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No. 45 on Company Law. We the Captains Regent of the Most Serene Republic of San Marino promulgate and send for publishing the following law approved by the Great and General Council in its Returned models December 21, 1942. Art. 1. Definition In general partnership the partners are jointly and severally liable and unlimited bond social, notwithstanding any agreement to co contrary. In the limited partnership the general partners are responsible the same way as members Partnership; The limited partners are responsible for the social obligations up to the amount of their share. In limited companies shareholders are obliged only to pay the subscribed or purchased shares. Art. 2. The capacity of the partners liable partners solidly limitless must have full legal capacity. Losing it, lose as shareholders simultaneously. Art. 3. Duty to assume a definite form The companies that I object to a trade or business must form themselves into one of the forms specified in Article I. The civil society may take any of these forms and in this case remain subject to this law. The savings banks, even though they are constituted as limited companies, which, however, do not give right to dividends apply only to articles. 13, 44, 45, 46, 48 of this Law. Art. 4. Legal personality The company acquires legal personality under the award decided by the Council of Twelve. The legal personality lasts, unless revoked, until you finish the liquidation of the company. Art. 5. Recognition of the society The recognition of the Company is remitted to the Council of Twelve, which may make it subject to certain conditions or deny it without stating reasons. The recognition can not be granted to ch companies propose to set up or otherwise promote the game in the territory of the Republic or that in any way have a purpose does not conform to the interests of the state or its international Conventions. Art. 6. Application for recognition The application for recognition must be submitted to the Council of Twelve, accompanied by: a) certified copy of the constitution and, if any, of the Bylaws; b) the receipt of deposit of L. 200 for general partnership or limited partnership and L. 500 for joint stock companies; c) and, for the latter, by proof of payment of 2/10 of the share capital of the Republic in a lending institution. The application must be submitted by the notaior g nte within thirty days of the conclusion of the social act. Failing that each member has the choice between submitting the application at the company's expense or notify, by registered mail, to those who represent you intend released from social constraints. Art. 7. Opposition to demand an extract of the application shall be posted in the albo of office of the Government Palace and the Palace of Justice. Within fifteen days dall'affissione any interested person, may file an objection to the recognition, by means of a complaint accompanied by the necessary documents, the Council of Twelve, which will take into account that you will believe in reason. Art. 8. Publicity of recognition The recognition of the Resolution is published in the Office Official Gazette of the Republic. In the case of a limited company, the Resolution is accompanied by the full publication of the bylaws. The Resolution comes into effect from the day following its publication. Art. 9. Effects of recognition Recognition published in accordance with the preceding Article confers legal personality to the society, which thus acquires legal capacity. However, the company, even if recognized, can not become entitled to any owner of rustic or urban properties located in the territory of the Republic, not even in the form of donation or contribution by a partner, either take them in lease for longer than twenty years without authorization, case by case, of the XII Council, which may make it subject to certain conditions, and - if it considers that the share capital is foreign prevalence - the fee of art. 5 of the Law of 14 March 1918 on registration fees. Such authorization is also required when the company should: a) develop into different shape society; b) also in addition to the corporate purpose, change it basically. In cases a) and b) the authorization must be published in accordance with the preceding article. Art. 10. Distinction heritage Following the duly published recognition, the assets are separate from the individual capital of the partners.
