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Council Commission THE PERMANENT FINANCE, BUDGET AND PROGRAM; CRAFTS; INDUSTRY AND ECONOMIC COOPERATION; BUSINESS; WORK AND COOPERATION its meeting on 7 February 2006, examined and approved in a reporting the bill
LAW 23 February 2006 47
We the Captains Regent of the Most Serene Republic of San Marino
We promulgate and publish the following law passed by
Great and General Council at its meeting on 23 February 2006.
TITLE I GENERAL PROVISIONS
CHAPTER I DEFINITIONS AND GENERAL
1. In this Act, the following terms have the following meanings:
1) for "Law", this Law, its subsequent amendments and additions;
2) for "" registry, the Registrar of Companies under Article 6;
3) to "Register of Auditors", the register of auditors established by
Law 146 of 27 October 2004;
4) "Trust", the company authorized the conduct of private
marked by the letter C, Annex 1 to Law 165 of 17 November 2005;
5) to "Investments", units or shares;
6) for "Chancellor", the Chancellor of the competent Court to maintain the Register;
7) "Subsidiaries", the companies in which another company exercises control within
Article 11, paragraph 2), Law 102 of 20 July 2004; ;
8) for "Associated Companies", the companies in which another company exercises significant influence
, presuming the influence when at the meeting can exercise at least one fifth of the votes
9) for "unsuitable Subject" means a natural person who:
a) resulted convicted of crimes against property or crimes of a different nature for the
they have been issued a final sentence involving a criminal sentence
imprisonment not less than two years, or;
B) was subjected to the competition of creditors or equivalent procedure in
foreign legal systems;
10) for "certification":
a) if it refers to legal person, the "Certificate of Good Standing" of the same;
B) if it refers to an individual, jointly:
i. General Criminal Certificate issued in accordance with Law 13 September 1906, and
ii. The "Certificate of never Occurred Failure", released under the Decree
9 January 1984 3;
11) for "financial companies", companies authorized to carry out restricted acts under
of Law 165 of 17 November and from this set.
2. Certification of non-residents or non-domiciled in the Republic of San Marino
must be substantially equivalent to that shown at 10 of the previous paragraph
. With regard to natural persons, it shall be considered substantially equivalent certification
out which will show the absence of quality Subject
unsuitable. With regard to legal persons, it will be considered substantially equivalent
certification to the emergence of the contents of the Good Standing Certificate and
which is issued by the person responsible for keeping the Registrar of Companies in the country where the legal entity
It is headquartered. The Commissioner of the relevant law may issue circulars
in order to identify a general level equivalencies or further refine the assessment criteria
substantial equivalence of certification. In the evaluation
enrollment resulting in Criminal Certificate you must take into account the causes of extinction of the crime
, the causes of extinction of criminal effects of convictions, the
rehabilitation and more favorable to the accused contained provisions in the Criminal Code, in
rules of implementation and integration of the Penal Code, in other laws and decrees of the Republic
. Individuals resident in the Republic of San Marino and San Marino citizens
will replace the certification with the replacement statement with
mode of Law 105 of 21 October 1988.
Art.2 (the Company Types)
1. The company situated in the territory of the Republic of San Marino are
subject to the laws of San Marino and, if involving an economic activity undertaken in the
order to divide the profits among the shareholders, shall be incorporated under one of
types regulated by law.
2. The provisions regarding companies carrying on the activities referred to
Read November 17, 2005 and November 22, 2005 165 168, cooperative societies and any other company
governed by special laws, for which this Act is
Application for the part difformemente adjusted. 3
. The participation of the state or other public bodies in joint stock companies established in the Republic
does not involve derogation from the rules of this law.
4. The companies covered by this law must form themselves into one of the following forms
- general partnership;
B) capital companies:
- public company;
- Public limited companies;
- A limited liability company.
5. Subject to the issuance of the authorization referred to in article 16, are allowed other types of companies
that are most appropriate to achieve the corporate purpose and always
being directed at realizing interests which require protection and do not contradict the '
6. They can be members of a corporation either natural or legal persons.
Art.3 (Company between professionals)
1. Those exercising the profession in accordance with Law 20 February 1991
28 and subsequent amendments and additions may constitute between them a joint
on joint professional activity which they are entitled, to coordinate the performances | || intellectual treasury of different ratings and to provide services and goods related or simply auxiliary
exercise of the professions of the individual members, without the need of
go-ahead set forth in Article 16.
2. These companies and the activities of members are governed by the regulations concerning the companies in collective name
, as well as by current disciplines for the exercise of intellectual professions,
in general, and of the individual professions, mutatis mutandis. 3
. The company can be constituted with a number of members not exceeding one
fifteenth of members within the respective registers of shareholders. In the case of inter-company
, the calculation is performed in relation to all the books of all the shareholders.
4. The company name must contain the name of at least two of the members, present the activities
of society and must be followed by the words "company among professionals."
5. In the correspondence, in the acts or in the company's communications are to be
lists the names of all members.
6. The professional assignment means employed by the company even if given to individual shareholder
and, in the performance of professional duties, members must disclose their
belonging to society. The duty of professional secrecy and confidentiality
extend to all members, who have to work to get them to also observe the employees, auxiliaries and
by the company's employees.
7. The membership of a professional society of professionals should be brought to
knowledge of customers, counterparties and public administration organs.
8. With regard to professional mandates in progress at the time of
establishment of the company, the notification must be made at the first
act of exercising the mandate after the constitution.
9. To the services provided by the company shall apply for compensation, allowances and expenses
, the rules on rates of the profession of those who run the service.
If the performance is executed by several partners, it applies the established fee for a single professional,
unless otherwise agreed with the customer. The opinamento for determining compensation
due to us, is given by the Council of the association or professional
membership of the professional who performed the service. Performance inter
must be explicitly requested or agreed with the client; In this case
assets are valued separately and give the right to separate fees, otherwise it is
due to the fee for the activities of one professional and with the application of a single rate
10. The professional activities carried out by the members gives rise to all the obligations and rights provided
from social security and tax rules for the various professions; the objective character
contributions are due to the same extent that applies to acts performed by the individual practitioner.
11. The opera performance of the companies between professionals must be carried out personally by the members
, assisted where appropriate by collaborators and assistants.
12. Civil liability arising from professional activities of these associates is
by the company between professionals, subject to the interior for any compensation ratios.
13. The company must take out adequate insurance contract for damage referred to in the preceding paragraph and
must forward the data to customers who request them.
14. The professionals who are part of a company between professionals must provide the
Their services exclusively on behalf of the company and is not allowed to participate in more than one company
15. The books of orders and professional colleges established and regulated under the Law
February 20, 1991 n.28 and subsequent amendments and supplements contain, for its members
, an indication of the quality of partnership among professionals component .
16. Orders and professional colleges exercise, against members
components of society including professionals, the powers and functions provided by Law 28 of 20 February 1991
and subsequent amendments and additions relating to individual professionals. In particular, they
protect the dignity of the profession and ensure compliance with the principles of ethics professional
applicable to the conduct of the activity in corporate form.
17. Violation of social pacts may constitute disciplinary infraction.
18. The cancellation or the radiation from the register of membership of a socio
implies the automatic exclusion from society.
19. In case of suspension of a member from the exercise of the profession or if the member
he has been guilty of serious default or has become for any reason unable to
conduct its business, the exclusion from society, in the absence of
express provision in the statute, it is decided by the majority of members do not computandosi including the shareholder by
excluded and shall take effect thirty days from the date of communication to the excluded member.
20. To the exclusion of a member and the liquidation of its stake
apply mutatis mutandis, unless otherwise determined by the social contract, the rules laid down by the
subsequent article 38 in the event of withdrawal of shareholders.
21. If the company is composed of two members to the exclusion of one of them is decided by
Law Commissioner of the other application, provided that, if it fails the
all the partners and within three months does not is reconstituted, the
of liquidation procedures shall be initiated.
22. A member may withdraw from the company, although set up a fixed term, notice
agreed with the other members and not less than six months.
23. The withdrawal of a shareholder and the liquidation of its quota shall apply, unless otherwise stipulated by the
social contract, the rules provided for by articles 37 and 38.
24. Companies between professionals are not permitted commercial or entrepreneurial activities
. The company can carry out investments in securities and may be owner of
properties and registered movable property directly used for the performance of its business.
