited liability company to the cooperative. If the Housing Association owns all the shares in the housing company, the Housing Limited Company may merge with the Housing Association as set out in this Chapter and the Law on Housing (1072/1994) Article 81 Provides. (14.6.2013/428)

ARTICLE 2
Procedures for the merger

The merger may take place in such a way that:

1) one or more of the merging companies merge with the receiving company ( Absorption simulation ); or

2) at least two of the merging companies merge by establishing a single acquiring company ( Combination ulation ).

With a subsidiary merger Refers to absorption simulations in which the merging companies own all the shares of the merging company, as well as any rights of option and other special rights conferring entitlement to shares.

With a triple merger Means absorption simulations where the company other than the receiving company provides for a merger.

The companies participating in the merger In this chapter refers to the merging company and the receiving company.

The merger plan and auditor's opinion
ARTICLE 3
The merger plan

The governments of the merging companies shall draw up a written draft terms of merger, which shall be dated and signed. In the case of a three-year merger, the draft terms of merger shall also be signed by the supplier of the merger.

The merger plan shall include:

(1) the activities of the merging companies and any other consideration of the merger consideration, company and community symbols, or equivalent identification data and domicile;

2) a statement of the reasons for the merger;

(3) in the case of absorption, a proposal for a change in the statutes of the acquiring company and the proposal to establish the statutes of the company to be set up and the selection of the members of the institutions to be set up;

(4) in the case of absorption, a proposal for the number of shares which may be given in the form of a merger and whether new shares or shares held by the company are given, together with a proposal for the acquisition of shares by the acquiring company; The number;

(5) in the case of shares issued in the form of a draft terms of merger, the proposal for the start of the payment obligation of the company;

(6) the proposal for the start of the holding of the holding of management of the shares in the draft terms of merger;

(7) a proposal for a possible further consideration of the merger and, where consideration is given for the rights of option or other equity, the conditions set out in Chapter 14, Section 3;

(8) the proposal for the breakdown of the draft terms of merger, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;

(9) a statement or a proposal concerning the rights of the holder of the merging company's right of option and other equity holders in the merger;

(10) in the case of absorption, the proposal for a possible increase in the share capital of the receiving company and the proposal for a combination of the share capital of the acquiring company;

(11) a description of the assets, liabilities and capital of the merging company and the factors affecting their valuation, the intended effect of the merger on the balance sheet of the acquiring company and the accounting records applicable to the merger; Methods;

(12) a report on the need for the maintenance of the buildings and real estate of a merging company during the five years following the signing of the draft terms of merger, which will have a substantial impact on the holding of holdings under the control of the shareholder; Operating costs, company consideration or other costs related to the use of premises;

(13) a proposal on the right of companies involved in a merger to decide on non-routine arrangements affecting the amount of their own capital or shares;

(14) a statement of capital loans, which may be opposed by creditors in accordance with Article 6;

(15) a statement of the number of shares of the merging company and its subsidiary and its parent company and the number of shares held by the merging companies owned by the merging companies;

16) a statement of the merger law on the property of the merging companies; (18/04/1984) Of the European Parliament and of the Council;

(17) a statement or a proposal for a specific interest to be given to the member of the Board of Directors, the manager, the auditor, the performance inspector and the auditor of the draft terms of merger; and Rights;

(18) a proposal for a planned registration date for the implementation of the merger; and

19) a proposal for possible other merger conditions.

The provisions of paragraphs 4 to 10, 12 and 13 of paragraph 2 shall not apply to a subsidiary.

§ 4
Statement by the auditor

The governments of the merging companies shall appoint one or more auditors to give an opinion on the draft terms of merger to each of the merging companies. The opinion shall assess whether the draft terms of reference provide the correct and sufficient information on the basis for the consideration of the consideration and the allocation of the consideration. In addition, the opinion issued to the receiving company shall state whether the merger would be liable to jeopardise the company's debts.

If all the shareholders of the merging companies agree, or if there is a merger, there is a statement as to whether the merger would be liable to jeopardise the payment of the debts of the acquiring company.

Registration and alert of creditors of the merger plan
§ 5
Registration of the merger plan

The merger plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 4.

The notification shall be made by the merging companies together. The notification is made by the parent company in the merger.

The merger shall lapse if the notification is not filed within the deadline or the registration is refused.

ARTICLE 6
Alert to creditors

The creditors of the merging company, whose claim has been incurred prior to the registration of the draft terms of merger, shall be entitled to object to the merger. The same right also applies to a creditor whose claim may be recovered without a judgment or decision, as is the case in the Law on the execution of taxes and charges. (20/2007) Shall be laid down and produced at the latest on the date referred to in paragraph 2.

Upon application by the merging company, the registry authority shall issue an alert to the creditors referred to in paragraph 1 which refers to the creditor's right to oppose the merger by informing the registry authority in writing, at the latest, On the date specified in the alert. The lodging of an alert shall be submitted within four months of the registration or merger of the merger plan. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.

An alert shall also be issued to the creditors of the receiving company upon application by the receiving company, where the merger is liable to jeopardise the payment of the debts of the acquiring company, according to the opinion of the auditor referred to in Article 4. The creditors of the acquiring company shall then be subject to the provisions of this Chapter.

§ 7
Letter from the company to creditors

No later than one month before the date of destination, the company shall send a written declaration to the known creditors referred to in Article 6 (1) that were born before registration of the draft terms of merger. Where, in accordance with Article 13, the holder of a company's right of option or of a special right to acquire shares has required redemption, the creditors shall be informed of the amounts of the rights required to be redeemed. The notification may be sent after the merger will take place after the merger. However, if all holders of special rights to the company's option of option and other shares have given notice of their waiving or otherwise have no entitlement to redemption, the notification may be sent earlier.

§ 8
Enterprise restructuring

Law on the restructuring of the company (187/1993) Shall replace the alert referred to in Article 6, and the creditor shall not be entitled to oppose the merger under this law if all the merging companies are part of the same group and the restructuring programme for them. At the same time.

The merger plan and its annexes shall be attached to the proposal for a restructuring programme.

Conclusion of the merger
§ 9
Competent body and timing of the decision

In a merging housing company, a merger is decided by a general meeting. Decision-making is provided for in Section 37 of Chapter 6. However, the merger of a subsidiary may be decided by the board of the merging company.

In the receiving housing company, the merger is decided by a qualified majority within the meaning of Article 27 of Chapter 6.

The general meeting of shareholders shall be held within four months of the date of registration or merger of the merger plan. The Annual General Meeting shall, however, be held no later than one month before the date referred to in Article 6, unless the holders of any rights of option and other special rights in other shares have waived their right to claim redemption.

ARTICLE 10
Notification to holders of special rights for options and other equity

The merging company shall have no earlier than two months, and no later than two weeks before the date of the general meeting, of the redemption rights referred to in Article 13, on the basis of the special rights conferred on them by the Holders entitled to claim redemption and whose address is known to the company. If the address of all the rights holders entitled to redemption is not known to the company, the right of redemption shall also be reported in the Official Journal.

ARTICLE 11
Keeping and sending documents

The following documents shall, for a period of at least two weeks before the date of the merger, be held by the shareholders in the place indicated in the notice of the meeting, without delay, send to the shareholder who requests it, and shall place the following documents: Be seen at the General Meeting:

1) the draft terms of merger;

(2) the annual accounts, activity reports and audit reports of each merging company for the last three financial years;

(3) decisions on the allocation of funds which may have been made by each of the merging companies after the last financial year;

(4) a statement by the Government of events that have a material impact on the post-financial situation of the company; and

5) the opinion on the draft terms of merger referred to in Article 4.