The creditors can not take action on capital of the partners, even though they are indefinitely and jointly liable, without first redeemed guarantee social equity. The details creditors of the members have no effect on the company's assets. Art. 11. Independent fact Until the recognition of the company is not published in accordance with Article 8 all those who contract or act on behalf of a company, wherever or however incorporated, assume direct responsibility and unlimited solidarity towards us and to third. Third parties who have contracted with a public limited company on recognized may request or oppose the nullity of the obligation with respect to them. The issue or sale of anonymous shares occurred prior to its recognition is automatically void than buyers. Art. 12. Companies unincorporated Republic The company duly incorporated outside the Republic who intend to carry you their headquarters or istituirvi one or more 'secondary offices or subsidiaries, and those who have not located in the Republic will wield the sole or main activities, must obtain the recognition by the Council of conforming to article XII. 8 first paragraph. They are, however, exempted from the deposit of 2/10 of the share capital. Art. 13. Withdrawal of recognition Recognition may be revoked from office by the competent authorities to grant it: a) when within two years from the date of recognition the company has not initiated any activity; b) when the company arbitrarily exercising an activity essentially different from that set out in the deed or the statutes; c) if the company persists repeatedly nell'iadempienza to the payment of taxes due or the observance of publications and deposits referred to in art. 8:26; d) Results when the actions of an anonymous are owned by a single shareholder. Before you decide to withdraw, it must be heard the representative of the company. The reasoned deliberation is published in the same form of recognition Deliberation and recorded in the Register of the Clerk of the Court. Published the revocation, apply the art. 11 of this Act, UNLESS not the compulsory liquidation of the company is simultaneously ordered in accordance with art. 43. They are subject to the rights of bona fide third parties prior to publication. Art. 14. Incorporation The articles of incorporation must be signed before a notary public. In the case of a limited company must carry embedded or attached to the Statute. The articles of association must contain an obligation on members to comply with existing and future laws of the Republic and provisions of the Treaty of this with other states. With the Constitution and the Statute is provided all forms necessary for the operation and management of the Company and especially must be specified: a) the name and purpose of the company and its duration; b) the capital and its constitution; c) the method of distribution of profits; and for joint stock companies also: d) the powers reserved to the assembly and condizion validity of its deliberations; e) the appointment and powers of directors; f) remuneration and profit shares reserved for the promoters and administrators; g) the appointment of two or more 'mayors; h) the terms of issue of the Bonds. Art. 15. They must observe basic standards, if not introduced in the articles or the statutes, the following rules: a) companies incorporated anywhere that propose to carry out their activities in the territory of the Republic must have a seat there. Other ty members constituted in the Republic must keep a representative. At these headquarters and representation it is the will tend made with full effect the notifications and current communications; b) No member shall in any form be totally private profits or totally exempted from losses; c) the member has the right to withdraw from the company when it resolves to substantially change its purpose or its form; and for joint stock companies also: d) the share capital must be subscribed for blameless on or prior to its establishment and 2/10 of it must be filed in accordance with art. 6 letter. c). Equal payment should be done in case of increase of share capital; e) administrators must pay a suitable deposit; f) you may not distribute dividends among the shareholders except for profit made according to the latest approved financial statements, nor if the share capital is partly lost and not reinstated or reduced. However, no recurring gains received by the shareholders in good faith in accordance with the approved budget and not the opposite;
g) must be filed annually in the Republic lending institution at least 1/25 of the profits earned in accordance with paragraph f) to form a reserve fund, until it reached an amount equal to 1/5 of the share capital. From the back you can not make withdrawals without a resolution of the meeting, feel the mayors. Art. 16. Representation of the company The company representation and the right to administer, in a general partnership, it is up to all members; the limited partnership is up to ll the general partners. In the public company representation it is up to the Chairman of the Board of Directors if it exists, or to the CEO or sole administrator. The right to administer it to all administrators from resultanti under Article registry. 