The sale to the Company of capital contracts, signed by the individual practitioner
exercising their profession prior to his participation in a company,
can take place within one year of its entry into the company or by the creation of this,
by simple notice sent by the company by registered letter to the contractor
transferred, with no possibility of opposition from him.
25. The partnership between professionals must keep the books provided for in Article 72.
Art.4 (Responsibility for the social obligations)
1. In general partnership all partners are jointly liable limitless
for the social obligations and the agreement to the contrary has no effect on
2. In corporations, for the social obligations answers only now with
1. In the company name must always be given the kind of society.
2. The corporate name of the company in collective name must also contain the name of
one or more shareholders.
Art.6 (Registrar of Companies)
1. And 'it created a Register of Companies, held at the Clerk of the Court, for
registration of the following data for each company:
- extremes of incorporation and the go-ahead of the Congress of State when required by
special laws and any subsequent measures authorizing or revocation has
- Registered office and any subsequent changes;
- Share capital subscribed and paid, and its possible variations;
- Corporate purpose and any subsequent modifications;
- Details of the legal representative or representatives of the company,
of directors, auditors, in charge of external subjects of the audit
if appointed, the liquidators, with the determination of its powers;
- Date of approval of the budget;
- Extreme measures concerning possible transformations, mergers or spin-offs;
- Judicial authority provisions concerning the liquidation of the company,
granting moratoriums or the opening of bankruptcy proceedings, as well as any other
measure that the judicial authority deems it useful to write down;
- Existence of a sole shareholder, if the company did not issue bearer shares;
- Existence of a pledge on the shares of the companies themselves.
2. Entries in the Register of data referred to in the preceding paragraph are carried out, unless otherwise
provision of law, at the request of the directors or liquidators,
accompanied by relevant documents. 3
. They must also be filed with the Registrar all the minutes of the Shareholders'
4. The modifications of the data referred to in paragraph 1, until the investment is entered in the Register,
are not binding on third parties unless it is proved that they knew about.
5. The registry can also be held by electronic means, in ways that
will be established by regulations.
6. The register is public and anyone can take free viewing.
7. To obtain registration of the company in the register must still be
filed with the Clerk's Certificate relating to shareholders, directors, auditors, external parties
charge of the revision, appointed on incorporation of
8. The filing with the Registrar of Certification of those who hold the
corporate offices, as well as the external auditor's firm eventually
appointed, must be made in case of confirmation in his role or replacement, and is
condition for entry in the Register.
9. Where to recruit social charge is applied for entry in registers or orders
professional or special registers will still have to be filed with the Clerk also
certificate of registration issued by the body in charge of the estate '
register or the register.
10. Directors, auditors, external auditors, in its annual report to
budget of their respective competence, or attached to it must declare, under their personal responsibility
, Tilla continues to the same conditions of the subjective and
objective prescribed by law for the assumption of office.
Art.7 (Indications on the letters and ads)
1. In the correspondence, in the acts, in ads, in securities issued or drawn up by each company must be noted accurately
- the name, type, and the company headquarters;
- The date and the number of registration in the Register;
- The paid up share capital and the subscribed;
- Any state of the company's liquidation.
Art.8 (Head Office)
1. The headquarters of the company is to be established in the territory of the Republic of San Marino
2. The registered office indicated in the statute means carried out with full effect every
notification and communication.
Art.9 (Corporate purpose)
1. The corporate purpose must be lawful, possible, determined, and must include
2. The social object is determined when it indicates:
1) only one sector of economic activity and specific market sectors where the
company intends to operate;
or 2) a single product sector and specific sectors of economic activity where the
company intends to operate;
or 3) one particular way in which the company intends to conduct its business economic
if this mode can take its particular
specificity regardless of market sector in which it will be applied.
Art.10 (Contributions and payments)
1. In the Company's capital, the value of the contributions can not be altogether
less than the amount of the share capital.
2. If the statute states otherwise, contributions must be made
. At least half of the contributions of the company's initial share capital must be made within
free sixty days following the date of registration in the Register and, if
cash, paid at a San Marino bank. In the case of formation of
company with unilateral act, all contributions must be made in cash and paid
within sixty free days of the date of registration in the Register.
4. The effected payment of contributions amounted to a statement released
by the legal representative in the manner and under the notice of penalty provided for in Article 3 of Law 21 October 1988
104, to be filed within thirty days from
the same with the Registrar by the directors.
5. In any case, the payment of all contributions must be requested by
administrators and made within three years after the registration of the company in
6. Failure to make the payment of contributions in the terms set forth therein is
due to dissolution of the company and you must settle, given the provisions
in article 11. In the event of inaction of directors, liquidation
It may be ordered ex officio. The Law Commissioner, to this end, assigns
previously administrators a period not exceeding sixty days to file
documentation showing the making of contributions, or for
proceed with the convening of a special general meeting for the 'adoption of the resolutions necessary for this purpose
7. In addition to money, they can be given all possible items for evaluation economic
, but not opera performance or services or personal rights of enjoyment.
Such contributions must still be declared together with the stipulation of incorporation
or resolution for the capital increase.
8. A shareholder who has given a loan responds to the debtor's insolvency.
9. Contributed assets the member is held to the same obligations which would be held
if he had sold them.
10. Who gives in kind or credits must submit the sworn report of a
auditor or an auditing firm entered in the register of auditors or a professional
member of a relevant professional board or San Marino. The report sworn
can not be drawn from those verses in the cases of ineligibility provided for auditors
Article 60. The report must contain a description of the goods or credits granted,
an indication of the criteria adopted evaluation and certification that their value is
least equal to the value for which it was conferred. The report must be attached to the deed of incorporation or
the resolution on the capital increase.
11. Each shareholder, in addition to the contribution to be made in accordance with the articles of association or
of the resolution to increase capital, owes the execution of the company
no substantial additional cash benefits. The statute determines the content, duration,
the modalities and the remuneration for these services, and establishes special penalties for failure
. Shareholdings which is connected to the obligation of additional performance
are not transferable without the consent of the directors and, if it is
actions, they must be registered. Save as otherwise provided the articles of association, the
above obligations can not be changed without the consent of all members.
12. Of people in the partner company is required to perform certain contributions in
social contract, failing which it is assumed that the shareholders are obliged to give to an extent equal
each other, what is necessary to achieve the corporate purpose .
Art.11 (Mora associate)
1. If the member does not perform due payments, after thirty days of the request, the
administrators, if not consider it useful to promote action for the fulfillment, offering
participation of the defaulting shareholder to other compliant members, in proportion to their
participation, at a price not less than the unpaid contributions. In
lack of bids from other members not in arrears, the directors must declare the defaulting partner
ruled of law, holding back the results obtained, except in the
compensation for damages.
2. The unsold shares are to be settled with the corresponding reduction of capital
. The administrator's request to provide for the payment must be paid
simultaneously and under the same conditions to all shareholders who have not fulfilled there.
4. The arrears in payment partner may not exercise the right to vote.
5. This Article shall apply mutatis mutandis also in respect of the member
who has not fulfilled the fringe benefits.
Art.12 (single shareholder)
1. The corporation may have a sole shareholder at the time of their formation as
for the next meeting of all interests in the head with a single
subject. In corporations, the meeting of all the shares in one command
subject does not imply the dissolution of the same.
2. The sole member shall exercise the powers and rights granted to the shareholders or the shareholders' meeting by law or by statute
. In a partnership, the loss of all the partners is due to melting
of the company, if the plurality is not reconstituted during the following three months.
(Amount of share capital)
1. The amount of the share capital may not be less than:
1) € 25,500.00 (venticinquemilacinquecento euro) in limited liability companies;
2) € 77,000.00 (seventy-seven thousand euro) in the joint-stock company with registered shares;
3) € 256,000.00 (two hundred fifty-six thousand euro) in joint-stock companies with bearer shares
Art.14 (Reduction of share capital)
1. When it appears that the capital has fallen by over a third, administrators, and
in the event of inaction by the supervisory board or the single auditor must without delay
convene a meeting for the necessary measures and, where the losses are not readily covered
, the assembly will be required to reduce the share capital subject to the limits of the law
2. The reduction of share capital shall also be decided in case of redemption
of investments to shareholders exercising their right of withdrawal, in the case provided for in the
statute or the law, or even in the case of exclusion of the defaulting shareholder. 3
. The reduction of the share capital can be decided when it is exuberant
than social purposes. The resolution can be performed only after ninety days from
of the measure in the Register, provided that within this period no
creditor has given notice of opposition.