In the case of a three-year merger, the shareholders shall consider the documents referred to in Article 22 (2) of Chapter 6 of the Merger Regulation.

ARTICLE 12
Legal effects of the merger decision

The merger decision of the merging company shall replace the terms and conditions of the merger of the shareholders of the merging company and the holders of special rights holders and other special rights holders entitled to participate in the shares of the merging company and of the other activities which establish the right to: The merger consideration. The merger plan also replaces the Treaty establishing the host company.

If the merger is not accepted in accordance with the draft terms of merger, without any change in all the merging companies, the merger will fall. The decision to reject the merger or the expiry of the merger shall be notified forthwith to the registration.

Recreation of special rights for options and other equity
ARTICLE 13
Redemption

The holder of the special rights conferring rights and other rights in other shares may require the acquisition of their rights by the shareholders' meeting in the event of a merger or by providing evidence to the merging company prior to the merger The general meeting. Before a decision is taken on the merger, the general meeting shall be informed of the number of rights which have been claimed.

Where the rights of the host company are not settled by the host company, the matter shall be referred to the court or arbitrators, in so far as the right to redemption or the conditions of redemption of the special rights to other shares are not agreed with the host company. Conditions are laid down. The holder of the right shall institute proceedings no later than one month after the general meeting. After the presentation, the right holder is entitled only to the price of redemption. If the redemption procedure later confirms that he does not have the right to redemption, he shall have the right to a merger in accordance with the draft terms of merger. If the merger falls, the redemption procedure shall also lapse.

The redemption price is the fair price to be paid for the right of option or of a special right before the merger of other shares. For the purposes of calculating the redemption price, no account shall be taken of the degrading effect of the merger of the merging company's right of option or of any other specific right to share the shares. The redemption price shall be remunerated at the annual rate for the period between the merger decision and the payment of the redemption price Article 12 of the Statute, , in accordance with the reference rate in force.

The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the merger.

The receiving company is responsible for paying the redemption price. The merging company shall immediately inform it of the redemption requirements.

Implementation of the merger and legal effects
ARTICLE 14
Communication on the implementation of the merger

The merging companies shall notify the registry authority of the implementation of the merger within six months of the merger decision or the merger shall lapse. The notification shall be accompanied by:

(1) the assurance of each of the members of the board of the merging company and of the manager that the merger has complied with the provisions of this law;

(2) the auditor's certificate that the receiving company has received full consideration of the amount of its own capital and its opinion on the report referred to in Article 3 (2) (11) of the Merger Plan;

(3) a certificate issued by a member of the Government or a manager to send the declarations referred to in Article 7; and

(4) decisions concerning mergers of companies involved in the merger.

The parent company is responsible for the merger with the subsidiary. By way of derogation from paragraph 1, the notification shall be accompanied by a declaration by a member of the government of the parent company or by a manager of the parent undertaking that the merger has complied with the provisions of this Act and the certificate referred to in Article 7 Decisions on transmission and merger.

§ 15
Conditions for registration

The registry authority shall register the merger if the creditor has not objected to the merger, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.

If the creditor has objected to the merger, the registry authority shall inform the company without delay. In the case of a creditor, the merger shall expire one month after the date of adoption. However, the registry authority shall suspend the proceedings if, within one month of the date of effect, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and The joint creditor shall request that the proceedings be adjourned.

The merger may be carried out even if the merging company has been liquidating, unless the company's assets have been committed to shareholders within the meaning of Article 15 of Chapter 22.

If, in the event of a merger, more than one asset is subject to a business mortgage within the meaning of a business mortgage law, the merger shall not be registered unless, on the basis of an application, companies and The agreement of the mortgage holders on the organisation of the privileges of mortgages.

ARTICLE 16
Legal effects of the merger

The assets and liabilities of the merging company shall be transferred to the recipient company when the merger has been implemented. At the same time, the merging company will erupt and the company receiving the combination will be created.

The assets and liabilities of the merging company shall not be included in the balance sheet of the acquiring company from a higher value than their financial value for the receiving company. The commitment to carry out the work or service shall not be entered in the balance sheet.

At the time of registration of the merger, the shareholders of the merging company, as well as holders of special rights for the option and other shares, shall be entitled to a merger in accordance with the draft terms of merger. New shares in the form of a merger will produce the rights of the shareholder as from the date of registration, unless the draft terms of merger provides for this later. However, the shares will bear the rights of the shareholder no later than one year from the date of registration. The shares of the merging company owned by the acquiring or merging company do not give rise to the merger consideration.

If, in order to qualify for a merger, special operations are required for the beneficiary, such as the presentation of a book of shares, and no consideration is required in this way within 10 years of the registration of the merger, the company meeting of the receiving company may: Decides that the right to a merger and the rights deriving from it are lost. The consideration received is received by the acquiring company.

§ 17
Final statement

The Board of Directors and the host of the merging company shall, as soon as possible after the merger, prepare the accounts and the activity report for which the annual accounts have not yet been presented at the general meeting ( Final statement ). If, according to the law or articles of association, the company has an obligation to choose an auditor, the final statement shall be given to the company's auditors, who shall, within one month, submit an audit report on the final statement.

After the operations referred to in paragraph 1, the Board of Directors shall invite shareholders to a meeting of shareholders to confirm the final statement. The meeting shall be subject to the provisions of the general meeting.

The final statement shall be promptly reported to be registered.

ARTICLE 18
Cancellation of the merger

Even if the merger is registered, it will be cancelled if the merger decision according to the Court's final judgment is invalid. The merging company and the receiving company are jointly responsible for the obligation of the host company, which was incurred after the merger was registered, but before the judgment was registered.

Provisions applicable to mutual real estate companies
§ 19
Cross-border mergers

In addition to the provisions of this Chapter, the mutual real estate company referred to in Article 28 (2) shall be subject to the provisions of Articles 19 to 28 of Chapter 16 of the Companies Act concerning cross-border mergers.

Chapter 20

Distribution

Definition and means of implementation
ARTICLE 1
Distribution

Public housing company ( Distribution company ) May be distributed in such a way that the assets and liabilities of the distribution company are partly or wholly transferred to one or more housing corporations or other limited liability companies ( Receiving company ) And the shareholders of the distribution company receive shares in the acquiring company. The distribution formula shall also be money, other assets and commitments.

For the purposes of the distribution plan and its acceptance, as well as the protection of creditors, as provided for in Chapter 17 of the Companies Act, the acquiring company shall be subject to the other limited liability company.

ARTICLE 2
Methoderisation methods

Distribution may take place in such a way that:

(1) all assets and liabilities of a distribution company shall be transferred to two or more of the receiving companies and the distribution company shall erupt ( Total breakdown ); or

2) part of the assets and liabilities of the distribution company is transferred to one or more of the receiving companies ( Partial distribution ).

For a company operating in division Means the division in which the acquiring company was established before the implementation of the distribution; and The company to be created by the division The division in which the acquiring company is established in the context of division. Distribution can be carried out at the same time as the company that operates and is established.

Companies participating in distribution For the purposes of this Chapter, the company and the receiving company.

The distribution plan and the auditor's opinion
ARTICLE 3
Breakdown plan

The governments of the participating companies shall draw up a written distribution plan, which shall be dated and signed.