19. A different representation and a different distribution or a limitation of the above administrative powers may be invoked against third parties only when they have been made from the documents made public in content of this Law. Art. 17. The financial statements The company must complete an annual budget of operations from which they must resultare clearly: a) the existing corporate assets, b) losses, c) actually achieved profits, gross and net. The financial statements of limited companies must also indicate: a) the capital actually paid; b) the material and social properties, net of annual depreciation rate in accordance with the uses; c) participation and other businesses or the current value and the amount of the shares of other companies owned. Copy of the budget of the general partnership or limited partnership must be filed within a month in the Clerk of the Court. Art. 18. Publications in the Official Bulletin Publications in the Official Bulletin of the Republic or, in an emergency in a special supplement to be distributed in accordance with art. 8 of Decree 31 January 1924 n. 3, are made at the company's expense, even if arranged office. The publications are required by the company through the Clerk of the Court and, in the case of statements or news, with the approval of the Law Commissioner. Art. 19. Registrar of Companies In the Clerk of the Court a company registration is required in which are indicated for each of them: a) a reference to the articles of association, the recognition of those Deliberation and any subsequent authorizations or revocation; b) the share capital, if fully both paid and its variations; c) the name of the representatives of the company; that of directors and auditors, the liquidator in operation; d) the compulsory settlement orders, the moratoia, and any other measures, given by the judicial authority; e) for joint stock companies also the date on which it was approved the social budget. Anyone can take clear vision of this registry. Art. 20. Information on the letters and announcements In the correspondence, in the acts, in the announcements, it securities issued or drawn up by each company must be noted accurately: a) the form of the company and its headquarters; b) the date of the recognition decision; c) the capital actually paid. If the company is found in liquidation, this circumstance shall be equally mentioned. Art. 21. Social Books The companies also partly perform their activities in the territory of the Republic, must keep a cash book, the book inventory, incoming correspondence and copies of that departing. Limited companies must also hold: the shareholders' register, whence listing the registered shares and their owners and bearer shares in circulation; the book of the assembly, in which the minutes of each meeting, if it is not drawn up by a notary, must be signed by the chairman, by the secretary and two members present; the book of Directors 'deliberations when they are more'. The books mentioned in this article and all others who believe the company should be set up must be kept in accordance with the Rub. LXXI of Book II of the Statutes, numbered and stamped on each sheet by the Registry Office, indicating the end of the volume, the number of waves sheets resultino compounds. Art. 22. Shares of limited companies In public limited companies the capital is divided into shares. These may be registered or bearer shares, except as follows: No shares shall be issued to bearer nor convert registered shares into bearer shares before it has been paid to the company the blameless price. The shares of the companies conduct their business solely and entirely in the territory of the Republic must be and remain registered. E 'p rò reserved for the Council of XII
consent, in each case, that part or all of the Shares can be bearer. In companies that conduct their business entirely outside the Republic it can be deliberated in the articles that there is no place in the distribution of shares, proof of shareholder rights resultando the shareholders' register. In the companies providing only part of their activities in the territory of the Republic, the Council of the XII can have both in recognition deliberation, and after that the bearer shares are converted into registered shares in the manner and within the terms that will establish case by case . Art. 23. Transfer and amortization of registered shares The registered shares may transfer or give in pledge by endorsement according to the rules of the exchange. Those who transfer to turn registered shares not fully paid up are responsible, jointly with the previous owners, even due to the company amount. For the amortization of registered shares lost or stolen, the rules for the promissory depreciation. Art. 24. Convening general meetings of shareholders of public limited companies The notice must be published in the Official Bulletin at least twenty days before, not included in them nor giorn publication, nor that of the meeting. It must indicate the matters on the agenda. All deliberations around topics not mentioned in the agenda has nothing. Art. 25. Adoption of the budget of the joint-stock companies within three months from the completion of the fiscal year must be convened the meeting for discussion of the budget. This purpose has to be filed in the Chancery Court with a report of the auditors, available to anyone who wants to read it at least twenty calendar days before the date set for the meeting. The approval of the budget is not preceded by the deposit referred to in the previous paragraph, you have to not happen, even in respect of the participants in the assembly. Art. 26. Publication of documents of limited companies The minutes of the ordinary or extraordinary meetings, in an authentic copy must be filed within twenty days of the Clerk of the Court which holds them together with the financial statements and the report of the auditors referred to in the previous article. Anyone can inspect or have an authentic copy to payment of charges. The deposit should adopt simple news in the next Official Bulletin. The deposit requirement in the Court Registry and the publication of the news lies with the administrators, and failing to auditors. Art. 27. Bonds The emission figure of Bonds, even if made in more 'times, on the whole can not exceed twice the share capital according to the last approved financial statements. The placement in the Republic of limited company incorporated anywhere Bonds shall require the approval of the Council of Twelve. If the redemption of the Bonds issued by companies incorporated in the Republic or having therein the seat, is by raffled, it must assist a delegate of the Republic government. Art. 