San Marino, August 2009/1708 d REPUBLIC OF SAN MARINO DECREE - LAW 107 of August 2, 2012 We the Captains Regent of the Most Serene Republic of San Marino Having seen the need and urgency referred to in Article 2, paragraph 2, point b) Constitutional law 183 of 15 December 2005 and Article 12 of the Qualified law 184 of 15 December 2005, namely the need to help small and medium-sized businesses rely on the institution of consortia that in the law of Financial Statements December 22, 2011 # 200 was allocated specific allowance and the urgency to adopt this measure as a result of the government crisis that does not make it possible to conclude the legislative process has already started making it impossible for the use of that fund; Given the decision of the 52 State Congress adopted in the sitting of 30 July 2012; Having regard to Article 5, paragraph 2, of the Constitutional Law no. 185/2005 and Article 9 and Article 10, paragraph 2, of the Qualified Law n.186 / 2005; We promulgate and publish the following Decree-Law: AMENDMENTS TO THE LAW 22 July 1977 42 - LAW ON ASSOCIATIONS AND AMENDED Article 1 Article 6 of Law July 22, 1977 n. 42 and subsequent amendments and additions shall be replaced by the following: "Art. 6 1. The share of the consortia capital consists of the shares of members. 2. The nominal value of each share may not be less than € 250 (two hundred fifty) each. 3. The assembly will establish the values of the contributions, with the possibility of periodic updates, which will be paid by the members according to the performance that the consortium offers to individual participants. 4. The Assembly will establish the values above the minimum quota with the possibility of periodic updates. 5. In the event of cancellation fees paid, duly updated, must be reimbursed within one year of withdrawal. In case of consortium, in accordance with art. 1 of this Act, be established to take care of the assistance to the parties to the solution of the problems through mutual credit guarantee services, the statute of the consortium will be able to establish that the cessation of the social bond for any cause and therefore also in the event of withdrawal of a shareholder, does not give right to a refund of the amount paid, which remain acquired the assets of the consortium itself. 6. The transfer of the shares and the admission of new members must be approved by the Management Board. A member who does not perform all or part of the payment of the subscribed share may, after notice served by the board of directors, be excluded from the consortium. ". Art. 2 Article 8 of Law 22 July 1977 n. 42 and subsequent amendments and additions shall be replaced by the following: "Art. 8 1. Within five months of the completion of the fiscal year must be convened the meeting for discussion of the budget. 2. This purpose has to be filed in the Clerk of the Court with a report of auditors available to those who want to read it at least twenty calendar days before the date set for the meeting. 3. profits of the management shall be deducted the statutory reserve to the extent of 20% and can also be deducted a reserve resolved by optional. 4. The profit thus remaining to be divided among the members in relation to individual contributions. In case of consortium, in accordance with art. 1 of this Act, be established to take care of the assistance to the parties to the solution of the problems through mutual credit guarantee services, the consortium statute may determine that a) they can not be distributed profits or operating surpluses every gender and under any form to shareholders, even in the event of dissolution of the consortium and in the event of termination of the social relationship, for whatever reason this occurs; b) a ban on the distribution of the consortium reserves, and over the life thereof, which at its dissolution; c) the surplus and interest accrued on amounts deposited, in any capacity, at the Credit Institutions are to be used by the consortium for the achievement of social goals. 5. Copy of the budget must be sent to the Commissioner's Court, the Tax Office and the Commission for consortia within thirty days of their approval. "Art. 3 Article 11 of Law 22 July 1977 n. 42 and subsequent amendments and additions shall be replaced by the following: "Art. 11 1. The consortium has end, in addition to the causes mentioned in the articles and the Statute, for the lack of the number of members not restored in terms of this Act, for the maturing of the end of its life, the impossibility of achieve the social aim or definitive suspension of activities within the meaning of art. 10.
2. The remaining assets, less any liabilities, must be shared among the shareholders listed in the register being dissolved, based on the portion paid by them. In case of consortium, in accordance with art. 1 of this Act, be established to take care of the assistance to the parties to the solution of the problems through mutual credit guarantee services, the consortium statute may determine that all or part of the remaining corporate assets is divided among the members and it is donated to another institution or company that promotes the pursuit of the social aim or which adhere all members of the consortium. 3. Upon completion of the liquidation operations the entity is deleted from the register under art. 4. ". Given at Our Residence, this day of August 2 2012/1711 THE CAPTAINS REGENT Maurizio Rattini - Italo Righi THE SECRETARY OF STATE FOR INTERNAL AFFAIRS Valeria Ciavatta