4. The notice of meeting that should provide for the reduction of the capital Social
, in cases where this is mandatory, can be arranged by the Commissioner of Law
office or at the request of anyone interested, if there See to it
who is obliged to perform it in accordance with paragraph 1.
5. In the event that the shareholders' meeting, convened pursuant to the preceding paragraphs, adopts
certain provisions of law, the directors, auditors or, failing that, any
concerned should ask the Law Commissioner may Would the reduction of capital
because of the loss resulting from the budget. Commissioner of
Law by Decree which must be entered in the Register.
6. If, for the loss of over a third of the capital, this is reduced to below the legal minimum
, the directors must convene a meeting for the measures referred
Article 106, paragraph 1, point 4) within the period prescribed therein.
Art.15 (share capital increase)
1. It can not be resolved to increase the share capital or to issue bonds convertible
until the share capital subscribed is not fully paid
2. In case of violation of the preceding paragraph, the directors are jointly and severally
responsible for damage caused to shareholders and third parties. Remain in any case subject to
obligations under the subscription of shares issued in violation of the preceding paragraph. 3
. The Assembly may increase the share capital being allocated to capital reserves and other funds
budgeted as available. In this case the newly issued shares
must have the same characteristics as those outstanding and must be
allocated free to shareholders in proportion than that owned by them. In societies Anonymous
and the joint stock company's capital increase it may be implemented also through
increase in the nominal value of the shares.
CHAPTER II OF THE CONSTITUTION AND THE AMENDMENTS OF THE STATUTE
Art.16 (Licensing and conditions for the constitution)
1. For the establishment of a capital company you are required:
1) that the share capital is fully subscribed;
2) that there authorizations and other conditions required by special laws for the
establishment of the company in relation to its particular object;
3) that the provisions of the Law relating to transfers are observed;
4) that all individual shareholders are not Subjects unsuitable.
2. For the establishment of a society of persons, paragraph 1 shall apply mutatis mutandis
. To form limited companies, the companies referred to in Article 2, paragraph 5, and the
companies for which is expressly provided for by special laws, and to change later
social object, you must obtain an authorization
administrative preventive and irrevocable, which is expressed in a go-ahead of the State Congress.
4. The go-ahead is required at the Congress of State through the appropriate application accompanied by
a business plan that convinces maximum, in objective and subjective terms,
of its reliability and its compatibility with the economic and social needs of the Republic .
The Congress of State in granting the go-ahead may impose limits and conditions
Guarantee the correct implementation of the business plan.
5. In urgent cases, and in order to prevent distortions of the socio-economic context
of the Republic, with reggenziale Decree may be permission requirements for the incorporation of companies
concerning specific economic activities or areas
Art.17 (the Trust Companies Participation)
1. Upon accepting the trustee, the trust company that, on the basis of
fiduciary mandate, constitute society, they acquire or possess it
holdings, are obliged to advance and obtain the certification relative to
trustees, who are natural persons and legal entities.
2. The trust company will not be able to create companies, acquire or possess
holdings on the basis of a trustee assignment, where a certification showing that the settlor
is an unsuitable subject. 3
. It relates to activities reserved for financial firms
it is still subject to regulatory powers and supervision of the Central Bank of the Republic San Marino
Art.18 (form of incorporation)
1. The articles of association of a company must be in the form of a public deed.
Art.19 (incorporation Content)
1. The articles of incorporation must state:
1) the social type;
2) the name;
3) the duration;
4) the registered office;
5) the business purpose;
6) the amount of the share capital;
7) full name, date and place of birth, residence, citizenship of all individuals
trading name, date and place of incorporation, establishment and registration number
in the register of companies for people legal who have participated as members
the conclusion of association or in whose name the same was entered into;
8) participation assigned to each shareholder;
9) the subscription of the entire share capital;
10) the contributions of each shareholder;
11) the value attributed to contributions in kind, and its evaluation criterion;
12) the rules relating to the composition and powers of the corporate bodies, indicating those
relating to the administration and representation;
13) the rules under which the profits are to be divided;
14) the appointment of the first members of the governing bodies;
15) an indication of the rules relating to the functioning of society;
16) the duration of the company.
2. In joint stock companies and limited liability companies, the memorandum must also
the number and nominal value of shares, their being, respectively
registered or bearer, their features and the terms of issue and circulation.
11 3. In a general partnership, the articles of association must also indicate the norms
according to which profits are to be distributed and the share of each shareholder's profits and losses
4. The statute contains rules on the operation of the corporate bodies and the
society. Although the subject of a separate document, the statute is an integral part of incorporation.
Art.20 (Deposit incorporation and registration in the register)
1. The notary who received the act of incorporation of the company when the payment
of the conditions provided by law, shall deposit copies with the Clerk
within thirty days from the date of registration, enclosing the documents evidencing | || whether the conditions provided for by law.
2. If the notary fails to deposit within the period indicated above, each shareholder or
administrator can do so at the expense of society. 3
. The registration of the company in the Register is required simultaneously filed
4. The Chancellor, only verified the formal validity of the documentation, the company
enrolled in the register within five days of the enrollment request.
If the Chancellor fails in this period, the company intends enrolled from the fifth
day after filing the request.
21 (Effects of registration and acquisition of legal personality)
1. With the entry in the Register, the company acquires legal personality, which lasts until canceled
2. For transactions carried out in the name of the company prior to enrollment, are
indefinitely, jointly and personally liable towards third parties who have acted
. They are also unlimited joint and personally responsible for the founder and sole shareholder
those between shareholders in the articles or a separate document have decided,
authorized or permitted the completion of the transaction. The covenants are not enforceable against third parties
. The issue of shares or the sale of investments before registration of the
companies are void.
4. With the acquisition of legal personality, the company's assets is distinct from
capital of the partners.
5. The creditors can not take action on the heritage of unlimited joint and several liability
members without first redeemed guarantee social equity.
6. In a general partnership, the particular creditors of the partners with unlimited
makers have no effect on the company's assets, but if the debtor's assets are socio
insufficient to meet the debts for their own debt, the creditor can ask for | || liquidation of the debtor's share and the share is payable within three months of the request
, unless it is decided to dissolve the company.
7. Except as required by Article 148 of Law 165 of 17 November 2005
, the acquisition of legal personality does not allow you to purchase real estate, the
accept donations or inheritances or legacies without the authorization of the
Art.22 (Amendments of the Statutes)
1. The resolutions that modify the statute must be a public deed;
the attesting notary, within thirty days from the date of registration of when the payment
the conditions established by law, it requires registration in the Register and, simultaneously filed
, attach any permits and required documents. The Chancellor, verified
solely the formal validity of the documentation, registers the resolution in the Register.
2. If the notary believes not fulfilled the conditions set by law, it shall promptly and
communication in any case within the said period to the directors.
The directors within thirty days and, failing that, each shareholder at the company's expense
, may resort to the Law Commissioner. In this case, the Commissioner of
Law, verified the fulfillment of the conditions required by the Act, provides for the
approval of resolutions and orders entry in the Register. The decree of
Law Commissioner is subject to appeal before the Appeals Judge
within thirty days following the notification. 3
. Where the statutes provide for clauses which derogate from the mandatory provisions of the law in
about the rights and obligations of members contained in Chapter IV, the changes must be resolved by
unanimously, except that the shareholders at the time of
constitution of companies have not provided otherwise.
4. At the time the company was formed, members may provide that one or more
Statute clauses are editable only by consensus.
5. The changes of the social contract in the partnership can take place only
with the consent of all members, unless it is agreed otherwise.
6. After each change must be filed with the Registrar certified copy thereof
statute in its updated newsroom.
CHAPTER III OF EQUITY AND BONDS IN THE CAPITAL OF THE COMPANY
1. In limited liability companies, the proportion allocated to each member is
the amount of share capital and incorporates the whole of the rights accruing to the member
2. In limited companies and public limited companies, the participation is represented by
actions, which must be of equal value and entitle their owners to equal rights for
similar categories of actions.
Art.24 (Common provisions)
1. The statutes may provide for different categories of investments. Should be created
several categories of shares, the company is free to determine its content in
compliance with legal limits, but all the shares belonging to the category
it must confer equal rights.