28. Appointment of a public company administrators If the company carries on some of its activities in the territory of the Republic and if, there being a single administrator this is not the original city dino San Marino, one of the directors, or two of them, if administrators s no more 'of five, must be of the liking of the Republic Government, without prejudice to the responsibility of the company and all directors, to the law, members, eit rzi. Art. 29. Deposit of public company directors The directors who have not made a statement, resultant from the minutes of the meeting, to accept the position, must make it in the Clerk of the Court or before a notary public and transmit it without delay to the Chancellery. In any case they must file evidence of the Chancellery of the security deposit at a rate determined in the act of constitution or the statutes or in the recognition deliberation. The Registrar, received the proof referred to in the previous paragraph and in so far as necessary the declaration of acceptance, has for its annot tion in the register of the company and the news of it in the next Official Bulletin. The security shall take the mercy fixed deposit at a credit institute of the Republic, of cash or government bonds approved by the Council of XII and is a guarantee of the company and, when the need exists, even of members and third parties. The deposit of 2/10 of the share capital does not return until he is providing the security administrators. This is returned within two months from the day of termination of responsibility n
Administrator and are not pending against him appeals or questions of procedure in accordance with Articles 34 and 36, 52 and 53. Art. 30. Liability of public company directors The directors are liable for the correct social management rules term paid and the Statute, subject to the provisions of the following article, and without prejudice to the criminal sanctions and in particular meet: a) the regular record keeping, b) the prudent administration regulation, c) the sincerity of the financial statements, d ) the legitimacy of dividends, e) the diligent execution of the resolutions of the meeting, f) the payment of taxes and social taxes. Equal responsibility rests with the company's executives as part of their duties. Administrators can, in case of negligence of the above duties, be held liable to third whose receivables from the company were not pleased with the active fault. I am also personally responsible to shareholders and to third as they have acted manifestly beyond or outside the limits of the mandate. Art. 31. Limits of liability of limited company directors The directors' liability concerns tions or omission done since the day they accepted the appointment, the one in which they are replaced by other administrators or liquidators. It is not responsible for the collegial deliberations, if there is a Board of Directors, the administrator who, for good reason thou not attend the meeting, or taking part in it, he did note in the minutes its reasoned dissent and in any case he has informed in writing without delay, at least one of the company's auditors. Art. 32. Loss of public company capital when the share capital is reduced by half, the directors do not convene without delay a meeting for the appropriate providences are responsible for all the consequences. Art. 33. Prohibition redemption of shares of the public company Directors are prohibited to buy it as well with the profits ascertained from the budget, company shares, unless you are not authorized by the Assembly which seeks the limits and the manner in so the purchase must be done. So the purchased shares are to be destroyed and the share capital must be adequately reduced. Art. 34. liability action against the directors of a limited company The liability action against the directors may be exercised by the auditors or by each member, subject to a shareholders' meeting resolves to approve the experiment of the action. The meeting must be, if necessary, and at the request of the interested parties, convened by the auditors when they criterion there was sufficient prima facie evidence of liability of the directors against whom the action should experiment. They have the right to present and explain to the assembly their deductions, even if they were out of office, or were not members. The approval given to the assembly process, involves suspension from the office of director. The General Meeting has the same time if necessary to replace. Art. 35. Opposition to the deliberations of the public company Alle Assembly resolutions contrary to legg or the bylaws, any shareholder within ten days after the news of the filing of the minutes at the Registry of art. 26, may file an appeal, notwithstanding any agreement statuary, with notice of appeal to the Court, accompanied by an action. The Court, if the opposition appears prima facie seriously founded, may issue a Ordinance suspension of the resolution, forcing the partner or partners to opponents, the deposit an amount for expenses and, where appropriate, for a deposit. The order shall be served ex officio and at the expense of opponents, directors and auditors, and it is noted in the Register of companies in art. 19. Within one month of notification and provided that the company representatives have not started a proceeding for confirmation of the opposite decision, should the shareholder or the opponents partners introduce an adversarial procedure for the annulment or amendment of the resolution; otherwise the opposition will be canceled permanently. Any cancellation of the resolutions do not affect the right of third parties of good faith. Art. 36. Investigation on the progress of public company shareholder may denounce serious irregularities in the management or alteration of financial statements to auditors which they must report with their appreciation to the Republic budget. Each member may terminate the Court the facts referred to in the previous paragraph.