The breakdown plan shall include:

(1) the activities of the companies involved in the distribution, the corporate and community symbols or the corresponding identification data, as well as the seats;

2) a description of the reasons for the division;

3) a proposal for a company operating in a distribution company with a proposal for a change in the Articles of Association of the acquiring company and the company to be set up in order to establish the statutes of the company to be set up and how the The members are elected;

(4) the composition of the distribution company in the form of a proposal for the number of shares which may be given and whether new shares or holdings of own shares are given, together with a proposal for a distribution company; The number of shares of the company by share classes;

(5) the proposal for the share of shares to be given in the form of a distribution formula;

(6) the proposal for the beginning of the right to manage the holding of shares in the distribution formula;

(7) a proposal for a possible alternative distribution formula and, in the event of consideration being the option of option rights or other special rights for the shares, the conditions set out in Chapter 14, Section 3;

(8) the proposal for the distribution of the distribution formula, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;

(9) a statement or a proposal concerning the rights of the holder of a distribution company's right of option and of a special right to share in other shares;

(10) in the distribution company, a proposal for a possible increase in the share capital of the acquiring company and a proposal for a company to be set up in the distribution of the share capital of the acquiring company;

(11) a description of the assets, liabilities and capital of the company distributed and the valuation of their own capital and the distribution of the assets and liabilities of the distribution company to each distribution company; The planned impact on the balance sheet of the acquiring company and the accounting methods applied to the distribution;

(12) a description of the need for the maintenance of a distribution company's buildings and buildings over the next five years, which will have a substantial impact on the holding of holdings under the control of the shareholder; Operating costs, company consideration or other costs related to the use of premises;

(13) a proposal for a reduction in share capital for the distribution of funds to the receiving company or shareholders, the transfer of funds to a free equity fund or to the immediate coverage of a loss to which free equity is not sufficient;

(14) the proposal for the distribution of companies participating in the division to decide on non-routine arrangements affecting the amount of their own capital or shares;

(15) a statement of the capital loans which the creditors may object to in accordance with Article 6;

(16) a statement of the number of shares held by the distribution company and its subsidiary and its parent company and the number of shares in the distribution company owned by the participating companies;

(17) a description of the business anchorages for the assets of the participating companies;

(18) a statement or a proposal for specific advantages and rights to be given to the auditor of the board of directors of the participating company, the manager, the auditor and the distribution plan;

(19) a proposal for a planned registration date for the implementation of the division; and

20) a proposal for possible other distribution conditions.

§ 4
Statement by the auditor

The governments of the participating companies shall appoint one or more auditors to provide an opinion on the distribution plan for each distribution company. The opinion shall assess whether the distribution plan provides the correct and sufficient information on the criteria for determining the distribution formula and the distribution of the consideration. In addition, the opinion issued to the receiving company shall state whether the distribution is likely to jeopardise the company's debts.

If all shareholders of the distribution companies agree, a statement shall be sufficient as to whether the distribution of the debts of the acquiring company is likely to be jeopardised by the distribution.

Registration and alerting of creditors to creditors
§ 5
Registration of the distribution plan

The distribution plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 4.

The notification shall be made by the companies involved in the distribution.

Distribution shall lapse if the notification is not filed within the time limit or is refused.

ARTICLE 6
Alert to creditors

The creditors of the distribution company, whose claim has been made before the distribution plan is registered, is entitled to object to the distribution. The same right shall also apply to a creditor whose claim may be recovered without a judgment or a decision as provided for by the Law on the execution of taxes and charges and which is to be obtained at the latest on the date specified in paragraph 2.

The registry authority shall issue to the creditors referred to in paragraph 1, on application by the distribution company, an alert specifying the creditor's right to oppose the distribution by writing to the registry authority in writing, at the latest On the date specified in the alert. The lodging of an alert shall be submitted within four months of the date of registration of the distribution plan, or the distribution shall lapse. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.

An alert shall also be issued to the creditors of the receiving company upon application by the receiving company where, according to the statement of the auditor referred to in Article 4, the distribution is liable to jeopardise the payment of the debts of the acquiring company. The creditors of the acquiring company shall then be subject to the provisions of this Chapter on the creditors of the distribution company.

§ 7
Letter from the company to creditors

No later than one month before the date of destination, the company shall send a written declaration to the known creditors referred to in Article 6 (1) who were born before the registration of the distribution plan. Where, in accordance with Article 13, the holder of a right of division of a company which is divided into a division of shares or other equity has required redemption, the creditors shall be informed of the amounts of the rights required to be redeemed. The notification may be sent only after the closure of the general meeting. However, if all holders of the company's rights of option and other special rights holders have given notice of their waiver or otherwise do not have the right to cash, the notification may be sent earlier.

§ 8
Enterprise restructuring

The restructuring procedure provided for by the Law on the restructuring of the undertaking replaces the alert referred to in Article 6 and the creditor is not entitled to object to the distribution under this law if all the companies involved in the distribution are part of the same Shall be established at the same time as the group and the restructuring programme.

The breakdown plan and the annexes shall be attached to the proposal for a restructuring programme.

Determination of distribution
§ 9
Competent body and timing of the decision

A general meeting is to be decided on a distribution company in a shared housing company. The adoption of the splitting plan shall require the unanimous decision of the meeting and the agreement of the other shareholders as provided for in Article 37 of Chapter 6.

The composition of the acquiring housing company is decided by a qualified majority within the meaning of Section 27 of Chapter 6 of the General Meeting.

The meeting of shareholders shall be held within four months of the date of registration of the distribution plan or lapse. The general meeting shall, however, be held no later than one month before the date referred to in Article 6, unless all the holders of the rights and other special rights to the shares of the company have not waived their right to require Redemption.

ARTICLE 10
Notification to holders of special rights for options and other equity

The distribution company shall have no earlier than two months and, unless a longer period has been fixed in the articles of association, no later than two weeks before the date of the general meeting, the right of redemption referred to in Article 13 shall be notified to them on the basis of Holders of special rights for shares, which are entitled to claim redemption and whose address is known to the company. If the address of all the rights holders entitled to redemption is not known to the company, the right of redemption shall also be reported in the Official Journal.

ARTICLE 11
Keeping and sending documents

The following documents shall be held at the place indicated in the invitation to the meeting of shareholders of the acquiring limited company, at least two weeks before the distribution, to be seen by the shareholders of the host company, without delay, Which requests it and shall be submitted to the general meeting:

(1) the distribution plan;

(2) the annual accounts, activity reports and audit reports of the last three financial years of each distribution company;

(3) decisions on the allocation of funds which may have been made by each of the companies involved after the last financial year;

(4) a statement by the Government of events that have a material impact on the post-financial situation of the company; and

5) the opinion on the distribution plan referred to in Article 4.

ARTICLE 12
Legal effects of the decision to split

The distribution decision of the distribution company shall replace the distribution of the distribution of the distribution company's shareholders and the holders of special rights to the shares and other special rights holders and other activities which set up the right to: The distribution formula. The distribution plan for the distribution company also replaces the Treaty establishing the host company.

If the division is not accepted in accordance with the distribution plan without any change in any distribution company, the distribution shall lapse. The decision to reject the division or lapse of division shall be notified forthwith to the registration.

Recreation of special rights for options and other equity
ARTICLE 13
Redemption

The holder of the special rights of rights and of other equity rights may require the redemption of their rights at the general meeting to decide on the distribution of their rights, or by providing evidence to the distribution company prior to their application. The general meeting. Before deciding on the distribution, the general meeting shall be informed of the number of rights which have been claimed.