2. Participation in corporations is freely transferable, unless otherwise provided by the statutes
. The statutes may also limit the transferability, and if so, whether in a concrete
statutory provisions prevent the transfer, the shareholder can exercise
right of withdrawal in the manner provided for in Article 37. 3
. In case of sale of the stake or action, the vendor is obliged
jointly with the buyer, for the period of three years from the subscription of the transfer in the register of shareholders,
for payments still due.
4. If participation is the subject of joint ownership, the rights of the owners are
exercised by a common representative. If the common representative has not been appointed,
the statements and disclosures made by the company to one of the co-owners are
effective against all. The co-owners of an investment
respond jointly with the obligations arising.
5. The share and the shares may be the subject of pledge or usufruct. In these cases, the
voting right, unless agreed otherwise, the pledgee and usufructuary
, while the right of option held by the shareholder, who has to make the payment of the sums necessary
. If payments are required on participation,
in the case of a pledge, the member must provide for the payment of the required sums, and failing that,
apply the discipline of non-payment; in the case of usufruct, the usufructuary must provide
to the payment, subject to its right to a refund at the end of the usufruct. At the request of
pledgee or usufructuary or the shareholder, the directors shall forthwith
annotation in the book of existence members of pledge or usufruct.
On shares it issued the pledge is established through the delivery of the relevant share certificates
to the creditor and the private deed strength subscription provided in
notarized signatures, duly noted on the title and in the register. On the shares not yet issued on
shares, the pledge is established by inscription in the book of the same members and the Register
in private deed armed force of the authenticated signatures. The usufruct on
actions and quotas is formed with respectively laid down for the purpose
enforceability of the constraints themselves to society.
6. The share and the shares may be subject to seizure and expropriation.
The share of foreclosure is performed by notification to the debtor and to the legal representative
, while the foreclosure action must also be dispossession
. The directors shall proceed expeditiously to the record in the book of
members. The decision of the Commissioner of the Law which provides for the sale of
participation must be notified to the company.
7. In the case of seizure or garnishment of the share or shares, the right to vote and
other administrative rights are exercised by the person designated by special
measure by the Law Commissioner.
8. Except by the title or by the order of the judge otherwise requires, the administrative rights
other than those provided for in this article entitled, in the case of pledge or
usufruct, the pledgee or the usufructuary; in the case of seizure or garnishment
being exercised by the keeper.
1. The nominal value of the share is determined on the euro and as a percentage of share capital
. If the statute does not provide otherwise, the amount payable shall be proportional to the extent
Art.26 (share transfer)
1. The act of transfer inter vivos, whether free or title, the fee must be
stipulated in the form of public or private deed.
2. Instrument of transfer of the share to which is attached the certification
purchaser, must be filed with the Registrar within thirty days of its
recording, by and under the responsibility of the notary who received the 'act or
has authenticated the signatures. And 'nothing the supply carried out in favor of Subjects unsuitable. 3
. The transfer of shares takes effect against the company by the time of enrollment
in the shareholders' register, as provided in the following paragraph.
4. The registration of the transfer in the shareholders takes place, upon request of the
of law, upon presentation of the transfer agreement.
1. The shares may be represented by multiple share certificates.
2. The share is indivisible. 3
. Actions must indicate:
1) the name, head office and duration of the company;
2) the date of incorporation and the legal recognition of the act as well as the registration number
in the Register;
3) the nominal value and the amount of the share capital.
4. The shares must be signed by the legal representative of the company and the
mayors. It is valid subscribing by mechanical reproduction provided that the original is filed with the Clerk
5. For all shares issued by the company, the nominal value of each share must
correspond to an arithmetic fraction of the share capital.
6. Shares may not be issued at a price lower than their par value
7. No shares shall be issued to bearer or to convert registered shares into bearer shares
before it has been paid the entire share capital.
8. For the amortization of registered shares lost or stolen on the rules for the promissory
Art.28 (Transfer of registered shares)
1. The transfer of registered shares is governed by rules of the bill
authenticated filmed by a notary or through public or private deed;
in every case, the transfer is effective against the company with the registration in the shareholder register.
2. The endorsee who demonstrates holder on the basis of a continuous series of endorsements
has the right to obtain the inscription of the transfer in the shareholders' register. 3
. The act of transfer, to which is attached the transferee Certification,
must be filed with the Registrar. The registration of the transfer in the shareholders have
place at the request beneficial owner, upon presentation of the transfer agreement or
actions. And 'nothing the supply carried out in favor of Subjects unsuitable.
4. The usufruct of registered shares may be invoked against third parties only if noted on
same actions and shareholder.
Art.29 (Transfer of bearer shares)
1. The transfer of bearer shares is done by delivery.
Art.30 (units or shares)
1. The limited liability company may not in any event subscribe or buy
holding their shares.
2. Limited companies and public limited companies may not be subscribed for shares 3
. And 'allowed the purchase of own shares provided that fully paid, only the distributable profits
limits and reserves from the last budget duly approved
4. The purchase must be approved by resolution, which shall determine the manner
, indicating in particular the maximum number of shares to be purchased, the maximum
duration of validity of the minimum price and the maximum consideration.
5. In no case may the nominal value of the shares acquired pursuant to the preceding paragraphs
exceed one fifth of the share capital.
6. Administrators can not sell the shares purchased
without prior shareholder approval, which must determine the relevant procedures.
7. As long as the shares remain in the company, the dividend rights and the right of option
are allocated proportionally to the other shares. The voting rights are suspended, but their actions
however included in the capital, for the purpose of calculating the quorum and
8. An unavailable reserve equal to the amount of own shares held by the writing
budget, to be established and maintained until the shares are transferred or canceled.
9. In no case shall the Company may grant loans or provide guarantees for the purchase or subscription of its shares
. You can not even, for through companies
fiduciary or other intermediary, be accepted own shares as collateral.
10. Are null and void acts carried out in violation of paragraphs 1, 2, 3, 4, 6, and 8. If the limit referred to in paragraph 5 of treasury shares are purchased
exceeding, revocation shall be limited to the purchase of
1. The shareholders of public limited companies and public limited companies may decide to
raise new capital through the issue of registered or bearer bonds.
2. Bonds are debt instruments that incorporate the right to
repayment of capital and the payment of interest, without attributing any of the rights reserved to members
. They may be issued subordinated bonds that, in certain circumstances
, are to be repaid only after the satisfaction of the rights of other creditors of
society; perpetual notes with no expiration that attach to the subscriber only
payment of interest and not even the repayment of capital; bonds with warrants
that attach to the subscriber, in addition to the right to return of capital and interest payments
also the right to purchase or subscribe for additional securities on terms
fixed and give the same rights to third parties . 3
. The resolution of the meeting concerning the issue of bonds can not be performed until
is not granted the permission of the Central Bank of the Republic of San Marino
4. The total value of all bonds issued can not exceed twice the
share capital and reserves available according to the latest approved financial statements.
5. The Assembly may decide to issue bonds convertible into shares,
Determining the exchange ratio, the period and the methods of conversion.
Concurrently, the company must resolve to increase the share capital by an amount corresponding to the shares
be attributed in conversion.
6. In the first month of each semester directors shall issue
of the shares to bondholders who requested the conversion in the previous semester
. Within the month following the directors must file for registration in the Register
certificate of the share capital in an amount corresponding to the nominal value of shares issued
7. Until they do not, the deadline set for the conversion, the company can not
deliberate or voluntary reduction of the share capital, or the modification of
provisions of the Statute concerning the distribution of profits, unless the holders of
convertible bonds have been given the authority by registered letter sent
least ninety days before the meeting, to exercise the right of conversion
within thirty days of receipt of the registered letter.
8. For cases of capital increase through allocation of reserves and capital
reduction of losses, the exchange ratio is changed in proportion to the extent
increase or reduction.
Art.32 (bond content)
1. The bonds must be signed by the legal representative of the company and
auditors and should indicate:
1) the name, subject, and the headquarters of the company and the number of registration in the Register;
2) the share capital;
3) the date of the resolution of the meeting and the details of the authorization
Central Bank of the Republic of San Marino;
4) the total amount of bonds issued, the nominal value of each, the wise
interest and the method of payment and repayment;
5) any guarantees given assisted;
6) the description of the type of bond, with details of their principal characteristics
2. The convertible bonds shall, in addition to the established
in the preceding paragraph, the exchange ratio and the methods of conversion.