If the event reported is not a crime of public action, but the complaint is submitted by at least ten members, the Court, after hearing the Prosecutor of the tax authorities, the representatives of the company, assumed the summary information and investigations carried out that rederà appropriate, may order an investigation. With the Ordinance provides that the Court may impose on members complainants, the deposit of a security for the costs and possible damages, and exudes the measures necessary for the continuity of social management, including, where necessary, the temporary appointment of a receiver. Art. 37. The auditors of public company auditors, to be chosen outside of the company's employees and relatives and relatives of the directors, and in number of at least two, exercise supervision over the accounting and administrative management of the company. They have to tamper with, and in meetings and may attend meetings of the directors, and at any time to inspect the company's books and make cash checks. They must also fill out the annual budget report and express their opinion in writing in the case of a capital increase, a change in the corporate purpose, or one of the Bonds issue. Must convene a meeting when necessary to provide for the temporary appointment of missing Directors, and when, perdutasi half dl capital, debbasi cater to reduce it or to supplement and administrators do not look after the special shareholders' meeting. Whatever the number of auditors, it is up to each of them individually the exercise of the rights and duties of the office. Should the companies to fulfill, even in part, its activity in the territory of the Republic, one of the auditors must be consent of the governments. Art. 38. Responsibilities of the Swiss company auditors The exercise or control failure on the part of mayors, including in them also to art. earlier, should in no way the responsibility of directors and social leaders. The mayors in turn respond to shareholders jointly with the administrators of the damage that would not have occurred if they had exercised vigi nce in accordance with the rules of the paid term. Art. 39. End of the company The company purpose, besides to the causes mentioned in the articles and the Statute, for the maturing of the end of its life, to the impossibility of achieving the social purpose, or for the disposal of jurisdiction to order the compulsory settlement in accordance with art. 43 and 44. In a general partnership or limited partnership, if the members to lose their quality unlimited liability for the reasons indicated in art. 2, the company does not dissolve, as long as they remain at least two partners with unlimited liability. The dissolution, along with the provision for the liquidation of the company, must be recorded in the Registrar of Companies in accordance with art. 19 and published in the Official Bulletin by the social administrators or deficiency of Mayors. Art. 40. Voluntary liquidation of the company a winding statement the company entered into voluntary liquidation. The liquidation shall be entrusted to one or more 'liquidators appointed by the meeting. If, for any reason, the partners do not provide for the appointment of liquidators, this is done by the Court, ex officio. Art. 41. Powers of the liquidators The liquidators can not do operations nor initiate proceedings in the name and on behalf of the company other than what is strictly necessary to complete the liquidation. For sale properties in private negotiations and for transitions ccorre authorization, case by case, of the Court. And 'it is forbidden for liquidators to distribute among the members, even by way of provisional payment, social activities until the company's creditors are not satisfied or, in the case of uncontested claims, is not set aside the full amount claim, raised by the presumed costs or expenses . Art. 42. Duties of the liquidators The liquidators must draw up and submit the Clerk of the Court, within three months from the publication of the appointment, unless extended by asking the Court, a state company of passive and active project accompanied by an explanatory report. The table will be given the real possibility of realization of assets and the reduction of social debts. This filing must affiggersi news in the albo of the Government Palace and the Palace of Justice with the warning that within a month, any interested party may make use of the mercy motivated opposition to the Court, which, after consultation with the liquidators, decides definitively on the matter. The opposition does not suspend the operations realizzzione assets.