Where the rights of the host company are not settled by the acquiring company, the court or arbitrators shall be referred to the court or arbitrators in the event that the right to redemption or redemption of special rights to shares is not agreed with the host company. Conditions are laid down. The holder of the right shall institute proceedings no later than one month after the general meeting. After the initiation of proceedings, the holder of the right of option and of a special right to the shares shall be entitled only to redemption price. If the redemption procedure later confirms that the holder of a right of option or of a special right not entitled to shares is not entitled to redemption, he shall have the right to distribution in accordance with the distribution plan. If the distribution is broken, the redemption procedure shall also lapse.

The redemption price of the right of option and of a special entitlement to other shares is the price of the time before the decision to split it. For the purposes of calculating the redemption price, no account shall be taken of the degrading effect of the share of the distributable company or of the right of option or of special rights conferring entitlement to other shares. The redemption price shall be remunerated at the annual rate for the period between the distribution decision and the payment of the redemption price Article 12 of the Statute, , in accordance with the reference rate in force.

The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the distribution.

The companies participating in the distribution are jointly and severally liable for the redemption price of the right to option and other equity. The distribution company shall immediately inform the company responsible for payment of the redemption price.

Implementation and legal effects of division
ARTICLE 14
Communication on the implementation of division

Companies participating in the distribution shall notify the registry authority of the implementation of the division within six months of the decision on the distribution, or the distribution shall lapse. The notification shall be accompanied by:

(1) the assurance of the members of the Board of Directors and the manager of each distribution company that the provisions of this Act have been complied with;

(2) the auditor's certificate that the receiving company has received full consideration of the amount of its own capital and its opinion on the report referred to in Article 3 (2) (11) of the distribution plan;

(3) a certificate issued by a member of the Government or a manager to send the declarations referred to in Article 7; and

4) decisions on the distribution of the companies involved.

§ 15
Conditions for registration

The registry authority shall register the distribution if the creditor has not objected to the distribution, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.

If the creditor has objected to the distribution, the registry authority shall inform the company without delay. In the case of a creditor, the division shall lapse after a period of one month from the date of receipt. However, the registry authority shall suspend the proceedings if, within one month of the date of effect, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and The joint creditor shall request that the proceedings be adjourned.

Distribution may be carried out even if the distribution company has been liquidated, unless the company's assets have been made available to shareholders within the meaning of Article 15 of Chapter 22.

Where the assets of the distribution company are subject to a business mortgage within the meaning of the business mortgage law, the distribution shall not be registered unless, on the basis of an application, registration of the company and the mortgage-holders is not registered Organisation. If, in addition, the acquiring company has a business mortgage within the meaning of the business mortgage law and is transferred to the company's corporate mortgage, the distribution shall not be registered unless, at the same time, it is registered on the basis of an application, and The agreement of the acquiring company and the mortgage-holders to organise the privileges of the mortgages.

ARTICLE 16
Legal effects of distribution

The assets and liabilities of the distribution company shall be transferred to the recipient companies when the distribution is registered. However, in the distribution plan, only the assets and liabilities allocated in the distribution plan shall be transferred. At the same time, the company which distributes overall distribution is unravelled and the company receiving the distribution company is being created.

The assets and liabilities of the distribution company shall not be included in the balance sheet of the acquiring company from a higher value than the financial value of the acquiring company. The commitment to carry out the work or service shall not be included in the balance sheet.

In accordance with the distribution plan, there is a right of distribution to the shareholders of a company distributed at the time of the registration of the distribution, as well as to holders of special rights for the right of option and other equity rights. The new shares to be provided in return for distribution shall produce the rights of the shareholder as from the date of registration, unless the distribution plan provides for this later. However, the shares will bear the rights of the shareholder no later than one year from the date of registration. The shares of the distribution company, which are owned or distributed, do not give rise to the right of distribution.

If, in order to receive a split consideration, special operations such as the presentation of a book of shares are required for the beneficiary, no consideration shall be required within 10 years of the registration of the distribution of the distribution, the company meeting of the receiving company may: Decides that the right to distribution and the rights deriving from it are lost. The consideration received is received by the acquiring company.

Where there is no distribution plan in the overall distribution plan, they belong to the receiving companies in the same proportion as the net assets of the distribution company are divided according to the distribution plan, unless: Otherwise specified in the distribution plan.

The companies participating in the distribution are responsible for the debt of the company which distributers jointly and severally, before the implementation of the distribution has been registered. However, the total amount of liability of the company in respect of the liabilities of the company divided by the other company according to the distribution plan shall not exceed the value of the net assets that are to be retained or transferred to it. The creditor may claim, on the basis of solidarity, the creditor in the distribution plan only after it has been established that he or she does not receive any payment from the debtor or the security. The liability for the payment of redemption price is laid down in Article 13 (5).

§ 17
Final statement

Following the implementation of the division, the Board of Directors and the manager of the distribution company shall draw up, as soon as possible, the accounts and the activity report for which the annual accounts are not yet presented at the general meeting ( Final statement ). If, according to the law or articles of association, the company has an obligation to choose an auditor, the final statement shall be given to the company's auditors, who shall, within one month, submit an audit report on the final statement.

After the operations referred to in paragraph 1, the Board of Directors shall invite shareholders to a meeting of shareholders to confirm the final statement. The meeting shall be subject to the provisions of the general meeting.

The final statement shall be promptly reported to be registered.

ARTICLE 18
Cancellation cancellation

Even if the distribution is registered, it will be cancelled if the distribution decision according to the Court's final judgment is invalid. The distribution company and the receiving company are jointly and severally liable for the obligation of the receiving company, which was born after the distribution of the distribution, but before the judgment was registered.

Provisions applicable to mutual real estate companies
§ 19
Cross-border divisions

In addition to the provisions of this Chapter, the mutual real estate company referred to in Article 2 (2) of Chapter 28 shall be subject to the provisions of Sections 19 to 27 on cross-border divisions of limited liability companies.

Chapter 21

Changing the form of residence

ARTICLE 1
Amendment of the Community form

The housing company can be converted into a limited liability company in such a way that the shareholders of the housing stock company become shareholders of the limited liability company.

A housing limited company with at least three shareholders may be converted into a cooperative in such a way that the shareholders of the housing company become members of the cooperative.

ARTICLE 2
Decision-making

The General Meeting shall decide on a change in the Community form referred to in Article 1. The decision shall require the unanimous decision of the meeting and the consent of the other shareholders, as provided for in Article 37 of Chapter 6, and the agreement of the holders of special rights and other rights to the shares.

The decision referred to in paragraph 1 shall replace the Cooperative Treaty. The decision shall include:

1) the statutes of the cooperative;

(2) equity and shares for Members;

(3) the members of the first government of the cooperative or, if the Board of Supervisors chooses the names of the members of the Board of Directors, the members of the Board of Directors and, where appropriate, the auditors and the auditors.

(14.6.2013/428)
ARTICLE 3
Registration of a decision

The company shall notify the decision on the change in the Community form referred to in Article 1 to be registered within one month from the date of the decision and, if the housing stock company is converted into a cooperative, the application for an alert pursuant to Article 4 From the registry authority or the decision shall lapse.

§ 4
Alert to creditors

Upon receiving the application referred to in Article 3, the registry authority shall issue an alert to the creditors of the company whose claim has been made before the alert has been issued. The alert shall indicate the creditor's right to oppose the amendment of the Community form by informing the registry authority in writing at the latest on the date specified in the alert. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.