CHAPTER IV RIGHTS AND DUTIES OF MEMBERS
Art.33 (Right to profits and the liquidation quota)
1. Unless otherwise provided by the statutes, any participation carries the right to
a proportional part of the profits, actually achieved and which has been approved by the Assembly
distribution, and net assets upon liquidation.
2. E 'void the agreement in which one or more members are excluded from any participation in the profits or losses
Art.34 (Right to vote)
1. Ordinarily each share gives the legitimate bearer the right to vote.
The share gives the holder one vote in the assembly; if the share is a multiple of a Euro
, the member is entitled to one vote per euro.
2. For specific categories of stocks or shares the right to vote can be excluded at the time of issuance
Art.35 18 (Right to information)
1. All members have the right to receive information on the operations and financial-economic
of society and, in companies without statutory auditors or auditor only
, each non-managing partner has the right to freely consult the documents || | also related with the assistance of its experts.
2. In any case, the members have always entitled to inspect the company books required
and obtain copies. 3
. If the administrator does not allow the shareholder to exercise the right, he has
possibility of appealing to the Law Commissioner, which shall take the measures referred
Article 66, in compliance with the adversarial principle.
Art.36 (Right to administer)
1. The administration of the partnership is for each partner
separately from the others, save different provisions of the statute if it is not passed on to third
is not enforceable against them.
2. In corporations they may be appointed directors who are not also members.
Art.37 (Right of withdrawal of the shareholder)
1. Unless otherwise provided by the statutes, in the persons of each member company,
in any time, it may withdraw from the company when this is not contracted time
determined or when to have a just cause to terminate.
2. In corporations and partnerships, the right of withdrawal exists
- The company resolves the transformation of its type
or a substantial change in the objects;
- Is required by statute;
- Is required by law or by special laws. 3
. The withdrawal shall be communicated to the directors or, in the company of people, others
members by registered letter with acknowledgment of receipt, and, in the cases mentioned in the first paragraph
limited to partnerships, with a notice of at least three months.
The participation must be liquidated, unless otherwise provided by the statutes,
in the next thirty days.
Art.38 (Settlement of withdrawal)
1. The withdrawing shareholders are entitled to receive a sum of money equal to the value of
2. Unless otherwise provided by the statutes, this value is determined taking into account the
market value at the time of the declaration of withdrawal. In case of disagreement, such
value is determined based on the average net assets resulting annual
last three years or, if the company was incorporated for less than three years, the budgets approved
since its establishment.
Art.39 (Death and exclusion of the shareholder in person)
1. Unless otherwise provisions of the Statute, in the event of death of one of the partners in the
partnerships, survivors shareholders must liquidate the share to the heirs, unless
prefer to dissolve the company or to continue it with the heirs and these will consent.
2. The exclusion of a member may be for serious failures to comply
obligations arising from the law and the social contract, and for incapacitation, disqualification of the member
; the member who has given the company their work or enjoyment of a thing
may also be excluded for the unexpected unsuited to carry out the work or for the perishing of the thing
due to reasons not attributable to the directors; finally, may be disregarded
member who is obliged by contribution to transfer the ownership of a thing, if this is
perished before the property is purchased by the company. 3
. The exclusion is decided by the majority of members, not computandosi
in the number of these partner to be excluded and shall take effect thirty days after notification to
excluded member. Within this period, the excluded member can lodge an objection with
appeal to the Law Commissioner, who may suspend the execution.
If the company consists of two members, the exclusion of one of them ruled by the Law Commissioner, on the other
4. And 'the socio ruled of law in respect of which it is a procedure
competition was open or in respect of which a creditor has obtained its special
liquidation of the fee.
5. They are observed for the liquidation of the fee to the heirs of the deceased partner and his partner excluded the provisions of Article 38.
Art.40 (Right of option)
1. The Shareholders' Meeting, to resolve to increase the share capital by issuing new shares
, must offer to shareholders and in proportion of
holdings of each of them, the newly issued shares or subscription.
The same meeting shall determine the terms and conditions of exercise of the option right, without
understood that the terms for the exercise of this right shall as from
of the deposit of the Assembly report with the Clerk and They may not be less than ten days
2. Those who exercise the right of option, they make a simultaneous request
have right of first refusal in the purchase of the investments that will remain unsold. 3
. The right not responsible option for newly issued shares which, according
the resolution of the capital increase, to be paid through contributions in
4. When the pre-emption rights are excluded, the issue price of the equity investments
must be determined based on the net asset value.
5. The sums received by the company for the issuance of shares at a price higher
at their nominal value, including those derived from the conversion of bonds
, must be set aside in a special reserve.
Art.41 (Prohibition of competition in the people)
1. The company's associate general partnership can not, without the consent of other shareholders,
exercise on your own or others' activity concurrent with that of the company or
participate as fully liable partner in another company competitor.
2. Consent is presumed if the exercise of or participation in other companies
existed before the social contract and the other members knew about it.
TITLE II ORGANISATION OF THE CAPITAL COMPANY
1. The general assembly is the deliberative body in which is formed the will of the society
2. The resolutions adopted by the Assembly in accordance with the law and statutory
rules binding on all shareholders even if absent or dissenting.
Art.43 (assembly Skills)
1. The Assembly meets at least once a year within five months from the closing fiscal year
and has expertise in:
1) approval of the budget;
2) the amendment of the articles of association;
3) appointment and removal of directors, auditors and external auditors;
4) determination of the remuneration of directors, auditors, auditors and external auditors;
5) power to take legal against the directors, statutory auditors, the
auditors or auditing firms;
6) issue of bonds;
7) transformation, spin-off, merger and liquidation, as well as appointment, dismissal and determination of
powers of liquidators;
8) any other matters related to the management of the company,
reserved to its competence by law or the bylaws or brought before it by the directors.
Art.44 (assembly operation)
1. The meeting is called by the directors of the company.
2. The statute establishes the rules governing the formalities on the convening procedures
and assembly operation, including voting procedures. 3
. The statute should in any case provide that:
1) the meeting must be held in Italy;
2) the notice must contain the complete list of the items on the agenda
3) the notice of the meeting is sent by registered letter, mailed
to shareholders at the domicile indicated in the Shareholders, at least eight days before the meeting
, unless otherwise provided by the statutes, provided that, in the case of
convening of joint-stock companies with bearer shares, the notice is posted
"to valvas" with the Court at least twenty days before the date fixed for the meeting
4) the meeting should also be carried out at the request of a minority
at least 1/5 of the share capital;
5) for each meeting are provided at least two different convocations and for each
them for clarification of the constitution quorum and validity of the resolutions;
6) shareholder resolutions are validly adopted by the assembly in second
call with the favorable vote of shareholders representing at least a majority of the share capital
present at the meeting; the articles of association may nevertheless provide
strengthened quorum for the adoption of certain decisions;
7) the right to attend the meetings are extended to all shareholders that are registered in the Book
members at least five days before the date of the meeting or, in the event of the issue
of bearer shares, to all those that produce in the assembly actions;
8) the possibility of representation is subject to the issuance of a written proxy
nominative and valid for each single meeting, and that may not be granted to directors,
auditors, auditors and employees of the company;
9) all resolutions must be recorded in the minutes, which, if it is not drawn up by a notary,
must be signed by all the members present;
10) in votes regarding persons may be taken by secret ballot if
this is required by a number of members to be determined;
11) the assembly is in any case validly constituted and entitled to deliberate also on
topics not on the agenda or in the absence of the formalities
call, with the exception of approval of the financial statements, when they are
present all those who are eligible provided that no objections arise in the discussion of topics
12) if the directors do not provide for the convening of
request of the minority referred to # 4), each shareholder may request the Commissioner of
Act to order that the notice of meeting itself and to designate the person who shall preside
13) the right to vote can not be exercised by the shareholders, on behalf of third parties,
have an interest in conflict with that of the company.
Art.45 (Oppositions to the resolutions of the meeting)
1. Against illegitimate shareholder resolutions, the member absent or dissenting, the
directors and auditors, may resort to the Law Commissioner to ask
Cancellation and possibly the suspension on an urgent basis of resolutions challenged
. The appeal must be lodged with the Registrar within ten
days from the filing of a copy of the minutes.