Out of the allocation, according to the state not challenged or which has been approved by the court, the liquidators deposited in the court registry on record with the supporting documents. Apply to the liquidators, as it is possible, the rules concerning the liability of directors. Art. 43. Liquidation coercive With the withdrawal of recognition resolution on the grounds of art. 13 letter a) and b) is also ordered the compulsory liquidation of the company, if in a month of publication is not acting on its own dissolution. Art. 44. Companies in a state of decoction Society of compulsory settlement is well ordered by the Court at the request of an administrator, a mayor, or a social lender, or even ex officio, when it respects clearly in a state of insolvency. If the compulsory settlement is declared at the request of a creditor or ex officio, the company, which is regularly recognized, despite being temporarily insolvent, it may request the moratorium in terms of Article 20 of the law 15 November 1917 on competitions and the Court may allow it for one year and can be extended for no longer than another year for justified reasons. Art. 45 Liquidation procedure The compulsory winding-up order compulsory contain the appointment of a liquidator, it is noted in the Registrar of Companies in accordance with art. 19 office and published in the Official Bulletin. The date of publication all pending legal proceedings against the company are suspended, and nothing else, can be started. The orderly liquidation in the cases provided for in Article. 41 precedes the same way of voluntary liquidation. In the case referred to the Court in its previous Article Ordinance assigns a deadline for creditors to present allaCancelleria the Court questions documented placement of their claims. The liquidator, based on the company's books and claims of creditors, a state formula of allocation taking into account the senior debt and deposits it in the Clerk of the Court, where it remains available to interested parties for sixty days from the date of filing of the news to be affixed in 'register of the Government Palace and the Palace of Justice. Art. 46. Disputes on the allocation Rising opposition to the draft breakdown, provided proposals by reference to the liquidator within one month of the expiry of the last paragraph of the article above, the Court in interlocutory proceedings to decide on the mercy only judgment final. If no objections arise the project is approved by Ordinance. The decision of the Court makes it immediately progett executive. Art. 47. At branches of foreign companies offices or existing branches in the Republic of companies not incorporated herein shall apply, as appropriate, the voluntary liquidation or forced, considering them as separate and independent companies. Art. 48. Books and discontinuation company correspondence books and each ceased undertaking established in the Republic are preserved along with the receipts of payments made to creditors, with the Clerk of the Court for a five-year period. Art. 49. The Somme uncollected amounts due as a result of the liquidation to the shareholders or to the social creditors and not withdrawn by the claimant shall be deposited in the Governmental Fund of the Republic or in a lending institution for three years, after which are devolved to Congregation of Charity. However if the creditors were not satisfied in full, the fee must be possibly shared between them in proportion to their credit. Art. 50. Jurisdiction Notwithstanding any declaration or agreement to the contrary in the articles, in the statute or in other acts, whenever the Siasi company incorporated in the Republic, or is there an office or branch, the judicial authority of the Republic is competent in disputes between members, as such, for those in which the company is the defendant and those of r liability against the directors, auditors and managers of the company. If the statute contains a compromissria clause in disputes between shareholders and directors or executives, the arbitration ruling becomes enforceable only after its approval by the General Court. The judicial authority of the Republic for offenses referred to in art. 52 and 53 is regulated by art. 3 Cod. Criminal. Art. 51. Prescription All actions relating to the social management, the relationship between partners, as such, and the liability action against the directors, auditors and managers of the company, are prescribed within two years of dating respectively from the publication or from 'posting of the news or the deposit