No later than one month before the date of destination, the company shall send a written notification to the known creditors referred to in paragraph 1. A certificate for the transmission of notifications by a member of the Board of Directors or the host Member shall be submitted to the registry authority at the latest on the date of the deadline.

The registry authority shall inform the company without delay of any objections notified to it after the date of destination.

§ 5
Conditions for registration

The registry authority shall register the change in the Community form referred to in Article 1 where the creditor has not objected to the change, or where the creditor has received a payment or a secure guarantee in accordance with the Court's judgment.

If the creditor has objected to the change in the form of Community form, the change shall expire one month after the date of adoption. However, the registry authority shall suspend the proceedings if, within one month of the date of effect, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and The joint creditor shall request that the proceedings be adjourned.

The Community form may be amended, even if the company has been liquidised, unless the company's assets have been made available to shareholders within the meaning of Article 15 of Chapter 22.

The change in the Community form will enter into force once it is registered.

Chapter 22

Company dismantling

General provisions
ARTICLE 1
Chewing

The company shall be dissolved in accordance with the provisions of this Chapter on the settlement procedure.

The company is deemed to have been liquidated if, at the end of the bankruptcy, there is no assets or a bankruptcy has been imposed.

The company may also erupt as a result of the merger or division, as provided for in Chapters 19 and 20.

ARTICLE 2
Removal from the register

Instead of liquidation, the registry authority shall remove the company from the register if the company's assets are not sufficient to pay the liquidation costs or the amount of the assets is not available for information or the shareholder, creditor or other The costs of the clearing procedure.

Decision-making
ARTICLE 3
Company decision to liquidator

The General Meeting shall decide on the liquidation of the company within the meaning of Article 37 of Chapter 6.

Articles 18 to 22 of Chapter 6 provide for the invitation to the meeting and the meeting documents, to be seen and sent.

§ 4
Domination into liquidation or removal from the register

The registry authority shall order the liquidation or deletion of the company from the register if:

(1) the company does not have a government that is entered in the register;

(2) the company does not have a legal status under the law on the right to practise (122/1919) § 6 A representative; or

3) the company has been declared bankrupt which has lapsed as a result of lack of funds.

The order shall be given, unless it is shown that there is no longer any justification for it.

§ 5
Correction call

In the circumstances referred to in Article 4 (1) (1) or (2), the registry authority shall call on the company to remedy the deficiencies in the information entered in the register. If the deficiencies are not remedied, the request shall be sent to the company in writing and the request shall show that the company may be ordered to liquidate or withdraw from the register, unless it is remedied by the deadline. This invitation shall be published in the Official Journal no later than three months before the date of destination. At the same time, the shareholders and creditors who wish to submit comments on the imposition or removal of the register shall be invited to make comments in writing by the deadline. This can be resolved, even if the company could not appear to have received a request.

The registration authority shall be entered in the register, as referred to in paragraph 1, on its own motion.

ARTICLE 6
Access to justice

A case may be initiated by a government, a member of the Board of Directors, a Member of the Board of Directors, an auditor, an auditor, an auditor, a shareholder, a creditor or any other whose right may be initiated by a government, a member of the Board of Directors, an administrator, an auditor, a shareholder, a creditor or any other Depend on the appropriate registration or liquidation. The registry authority may also refer to it on its own initiative.

Settlement procedure
§ 7
Purpose of the settlement procedure

The purpose of the settlement procedure is to settle the assets of the company, to liquidate the necessary assets, to pay the debts and to carry out the surplus to the shareholders or to others according to the articles of association. The Annual General Meeting may, in accordance with Article 19, decide to terminate the liquidation and continue the activities of the company and take the necessary decisions in this regard.

If the assets of a company in liquidation are not sufficient to repay its debts, the liquidator shall apply for the liquidation of the company.

§ 8
Start of settlement mode

The liquidation shall begin when a decision has been taken, unless the general meeting orders a later date for the commenting of the liquidation.

§ 9
Selection, imposition and duties of clearing members

At the same time, when a decision is taken on liquidation, one or more liquidators shall be elected to replace the government and the potential manager. The settlement man shall be subject to the provisions of this Act as provided for in this Act, subject to the provisions of this Chapter. The decision shall withdraw the right to represent the company referred to in Article 23 (23) of Chapter 7, unless otherwise indicated in the decision.

Clearing men handle the affairs of the company during the liquidation. They shall, as soon as possible, liquidate the amount of the company's assets and pay the company's debts. The business of the company may be continued only to the extent required by the appropriate explanation. The term of office of the clearing members will continue until further notice.

The registry authority shall assign a competent clearing member to a company which does not have it. The order may be applied to the person whose right may depend on the fact that the company has a representative. If the company's assets are not sufficient to pay the liquidation costs or the amount of the assets is not available, or the shareholder, creditor or other claim to bear the costs of the liquidation procedure, the registry authority shall prescribe the liquidation of the liquidator. Remove the company from the register.

ARTICLE 10
Registration of liquidation and liquidator

The liquidation status and liquidators shall be entered in the register. When the General Meeting has taken a decision on the liquidation and settlement of the liquidator, the liquidator shall immediately notify the decision to register.

ARTICLE 11
Financial statements for the pre-liquidation period

If necessary, the clearing members shall prepare annual accounts for the period prior to the liquidation of which no financial statements have been made at the general meeting. Where, according to the law or articles of association, the company has the obligation to choose the auditor or the performance inspector, the annual accounts and the activity report shall be audited as provided for in Chapter 9. A member of the Board of Directors and a manager shall contribute to the preparation of the annual accounts for a reasonable fee.

ARTICLE 12
Annual General Meeting during liquidation

The general meeting of a company in liquidation shall be subject to the provisions of this Act concerning the general meeting, subject to the provisions of this Chapter.

ARTICLE 13
Financial statements, activity report, audit, performance audit and special audit

For each financial year, the clearing members shall draw up the annual accounts and the activity report, which shall be submitted to the Annual General Meeting.

The duties of auditors and of the performance inspectors shall not cease to be settled by the company. During the liquidation period, Chapter 9 shall comply with the provisions of Chapter 9 on the audit, performance audit and special inspection. The audit report and the performance audit report shall contain a statement as to whether the liquidation is unnecessarily prolonged and whether the liquidators have otherwise acted properly.

ARTICLE 14
Public challenge for creditors

Clearers must apply for a public challenge to the company's creditors. The challenge is requested from the registries agency, which represents a challenge to the register. Otherwise, the challenge will be valid, which is the law on the public challenge. (2003) Provides.

§ 15
Payment of debts, distribution of assets and partition

After the day of the public challenge to the creditors of the company, the liquidators will, once all known debts have been paid, share the company's assets. If the debt is debatable, undue or otherwise cannot be paid, the necessary resources must be separated and the residual amount allocated. The shareholder is entitled to a share in the net assets of the company if it is not otherwise provided. The owner and the rest of the pay-as-you-go security may be given an advance on his/her share of the security.

If the shareholder wishes to blame the division, the action against the company shall be instituted within three months of the date of submission of the final statement at the general meeting.

If, within five years of the date of submission of the final statement at the general meeting, a shareholder or a shareholder is not entitled to a share of the distributions, he has lost his right to do so. The procedure where the company becomes funds after the liquidation is provided for in Article 18.

ARTICLE 16
Final statement

After carrying out its duties, the liquidator shall, without undue delay, provide the final statement of administration by drawing up a report on the whole settlement procedure. The report shall include a description of the distribution of the company's assets. The report shall be accompanied by financial statements, operational reports and possible audit reports for the period of liquidation. If, according to the law or articles of association, the company has an obligation to select an auditor or a performance inspector, the report and its annexes shall be submitted to the company's auditors and to the performance auditors, who shall, within one month, issue final accounts and An audit report or an audit report on the management of the liquidation.