2. The Law Commissioner, if the opposition appears prima facie seriously founded,
may issue a decree the temporary suspension of the resolution, possibly by imposing
to the member or members opponents on deposit an amount for expenses and, where
case, bail. 3
. The decree shall be served ex officio and at the expense of opponents, to directors and
mayors, and it is noted in the registry.
4. Within thirty days of notification and provided that the company has not started a
process for confirming the opposite decision, objectors must introduce
adversarial proceedings for the cancellation of the resolution;
otherwise the opposition will be canceled permanently.
5. All grounds of appeal of the resolution are determined by a single
6. Cancellation may not be pronounced if the contested decision is replaced
with other decision complies with the law, provided that the costs of the appeal proceedings
are borne by the company.
7. Any cancellation of the resolutions do not affect the right of third parties in good faith
Art.46 (The invalidity of shareholders' resolutions)
1. Shareholder resolutions whose object is impossible or unlawful are void.
2. Nullity may be relied on by anyone who is interested, and its action is subject to the ordinary
. They observe the provisions of ordinary cognition process.
23 CHAPTER II
Art.47 (Competence of directors)
1. Administrators have the authority to perform all acts necessary or useful
pursuing the corporate purpose, except for those for whom the law or the statutes
require the resolution of the meeting.
Art.48 (Causes of ineligibility and disqualification)
1. They can not be elected to the office of director and, if elected, fall from office those who
1) Subjects are ineligible;
or 2) have been convicted for the acts provided for in Article 56 paragraph 9.
2. The Statute may also provide grounds for incompatibility, limits and criteria for the aggregation of positions
Art.49 (Appointment of Directors and the Management Mode)
1. In a partnership, each partner has the powers of administration, which are
exercised separately, unless otherwise agreed conferring such powers to one or more members,
that to be up against third parties should be made public by inscription in the Register.
2. In corporations directors are appointed by the Assembly and, for
first period of office, are appointed in the articles. 3
. If the administration of limited liability companies is attributed to more people, these
constitute the board of directors, whose operation must be regulated by
special statutory rules, as set forth in Article 50. 4
. The board of directors, where the statutes or the assembly permit,
may delegate some of its powers to an executive committee composed of some of
its members or to one or more managing directors. In any case, the authorization can not extend to
powers regarding the preparation of the budget and to the obligations in the event of
reduction of share capital due to losses.
Art.50 (Proceedings of the Management Board)
1. The statute shall contain the rules that govern the formalities and procedures
convening and operation of the board. In any case, it must predict
1) that the council is validly constituted with the absolute majority of its
components and that the resolutions are adopted with the favorable vote of the majority of participants
2) which are not admitted attorney;
3) that the resolutions must be recorded in a report drawn up and signed by the President and Secretary
by the drafter;
4) the resolutions concerning persons must be taken by secret ballot
if so requested, in accordance with the procedures to be established in the statute.
2. The statutes may provide that meetings of the Board
can also be held via videoconference or teleconference, if the minutes are drawn up by a notary.
In this case, the statute should nevertheless provide that:
1) the president and the secretary extender are in the Republic of San Marino;
2) to each participant is allowed to identify the others, intervening in real time
in the discussion;
3) to each of the participants are able to view, receive and transmit
documentation regarding the meeting.
Art.51 (administrator Term of office)
1. Unless otherwise provided by the statutes, in the corporation in charge of
administrator you can be granted for a maximum period of three years, renewable.
2. Administrators can be removed by, even before the expiry of the term unless the administrator
right to compensation if the
revocation occurs without just cause. 3
. Administrators can give up their office by giving written notice to the company
4. If the resigning director is a member of the board
his resignation can take effect immediately if the majority of the board remains in office
5. If during the year is no longer a majority of directors,
the remaining directors must immediately convene a meeting because they are responsible for the replacement of missing
6. If they fail the sole director or all the directors, the meeting
for the appointment of the administrator or the entire board it must be called urgently
by the supervisory board or the single auditor, where it has been appointed, or it can be
convened by each member.
7. The appointment of new directors is limited to the expiry date of the
advice to replenish.
8. The termination of the maturity of the term assignment takes effect
administrators from the time when the board has been reconstituted.
1. Powers of representation, through which the company buys rights, assumes
bonds and is in court, lies with the administrators within the limits set by statute.
2. In societies administered by a board of directors the power to
representation competes, unless otherwise provided by the statutes, the chairman.
25 3. The power of attorney is also responsible to the managing directors may be appointed
, in the mandate given to them.
Art.53 (Extension of the powers of representation)
1. Administrators who are the representatives of the company may carry out all
acts within the corporate purpose unless the limitations set out by law or by statute
2. Failure to comply with the limits resulting social object or the statutes can not be relied
to bona fide third parties.
Art.54 (Prohibition of competition and conflicts of interest)
1. Administrators can not take the quality of unlimited
members responsible in competing companies or a competing business on their own account or
third parties, unless authorized.
2. The administrator must inform the other directors and auditors of each
interest, or on behalf of third parties, in a transaction involving the company,
specifying the nature, terms, origin and scope; whether it is managing director
, it must also refrain from undertaking the transaction entrusting it to the board of directors
; if it is the sole director, he must give notice to the first
useful meeting. 3
. In the cases provided in the preceding paragraph to the resolution of the Board of
council it must adequately explain the reasons and the benefits for the company operation
4. Resolutions passed under administrator decisive vote
conflict of interest that may cause damage to the company, may be challenged by
absent or dissenting directors and statutory auditors within ten days from the date of the resolution.
In any case, they are subject to the rights acquired in good faith by third parties on the basis of acts performed
execution of the resolution.
5. The contracts concluded by the directors who represent the company in
conflict of interest, or on behalf of third parties, with the same
may be canceled at the request of the company, if the conflict was known or recognized by third.
Art.55 (Appeal of the resolutions of the board)
1. The administrator absent or dissenting, the supervisory board or single auditor,
may challenge the resolutions of the board that are not taken into
accordance with the law; It applies mutatis mutandis to Article 45.
(Liability of directors)
1. Administrators need to fulfill the obligations imposed upon them by law,
by the memorandum and by-laws and are liable for the correct social management
the rules of the mandate, without prejudice to Article and without prejudice to the following
2. In particular, they say:
1) the proper completion of social and books;
2) the careful supervision of the management;
3) the compliance of financial statements with the principles laid down in Article 75;
4) the conformity of dividends to the provisions of Article 33;
5) of the diligent execution of the resolutions of the meeting and any
Authority judicial measures;
6) of the damages that are derived from the utilization of the company for the benefit of third parties
data, information or business opportunities learned in the exercise of their duties. 3
. Equal responsibility rests with the company's executives as part of their duties
4. Administrators respond to the company's creditors for non-compliance
obligations inherent to the conservation of company assets. The share of responsibility of creditors
can be exercised when the company's assets is insufficient
to the satisfaction of their claims.
5. The directors are also personally liable to shareholders and to third
have been damaged by negligence or malicious acts performed by them.
6. The liability action against the directors is started with
resolution of the meeting, and this decision can be taken on the occasion of
discussion of the budget, even if it is not on the meeting agenda.
7. The resolution of legal action in the removal of the directors
against whom it is provided is taken with the favorable vote of at least one
fifth of the capital, and in this case the meeting provides for their replacement.
8. The company may waive the assertion of liability and may compromise,
provided that the waiver and the settlement are approved by express resolution
Assembly, and provided that there is voting against shareholders representing
least one fifth of the share capital. The waiver is not enforceable against creditors, while
transaction can be contested by them only if it fulfills the extremes actio pauliana.
9. Administrators, auditors, auditors, liquidators and executives undergoing
criminal proceedings for facts relating to the charge part or other serious criminal
may be suspended from office by order of the same body or office
competent allocation assignment. The sentence for the crimes referred to in this paragraph
will permanently disqualification from office and the inability to assume the functions of
administrator, liquidator, auditor, auditor or a company executive for the time you will be
fixed by the judgment.
Art.57 (Limits of liability of directors)
1. The liability of directors governs the actions or omissions which they accomplished
, the day on which they have been appointed to that in which they are replaced by other
administrators or liquidators.
2. Not responsible collegial deliberations of the administrator, being
free from iniquity, did not participate in the deliberations or did note in the minutes
without delay its reasoned dissent on decisions arising from the minutes. 3
. Administrators are not responsible to the company for damages resulting from
non-fulfillment of the duties of the managing directors.