Stationery act giving rise to the dispute, or the day on which this was done. If the action is based on a decision or transaction that was to be published, announced or filed and what did not take place, the period shall run from the date on which the plaintiff had knowledge of it. Art. 52. Penalties are punished with a fine of from 100 to 300 pounds, for each infringement, the directors, company executives established in the Republic and representatives of companies organized elsewhere, but having a seat in the Republic or branch which omit: a) to comply with art. 20, b) to cure within the law publications in the Official Bulletin or deposits at the Registry prescribed by this Act, c) to ensure that the companies are legally required mandatory books. The same punishment is applicable to liquidators, who do not fulfill their obligations within the law. Are punished with imprisonment from three months to six or with from 200 to 600 lire fine the anonymous company directors constituted in the Republic which: a) fail or refuse to convene the Assembly qundo have an obligation to this Act or to the articles of association, b) deliver bearer shares not paid up, c) riscattino with share capital of the company's shares without being authorized, d) emit or confined in Bonds Republic of society without proper authorization or beyond the limits of this. The same punishment applies to the representatives or agents of companies not incorporated in the Republic that there will not be confined in the bonds authorized by the Council of Twelve. The same penalty applies to the mayors to the facts referred to in point a). Art. 53. Penalties are punished with imprisonment from 1 to 5 years and a fine from 900 to 1500 pounds, without prejudice to civil liability, the directors of companies incorporated in the Republic which: a) distribute dividends or interests or perceive fees or payments that are not covered by profits actually realized and distribution bili, b) in the relationship with shareholders, in the shareholders' communications, financial statements and in official documents intended for the public expose knowingly false facts about the economic situation and the company's capital or fraudulently silent economically important facts about the state of. The same penalty applies to the liquidators for the infringement of the prohibition referred to in paragraph of article. 41 They are punishable under Art. 247 Cod. Pen. administrators and managers who have recourse to the social iscopi funds for other than their intended use. If the abuse is committed to its own advantage, the penalty is increased by 1/3 and can not be applied in the slightest. The beginning of the criminal proceedings implies the suspension of the charge; conviction for offenses specified in this article, although condoned for any reason, the matter ultimately removal from office and the perpetual inability to assume the functions of administrator, auditor or manager of companies. Art. 54. Cooperatives The Cooperatives of production, consumption and credit are governed by the preceding rules as applicable, except that: a) at any time may be admitted new members and ach shareholder may leave the company in the manner set itself in the articles and in-laws, b) the capital is divided into shares which are by Call ve and non-transferable, c) publication of documents is required only for the establishment, budgets and the dissolution of the company, d) in cases of irregular performance of the company or of the loss of social capital that does not allow the continuation of the company, the Court, the request of shareholders or creditors, may appoint an administrator Commissioner for the maximum term of a year or a liquidator. Art. 55. Transitional provisions Within a period of six months from the publication of this law, all forms of companies, already established in the Republic and there recognized by the competent UTHORITY, wherever their exercise activity, will have to change or the memorandum or the Articles of Association in order to comply with the provisions of this Act. Within the next two months they will have to submit amendments and additions to the Council of Twelve, the approval of which, along with the text, it will be published in accordance with art. 8. However, the filing of documents, records and financial statements of companies in the Chancellery will be limited to the previous biennium, and the endorsement of existing social books is limited to the pages have not been used. The nullity sanctions dependent on advertising defect or authorization shall not apply to transactions and contracts that predate the publication of this law.
Limited companies, that at the time of entry into force of this Act are already legally recognized, are exempted dall'obbigo of nominative shares, unless it is imposed by the Council of Twelve. Given at Our Residence, this day of 21 December 1942 (1642 dFR) THE CAPTAINS REGENT Carlo Balsimelli - Renato Martelli THE SECRETARY OF STATE FOR INTERNAL AFFAIRS to Giuliano Gozi
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