The shareholders shall, without delay after the operations referred to in paragraph 1, invite the shareholders to the general meeting to check the final statement. However, at the invitation of the meeting and the meeting documents, they shall be kept and dispatched in Section 18 to 22 of Chapter 6, subject to the provisions of the final statement as to which the annual accounts shall be governed. The final statement shall be promptly reported to be registered.

§ 17
Compression

The company shall be deemed to be dissolved once the liquidators have submitted the final statement at the general meeting. Clearing men shall immediately report the discharge to be registered.

After dissolution, the company cannot acquire rights or enter into commitments. On behalf of the company, the action taken by the company following its liquidation shall be jointly and severally liable. However, the clearing members may take the measure to start clearing operations or declare the company bankrupt. The other party to the contract with the company following its discharge may waive the contract if he did not know about the termination.

ARTICLE 18
Continuation and post-clearance settlement

The liquidation shall be continued if new assets emerge following the winding-up of the company, an action to be taken against the company or an otherwise required liquidation. Settlement agents shall, without delay, make a notification of the extension of the liquidation notification for the purpose of registration. The invitation to the first general meeting of the continued liquidation shall be submitted in accordance with the articles of association. In addition, a written invitation shall be sent to each shareholder whose address is known to the company.

However, if the extension of the settlement procedure is not deemed necessary, the liquidators may take the necessary measures. The clearing members shall draw up a report on their measures and provide it to the shareholders and the other eligible. The low share can be accounted for by the State.

The liquidation order shall not be continued if the company's assets are not sufficient to provide information or the amount of the assets or the shareholder, creditor or other claim to bear the costs of the settlement procedure.

§ 19
Termination and continuation of liquidation

If the general meeting has taken a decision on the liquidation of the company, the general meeting may decide that the liquidation shall be terminated and the company's activities continued. The decision to terminate the liquidation shall require the unanimous decision of the meeting and the consent of the other shareholders as provided for in Article 37 of Chapter 6. If the liquidation is based on the order of the articles of association, it is not possible to decide whether to continue operating until the order has been amended. The liquidation shall not, however, be terminated if the shareholder or other party has been awarded the allocation referred to in Article 15 (1).

When a decision has been taken to terminate the liquidation, the company shall be selected in accordance with this law and the articles of association.

The decision to terminate the liquidation and the selection of the management shall be notified immediately after the selection of the management. The public face claimed by the company's creditors lapses when the liquidation of the liquidation is registered. Clearing officers shall submit a final statement pursuant to Article 16.

Removal from the register
§ 20
Date of removal from the register

The company has been removed from the register when the decision is entered in the register.

ARTICLE 21
Representative of the company withdrawn from the register

Where appropriate, the company deleted from the register shall be represented by one or more representatives. Representatives shall be elected and separated at the shareholders' meeting which shall be governed by the provisions of the general meeting. Article 22 provides for the ability of representatives to act on behalf of the company. The representatives shall otherwise be subject mutatis mutandis to the settlement of the liquidators.

If the company removed from the register does not have a representative, the submission of a subpoenas and other service shall be subject to the provisions of Article 26 (2) of Chapter 7.

§ 22
Legal status of the company removed from the register

Where appropriate, the provisions of Article 17 (2) shall apply to the company deleted from the register. However, representatives of the company are represented by Article 21 (1).

Notwithstanding paragraph 1, representatives of the company deleted from the register may take measures which are necessary to pay the company's debt or to maintain the value of the company's assets. Where appropriate, transactions on behalf of the company shall be entered in the company's accounts. As regards the effect of the abolition of the register, the validity of the business mortgage is laid down in the business mortgage law.

The assets of the company which has been removed from the register shall not be distributed to the shareholders or to any other party entitled to the allocation without the liquidation procedure. However, representatives of the company may, five years after the removal from the register, distribute any share of the company's assets to the shareholders or any other eligible portion of the company if the company's assets do not exceed eur 2 500 and the company does not: Known debts. The funds have been received by the amount of the assets they receive from the company's debts.

If, after removal from the company's register, clearing operations are required, the registry authority shall, upon application by the authority concerned, order the liquidation of the company. However, the order shall not be provided where the company's assets are not sufficient to carry out the liquidation or the amount of the assets, or the shareholder, creditor or any other claim to assume the costs of the liquidation procedure.

Reduction in company assets, restructuring and bankruptcy
ARTICLE 23
Reduction in company resources

If the company's Board of Directors finds that the company's own capital is negative, the Board of Directors shall immediately make a declaration of the loss of the share capital. The entry for the loss of equity capital may be removed on the basis of the company's registry declaration, where the company's own capital is in the balance sheet and the other settlement in accordance with paragraph 2, annexed to the registration declaration Over half of the share capital. If, according to the law or articles of association, the company has an obligation to choose the auditor, the balance sheet and the rest of the report shall be audited.

The capital amount referred to in Chapter 16, as referred to in Chapter 16, shall be counted as equity capital. Furthermore, the difference between the depreciation of the company's assets and the depreciation of the plan ( Depreciation differential ) And the company's voluntary reserves will be taken into account as capital increases. If the probable supply price of the company's assets is otherwise than temporarily higher than its book value, the difference between the probable supply price and the book value shall also be taken into account as an increase in equity. The capital injections referred to above shall be subject to special care and shall be accompanied by a reasoned report in the activity report.

§ 24
Company restructuring

An application to initiate the procedure laid down in the company's restructuring law may be initiated by a decision of the general meeting. The government can also make an application if it is urgent. In this case, the Board of Directors shall convene a general meeting of shareholders without delay to consider the extension of the application.

ARTICLE 25
Koncourses

The company's assets may be released into bankruptcy by the Board of Directors or, if the company is in liquidation, on the basis of the decision of the liquidator. During the course of the course, the company is represented by the government and the manager, or the liquidators selected before the start of bankruptcy. During the course of the course, new members of the government or new liquidator may be selected.

If, at the end of the bankruptcy, there are no assets or assets remaining in the event of bankruptcy, the company shall be deemed to have dissolved once the final statement of bankruptcy has been accepted.

If, at the end of the bankruptcy, there is nothing left to be settled in bankruptcy and the company has not been liquidated, the Board of Directors shall immediately convene a general meeting to decide whether or not to convene a general meeting. The company's activities or whether the company should be liquidised. If the general meeting decides that the company is to continue its activities, the Board of Directors shall immediately make this notification for the purposes of registration. If the company was declared bankrupt in liquidation, the provisions of Article 18 shall apply.

If the company's bankruptcy has ended and the company shows up, the bankruptcy law (120/2004) Provisions for ex post recovery. If, after the company's bankruptcy, funds remain, it shall be treated as provided for in paragraph 3.

WINE PART

PENALTIES AND LEGAL PROTECTION

Chapter 23

Decision mod

ARTICLE 1
Proof of the Annual General Meeting

A shareholder may blame the decision of the general meeting if:

(1) the procedure in question has not been followed in accordance with the procedural provisions of this law or the provisions of the articles of association and the error may have affected the content of the decision or otherwise the rights of the shareholder; or

(2) the decision is contrary to this law or to the articles of association.

The reference to the company shall be raised within three months of the date of the decision. If the action is not brought within the time limit, the decision shall be considered valid.