CHAPTER III OF MAYORS
Art.58 (Appointment, termination and forfeiture)
1. The appointment of the single auditor is mandatory:
- in limited companies;
- In joint stock companies;
- In Article 2, paragraph 5;
- In a limited liability company when:
a) the share capital is equal to or greater than € 77,000.00 (seventy-seven thousand euro), or
b) for two consecutive years, revenues from sales and performance exceeded
value of € 2,000,000 (two million euro).
2. In the companies mentioned in paragraph 1, the appointment of the supervisory board is mandatory
if the revenue from sales and services of the companies referred to in paragraph 1, for two consecutive financial years
have exceeded the value of € 7,300,000, 00
(settemilionitrecentomila euro). 3
. If for two consecutive years the amount of revenues from sales and
performance is below the thresholds specified in the preceding paragraphs, the appointment
Of the control, if previously became mandatory, it ceases to be. In this case
mayors lapse by law with the approval of the budget for the year in which
has failed the prerequisite of obligation.
4. The auditors are appointed for the first time in the deed and then
Assembly, except as provided in the field by special laws.
5. Auditors remain in office for three years and expires on the date
Meeting called to approve the financial statements for their third year of office.
6. The termination of the maturity term of mayors, resignation, disqualification,
takes effect from the time when they were replaced by the assembly.
7. The mayor's office is renewable, freely waivable, but is revocable only for cause
8. The revocation decision shall be approved by decree of the Commissioner of Law
hearing the person concerned.
9. Decade office the mayor who, without justifiable reason, does not participate
during a fiscal year to a meeting or two meetings of the board of auditors or
board of directors or the executive committee.
Articles 59 (Replacement)
1. In case of death, resignation or disqualification of one or more auditors, must be
immediately convened the shareholders' meeting to replace them.
2. The new appointees expire together with those in office.
Art.60 (Causes of ineligibility and disqualification)
1. They can not be elected as auditors and, if elected, fall from office those who
- Subjects are ineligible;
- Are spouses, relatives or relatives up to the fourth degree of the directors of the company;
- Are in any way related to the company by an employment relationship or a relationship
continuous or periodic advice or provision of work, or other relations of a financial nature that compromise
l ' independence;
- Have been canceled or struck off the professional;
- Who have been convicted for the acts provided for in Article 56, paragraph 9 of the Act;
Prove deleted or suspended from the Register of Auditors, if membership of that
register both their requirement for election to the office of auditor;
- Are directors in the participating companies or subsidiaries.
2. The Statute may provide grounds for incompatibility, limits and criteria for cumulated
Art.61 (Composition of the supervisory board and the single auditor requirements)
1. The board of auditors, when its constitution is mandatory, is made up of three or five members
2. At least two members must be enrolled in the Register of Auditors. 3
. The remaining members, if not enrolled in the register must be registered with the
Chartered Accountants, the Board of Accountants and the Association of Lawyers and Notaries
. Is considered equivalent to enrollment orders and foreign colleges or
enabling the exercise of those professions obtained abroad for this purpose, certificates
and foreign claims will be considered equivalent to those of San Marino if
they emerge from the satisfaction of the requirements.
4. The majority of members of the supervisory board must be resident in the Republic
5. The chairman of the supervisory board is appointed by the Assembly.
6. The only mayor when his appointment is mandatory, must reside in the
Republic and be entered in the Register of Auditors.
Art.62 (Meetings of the supervisory board)
1. The supervisory board must meet at least every ninety days.
2. The meetings of the supervisory board must be drawn up minutes which shall be recorded in the Book
provided for in Article 72, paragraph 4, point 6), and must be signed by all participants
. The college is regularly constituted by the majority of members and decides by
majority of those present.
4. The mayor has the right to write down on record his dissent.
Art.63 (Duties and powers of the supervisory board or the single auditor)
1. The only mayor, or the board of auditors, must
1) ensure compliance with the law, the Statute and the principles of proper administration
by the governing bodies;
2) exercise the audit, when not appointed a person in charge
of the audit;
3) to intervene in shareholders' meetings and the meetings of the Management Board and the Executive Committee
4) issue written opinions to administrators, although not mandatory binding, before
The adoption of measures that involve changes in share capital;
5) to express their dissent to the directors in respect of acts or facts,
urging them to comply with the law, the Statute and their duty of care,
signaling the need for certain requirements, advancing observations
enter in the minutes of the board;
6) call the meeting and make the publications required by law in case of
omission or unjustified delay by the directors;
7) call a meeting, upon notice to the directors, if
in carrying out the reprehensible actions deemed particularly serious;
8) perform such other duties and obligations prescribed by law.
2. The mayor may at any time:
1) carry out acts of inspection and control;
2) ask the directors, also with reference to subsidiaries,
on the performance of company operations or on specific business;
3) exchange information with the corresponding bodies of subsidiaries and associated companies
in regard to the management and control systems and the performance in general
of social activity. 3
. In the presence of the board of auditors, the powers referred to in paragraph 2 shall be exercised by the
single mayor without the need of any delegation by the Board of Auditors itself.
The decisions regarding the steps to be taken following the exercise of these powers
belong to the supervisory board.
4. The assessments, investigations, control and inspection acts, decisions or deliberations of
single mayor, the members of the supervisory board or supervisory board itself, must
be expected from the book by Article 72, paragraph 4, point 6 ).
1. The auditors must fulfill their duties with professionalism and diligence required by the nature of
, are responsible for the truth of their claims and must
maintain secrecy on facts and documents of which they have knowledge by reason of their
2. The mayors respond to the company, the shareholders and third parties, jointly with the administrators
to the acts or omissions of the latter when the damage would not have
product if they had supervised in accordance with the obligations inherent in their charge. 3
. The liability action is promoted by shareholders' resolution. Apply
mutatis mutandis, the provisions laid down in Article 56.
Art.65 (Reporting mayors)
1. Each partner may report the facts that it considers objectionable to the supervisory board or the single
mayor, who, if the complaint is made by shareholders representing one fifth of
share capital, must investigate without delay on the facts reported and
submit its conclusions and proposals to the assembly, immediately summoning the same
if the complaint appears founded, and, if any requirements, bring the complaint to the Tribunal under Article 66
Art.66 (Complaints to the Court)
1 If there is reason to suspect that the directors have committed serious irregularities in the management
which can do harm to society, the only mayor or the college
Auditors or shareholders representing one fifth of the share capital may | || denounce these grave irregularities to the Law Commissioner.
2. The Law Commissioner, feel administrators, the only mayor or members
of the supervisory board, or the complaining shareholders, taken all appropriate summary investigation of the case and information
completed, may order an investigation at the company's expense,
also using experts appointed office; It may also impose on the
complainants members of a security for the costs and possible damages. 3
. If the alleged irregularities exist, the Law Commissioner, depending on the
emerging circumstances, may order the urgent measures that appear most suitable to
limit the effects of such irregularities, and enact any provision necessary to eliminate || | irregularity and, if necessary, to ensure the continuity of social management. To this end
, it will convene a meeting for the consequent resolutions, and
appoint a judicial administrator, subject to revocation of the directors in office.
4. The judicial administrator is in charge of the ordinary administration;
any acts beyond ordinary administration needed to prevent irreparable prejudice to
companies, must be authorized by the Law Commissioner; may propose the action of social
against directors and auditors, and, if the verses society
Insolvency, petition for the opening of bankruptcy proceedings even in the absence of
5. Before the expiry of his mandate on judicial administrator
convene and chair the meeting to appoint new directors and auditors or to suggest, if subsistent
a cause of dissolution, the liquidation of the company. The receiver appointed
deposited in court, together with the notice, the statement of operations.
CHAPTER IV OF AUDITORS
Art.67 (The audit)
1. The shareholders in the companies that are obliged organ trade union may appoint an external person
entered in the register of auditors established at the Secretariat of State for Industry
, who perform an audit on the company . In this case, the organ trade union
not responsible for accounting oversight.
2. In the companies for which it is required, pursuant to special law, the appointment of a
auditing firm, this must be entered in the register referred to in the previous paragraph.
Art.68 (accounting control functions)
1. The auditor or audit firm appointed to audit the accounts:
1) occurs, during the year and at least every quarter, the regular keeping
of corporate accounts and the correct reporting in the accounting records of the facts | || management;
2) check whether the financial statements are consistent with the accounting records and
tests performed and if it complies with the rules governing it;
3) in its report expresses an opinion on the financial statements;
4) exchanges with the statutory auditors or the unique relevant information
mayor for performing their respective tasks.