ARTICLE 2
Decision of the Annual General Meeting

The decision of the General Meeting shall be null and void if:

(1) no provisions or provisions relating to the invitation or invitation to the meeting have been substantially infringed;

(2) the consent of the shareholder referred to in Section 35 or Article 37 of Chapter 6 is required, but has not been obtained;

(3) the decision is manifestly contrary to the principle of equality referred to in Article 10 of Chapter 1 and has not been obtained by the consent of the shareholder referred to in Article 28 of Chapter 6; or

(4) the law should not have been adopted by law, even with the consent of all shareholders.

The three-month period provided for in Article 1 (2) shall not apply to such a decision. However, the application for a merger or division decision cannot be brought when more than six months have elapsed since the registration of the merger or division.

A shareholder, a government, a member of the government or a manager may institute proceedings against the company in order to confirm that the decision of the general meeting is null and void.

ARTICLE 3
The decision of the Board of Directors, which equates to the end of the general meeting

Where a decision taken by the Board of Directors in a case forming part of a Board of Directors is such as set out in paragraphs 2 to 4 of Paragraph 2 (1), it shall be subject to the provisions of the relevant decision of the general meeting.

§ 4
Content and effects of the judgment

In the judgment in the case of a claim, the decision may be declared invalid or may be amended by the applicant. At the same time, the applicant's request may be prohibited from enforcing an invalid decision. A decision can only be taken if it can be established what the content of the decision should have been.

The judgment in which the decision of the general meeting has been declared invalid or in which the decision has been amended shall also apply to those shareholders who have not joined the proceedings.

Chapter 24

Damage compensation

ARTICLE 1
The liability of the lead person

A member of the Board of Directors and a manager shall reimburse the damage which he or she is carrying out in breach of the duty of care provided for in Article 11 of Chapter 1 intentionally or through negligence.

The member of the Board of Directors and the manager shall also compensate the company, shareholder or other person, whether intentionally or negligently, by a breach of this law or of the articles of association.

Where the damage has been caused by an infringement of this law in any way other than by the mere violation of the provisions of Chapter 1 on the main principles of the action or where the damage has been caused by breach of the order of the articles of association, the damage shall be deemed to have been caused by: In the case of negligence, unless the person responsible for the procedure shows that he has acted with care. The same shall apply to the damage caused by a measure taken in the interest of the company close to the company referred to in Article 8 of Chapter 11.

If the building manager is hosted by the host community, the entity and the main responsible manager shall be responsible for the injury.

ARTICLE 2
The liability of the shareholder

The shareholder shall compensate the company, the other shareholder or any other person, whether intentionally or negligently, by contributing to the breach of this law or of the articles of association.

Where the damage has been caused by infringement of the provisions of Chapter 4 or Chapter 5 or the provisions of articles of association in respect of the maintenance or alteration of the shareholder, the damage shall be deemed to have been caused by negligence unless the shareholder proves to Carefully. The same shall apply to the damage caused by a measure taken in the interest of the company close to the company referred to in Article 8 of Chapter 11.

If, as referred to in paragraph 1, the shareholder has caused the deterioration of the structure or equipment of the company in such a way that the internal parts of the holding company controlled by the other shareholder are damaged, the company shall: Repair the inner parts of this apartment as provided for in Section 2 of Chapter 4 of the company's maintenance. The shareholder who has caused the injury shall reimburse the company for the cost of repairing the other apartment.

ARTICLE 3
The liability of the President of the General Meeting

The President of the General Meeting shall replace the damage he or she has in his or her duties to the company, the shareholder or any other person, intentionally or negligently, by a breach of the law or order of association.

§ 4 (18.9.2015/1209)
Accountability of the auditor

The liability of the auditor is laid down in Section 3 of Chapter 10 of the Court of Auditors.

L to 17/2015 Article 4 enters into force on 1 January 2016. The previous wording reads:

§ 4
Accountability of the auditor

The statutory auditor's liability is governed by Article 51 of the Court of Auditors.

§ 5
The liability of the operator for damages

The operator shall be responsible for the damage he has caused to the company intentionally or negligently in the performance of his duties. The operator shall also compensate the company, the shareholder or any other person, whether intentionally or negligently, by a breach of this law or of the articles of association.

Where the damage has been caused by an infringement of this law in any way other than by the mere violation of the provisions of Chapter 1 on the main principles of the action or where the damage has been caused by breach of the order of the articles of association, the damage shall be deemed to have been caused by: In the case of negligence, unless the person responsible for the procedure shows that he has acted with care.

ARTICLE 6
Company liability obligation

The company shall compensate the shareholder or any other person, whether intentionally or negligently, by any breach of the provisions of this law or of the articles of association.

Where the damage has been caused by an infringement of this law in any way other than by the mere violation of the provisions of Chapter 1 on the main principles of the action or where the damage has been caused by breach of the order of the articles of association, the damage shall be deemed to have been caused by: Negligence if the company does not show that it has been careful.

§ 7
Mediation and distribution of liability

As regards the settlement of damages and the division of liability between two or more liable parties, the (1999) Chapters 2 and 6 provide.

Damage must take reasonable steps to limit its damage. If he fails to do so, he will suffer for the corresponding part of the damage.

§ 8
Decision-making in the company

Decision-making matters relating to the award of damages under Articles 1 to 3 and 5 and Section 3 of Chapter 10 of the Court of Auditors are included in the General Meeting. However, the Board of Directors may decide to bring an action for damages based on a criminal offence. (18.9.2015/1209)

L to 17/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:

The decision-making procedure in respect of Articles 1 to 3 and 5 of the company and the right to compensation for damages under Article 51 of the Court of Auditors is a matter for the general meeting. However, the Board of Directors may decide to bring an action for damages based on a criminal offence.

The decision of the General Meeting to grant a discharge to a member of the Board of Directors or to a manager shall not be binding if the general meeting has not been substantially correct and sufficient information concerning the decision or measure that has caused the damage and which Is the basis for liability. The decision to grant discharge is not binding on the liquidator of the company's bankruptcy or the law on restructuring of the company if the company is declared bankrupt or the restructuring proceedings are initiated on an application within two years. Decision.

§ 9
Shareholders' right to bring proceedings in favour of the company

One or more shareholders shall have the right to pursue an action in their own name for the purpose of compensation for damages in accordance with Articles 1 to 3 and 5 of Chapter 10 of the law of the Court of Auditors, or Chapter 10 of the Court of Auditors, if it is likely that the company will not: Provide for the application of the claim for damages and if: (18.9.2015/1209)

L to 17/2015 The amended recital enters into force on 1 January 2016. The previous wording is: one or more shareholders have the right to pursue an action in their own name for damages in accordance with Articles 1 to 3 and 5 of the Statute of the Court of Auditors, or Article 51 of the Code of Auditing, if the action is likely to be initiated, The company does not concern itself with the application of the claim for damages and if:

(1) the applicants then have at least one tenth of all shares; or

(2) it is demonstrated that failure to comply with the claim for damages would be contrary to the principle of equality laid down in Article 10 of Chapter 1.

The company shall be given an opportunity to be heard, unless it is manifestly unnecessary. The interests of the shareholders are borne by the shareholders themselves, but they are entitled to receive compensation from the company, in so far as the financial resources available to the company are sufficient for the company.

If, by decision of the general meeting, the liability has received a discharge, the action shall be taken within three months of the decision of the general meeting. However, if the same general meeting, as provided for in Article 13 of Chapter 9, has been required and supported the submission of a specific inspection, the action may, however, always be raised within three months of the submission of the audit opinion At the general meeting or the application for the control of the inspector.

The shareholder is not entitled to compensation for the damage caused to the company.

ARTICLE 10
On the statute of limitations

Where an action is brought on the basis of Articles 1 to 3, 5 or 6 or Section 3 of Chapter 10 of the Court of Auditors and is based on a non-punishable offence, the action shall be raised within three years from the date on which the person concerned has been informed or should have known: The damage and the liability. The limitation of liability for damages shall be broken down as in the law on the limitation of liability (2003) (hereinafter ' the Statute of limitations , provide. (18.9.2015/1209)

L to 17/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:

Where an action is brought under Articles 1 to 3, 5 or 6, or Article 51 of the Court of Auditors and is based on a non-punishable offence, the action shall be raised within three years from the time when the person concerned has been informed or should have known: The damage and the liability. The limitation of liability for damages shall be broken down as in the law on the limitation of liability (2003) (hereinafter ' the Statute of limitations , provide.

However, in spite of the provisions laid down in paragraph 1, the action shall be taken by the following:

(1) within five years of the end of the financial year in which the decision was taken or the measure on which the action was taken or the measure was disregarded;

(2) against an auditor or a performance inspector within five years of the presentation of the audit report, the performance audit report, the opinion or the certificate;

(3) against the shareholder or the chairman of the general meeting within five years of the decision or measure on which the action is based.

In spite of the provisions laid down in this Article, the action taken pursuant to Article 2 or Article 6 concerning compensation for damage caused by maintenance or negligence or alteration work may be brought against the shareholder or company in Article 7 of the statute of limitations. Within the prescribed period.

ARTICLE 11 (18.9.2015/1209)
Mandatory

The articles of association may not restrict the right to compensation for damages in accordance with Section 3 of Chapter 10 of this Chapter or of the Accounting Act.

L to 17/2015 Article 11 enters into force on 1 January 2016. The previous wording reads:

ARTICLE 11
Mandatory

The articles of association may not restrict the right to compensation for damages under Article 51 of this Chapter or the Court of Auditors.

Chapter 25

Obligation for redemption based on abuse of influence

ARTICLE 1
Redemption obligations

The shareholder of the other shareholder shall be required, within a period of time, to redeem this stock if:

(1) the shareholder has deliberately misused its influence in the company by means of an infringement of the principle of equality laid down in Chapter 1, Article 10, or any other breach of this law or of articles of association; and

(2) the legal protection of another shareholder is subject to redemption, taking into account the likelihood of a continuation of the procedure referred to in paragraph 1 and other relevant factors.

The price of a ransom must be determined by the fair price that the share would have without any abuse of influence.

Chapter 26

Dispute resolution

Court of Justice
ARTICLE 1
Competent courts

In addition to what In Article 1 of Chapter 10 of the Court of Justice, , the application of this law may be brought before the courts of the company's seat.

ARTICLE 2
Cases dealt with as urgent

The matter of payment or security shall be dealt with as a matter of urgency if the judgment is a condition for registration in accordance with Article 5 (5), Article 15, Article 15 or Article 5 (5) of Chapter 20 of Chapter 19.

The case of incompetence referred to in Chapter 23 shall be dealt with as a matter of urgency.

Arbitration procedure
ARTICLE 3
Arbitration procedure based on articles of association

The order order to deal with the dispute in the arbitration proceedings shall be binding on the company, the shareholder, the Board of Directors, the Board of Directors, the host and the auditor and the performance inspector, in accordance with the arbitration agreement, Of the law (967/1992) Provides. The parties to the dispute shall be bound by the arbitration clause in order to deal with the dispute arising from the redemption of the redemption clause referred to in Article 5 (5) of Chapter 2.

However, the order order referred to in paragraph 1 shall apply only to the application for the period after registration of the order.

Other provisions
§ 4
Notification of decisions

Where a solution concerns a significant aspect of the trade register, the court or arbitral tribunal shall, without undue delay, inform the registry authority of its decision. The court or tribunal shall also inform the register of the validity of the decision.

Chapter 27

Penalty provisions

ARTICLE 1
Housing company crime

Every intention.

(1) in breach of the provisions laid down in Article 4 or Chapter 20, Section 4, of the auditor referred to in Chapter 20;

(2) the protection of the assets of the shareholder or creditors, in breach of the provisions of this Act; or

(3) issue a loan or guarantee in contravention of Article 7 of Chapter 11;

Shall be condemned, if the act is not minor or otherwise provided for by law, On a housing limited company Fine or imprisonment for a period not exceeding one year.

ARTICLE 2
Infringement of housing limited company

Every intention.

(1) neglects the holding of the list of shares or the keeping thereof,

(2) infringes the provisions of Article 23 (4) of Chapter 6 of the general meeting of shareholders of Chapter 6; or

(3) in breach of the provisions of this Act concerning the adoption of financial statements or consolidated financial statements, or the adoption of a final statement concerning the merger, division or liquidation of the company,

Shall be condemned, if the act is not minor or otherwise provided for by law, On the breach of the housing stock company Fine.

The infringement of the housing limited liability company is also condemned by the person who is negligent in the manner referred to in paragraph 1 (3).

PART II

OUTSTANDING PROVISIONS

Chapter 28

Application of the law to a real estate company and other limited liability company

ARTICLE 1
Scope

This law shall apply to a mutual real estate company registered under Finnish law, unless otherwise provided in this Act or by any other law.

The articles of association of a mutual real estate company may stipulate that this law shall not apply to the company or that certain provisions of this law shall apply to the company. Such a company shall be governed by the Companies Act in so far as the company is not subject to this law.

If the notice of withdrawal of a mutual real estate company has been lodged before 1 January 1992, this law shall apply to the company only if the application is governed by the statutes.

ARTICLE 2
Mutual real estate company

The real estate limited company is a share company other than a housing limited company within the meaning of Article 2 of Chapter 1, the purpose of which is to be owned and controlled by at least one of the buildings or parts thereof, each of which is individually or In conjunction with other shares, the right to control the premises of the company's building or any other part of the company's building or property under its control.

ARTICLE 3
Application to the other limited company

The statutes of a limited liability company may provide that the company is subject to this law or that certain provisions of this law are applicable to the company if part of the company's shares produces the right to rule in the statutes or in the decision of the general meeting. Or any other part of the building or of the property under its control. Such a company shall be governed by the Companies Act in so far as the company is not subject to this law.

§ 4
Decision on the application of this law

The decision of the General Meeting to amend the Statutes by applying this law to a limited company shall be governed by the provisions of the Companies Act amending the Statutes.

The decision of the General Meeting to amend the Statutes in such a way that the company is not subject to this law or to certain provisions thereof, the provisions of Chapter 6 of this Act shall apply to the amendment of Articles of Association and Statutes.

Chapter 29

Entry into force

ARTICLE 1
Entry into force:

The entry into force of this Act shall be regulated by law.

L 1599/2009 Became L 1600/2009 , mainly on 1 July 2010. Article 20 (2) of Chapter 7 entered into force on 1 August 2014, see A 52/2014 .

THEY 24/2009 , YmVM 10/2009, EV 206/2009

Entry into force and application of amending acts:

11.6.2010/547:

This Act shall enter into force on 1 July 2010.

THEY 23/2010 , YmVM 7/2010, EV 80/2010

14/05/2013

This Act shall enter into force on 1 January 2014.

THEY 185/2012 , TaVM 6/2013, EV 48/2013

18.09.2015/1209:

This Act shall enter into force on 1 January 2016.

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