2. The auditor or audit firm appointed to audit the accounts, request
to documents or information useful administrators to control and can carry out inspections;
Documents the activities carried out in the appropriate book provided for in Article 72, paragraph 4, item 7),
held at the headquarters of the company or in another place if determined by the Statute. 3
. When the audit is carried out by one mayor or the board of auditors,
the turning control activity is documented in the book provided for in Article 72, paragraph 4, item 6
), and the opinion on the financial statements it is expressed in the report referred to in Article
83, paragraph 2.
art.69 (Appointment and dismissal)
1. The mandate of the audit is conferred by the assembly.
2. The assignment has a duration of three years, expiring on the date
Meeting called to approve the financial statements for the third engagement exercise. 3
. The appointment may be renewed up to a maximum of two times and can be
reassigned to the same auditor or auditing firm only after
for at least three years the commission has been given to another auditor or company revision.
4. The mandate can be terminated only for good cause, with the opinion of the mayor only
or supervisory board.
5. The revocation decision shall be approved by decree of the Commissioner of
Law, hearing the person concerned.
Art.70 (Causes of ineligibility and disqualification)
1. They can not be responsible for performing audits, and, if appointed, shall lapse:
1) the mayors of the company or companies in which it has or those which participate in the
company itself, or
2) those who found in the conditions of ineligibility under Article 60.
2. In the case of the independent auditors, the provisions of this Article shall apply with
reference to directors and persons responsible for auditing.
1. The persons in charge of accounting control agents are subject to the provisions of Article 64
and are accountable to the company, its shareholders and third parties for
damages arising from their duties.
2. In the case of audit firms, individuals who have checking accounts
are jointly liable with that club.
TITLE III DOCUMENTATION CORPORATE AND FINANCIAL
Art.72 (social and accounts books required)
1. Companies must keep, including by computer, the paper book, the book
inventory and the book of depreciable assets.
2. They must also maintain an orderly, for each case, the originals of
correspondence and invoices received and copies of correspondence and invoices sent
. The books and documents specified in the preceding paragraphs shall be kept in
office of the company for five years and must be kept in accordance with Address Book LXXI
of Book II of the Statutes.
4. The companies must also hold:
1) the shareholders' register, in which shall be indicated the number of units or shares,
the name and surname of the Unitholders and registered shares, transfers and constraints | || with respect thereto;
2) the book of the bonds, which must indicate the number and the amount of
bonds issued and those canceled, the data referred to in Article 32 for each
bond issue, the name and surname of the debenture holders
and transfers and constraints relating thereto:
3) the book of meetings and resolutions of the assembly;
4) the book of meetings and resolutions of the Board;
5) the book of meetings and resolutions of the Executive Committee;
6) the book of meetings and, respectively, of the deliberations or decisions of
Board of Auditors and the single auditor;
7) the book of the audit of the auditors, only if the audit does not compete
organ trade union.
5. The books mentioned in the preceding paragraph shall be kept at the headquarters of
companies for the duration of the same in accordance to your address book LXXI of Book II of the Statutes
6. Before they are used all the books must be signed and stamped by the Registry with
indication at the beginning or end of the volume, the number of sheets of which are
Art.73 (The budget)
1. The budget is the document through which the directors, for each exercise social
which coincides with the calendar year, represent the financial position and financial
the society and the economic result.
Art.74 (the financial statements)
1. The budget must be drawn up clearly by administrators and must
represent a true and fair view of the financial position of the
society and the economic result.
2. The fiscal year coincides with the calendar year. 3
. The budget consists of the following documents:
1) the balance sheet setting out the assets, liabilities and shareholders' equity of
2) the income statement to indicate the costs and revenues pertaining to the year putting
out the end result of the profit or loss for the year;
3) the notes to provide all the information necessary to a better understanding of
entries from previous documents and contains news on
4. The documents referred to in the previous paragraph constitute a composite whole.
5. If the information required by specific legal provisions are not sufficient to
give a true and fair view, you must provide the information necessary in order
6. If in exceptional cases the application of a provision of the following items is
incompatible with the true and fair view, the provision must not be applied
. The notes must justify the derogation and must indicate the influence on the situation
equity, financial position and results.
7. The budget must be drawn up in euro, without decimals, except
of the notes that can be expressed in thousands of euro.
Art.75 (the balance Principles)
1. In preparing the financial statements, the following principles must be observed:
1) requires the items must be made according to the prudence and the
going concern basis, and taking into account the economic function of the element
'asset or liability considered;
2) you may indicate only profits made at the balance sheet date;
3) the evaluation criteria can not be changed from one financial year;
4) account must be taken of income and expenses for the year,
regardless of the date of collection or payment;
5) account must be taken of the risks and losses for the year, although
known after the close of this;
6) elements of individual items must be valued separately.
2. Administrators can override the principles set forth in the preceding paragraph
in exceptional cases. 3
. The notes must justify the derogation and indicate their influence on
representation of the financial position and profit or loss.
Art.76 (Structure of the balance sheet and income statement)
1. Subject to the provisions of special laws for companies carrying on certain activities,
the balance sheet and income statement shall be shown separately and
order indicated, all items mentioned in Articles 77 and 79.
2. Those items preceded by Arabic numerals may be further subdivided without
elimination of comprehensive voice and the corresponding amount, if this is useful or necessary
, also in relation to the nature of the activity exercised, to facilitate clarity of
. They must be added other items if their content is not covered by any of those provided for in Articles 77 and 79.
4. For each item in the balance sheet and income statement should be disclosed
the amount of the corresponding item the previous year. If the rumors are not comparable
, those relating to the previous year must be adjusted; non
comparability and adjustments, or failure of this should be reported and commented
in the notes.
5. payments of matches are prohibited.
Art.77 (Balance sheet content)
1. The balance sheet must be prepared in accordance with the following schedule:
ASSETS A) Receivables from shareholders for capital contributions.
I - Intangible assets:
1) Start-up and capital costs;
2) costs of research, development and advertising;
3) Industrial patent rights and intellectual property rights of intellectual property;
4) concessions, licenses, trademarks and similar rights;
5) Goodwill, if acquired for consideration;
6) Construction in progress and advances;
II - Tangible assets:
1) land and buildings;
2) plant and equipment;
3) Industrial and commercial equipment;
4) other assets;
5) Construction in progress and advances.
III - Financial fixed assets, with separate indication for each item of receivables,
the amounts due within one year:
1) Investments in:
B) associated companies;
C) holding companies;
D) other companies;
a) from subsidiaries;
B) from associated companies;
D) from others;
3) other securities;
4) treasury shares, with disclosure of the total nominal value.
Assets Total (B);
C) Current assets:
I - Inventories:
1) raw materials, consumables and supplies;
2) in progress and semifinished goods;
3) work in progress;
4) Finished products and goods;
II-credits, with a separate indication for each item, of the amounts due after one year
1) from clients;
2) from subsidiaries;
3) from associated companies;
5) tax credits;
6) from others;
III - Financial assets not held as fixed assets:
1) investments in subsidiaries;
2) investments in associates;
3) Investments in parent companies;
4) other investments;
5) other securities;
6) treasury shares;
IV - Cash:
1) bank and postal deposits;
2) cash and cash equivalents;
Total current assets D) Accrued income and prepaid expenses. Total assets LIABILITIES
A) Shareholders' equity:
I - Share capital.
II - Reserves Share premium.
III - Revaluation reserves.
IV - Statutory reserves.
V - Reserve for own shares in portfolio.
VI - Other reserves, indicated separately.
VII - Gains (losses) brought forward.
VIII - Profit (loss) for the year.
B) Provisions for risks and charges:
1) for taxes;
C) Severance indemnities.
D) Payables, with separate indication for each item, of the amounts due after one year
2) convertible bonds;
3) Amounts due to shareholders for loans;
4) due to banks;
5) due to other lenders;
7) accounts payable;
8) Liabilities represented by credit instruments;
9) Accounts payable to subsidiaries;
10) Payables to associated companies;
11) Amounts due to parent;
12) tax liabilities;
13) Payables to health and social security institutions;
14) other payables;
E) Accrued expenses and deferred income. Total Liabilities
2. At the bottom of the balance sheet must be guarantees provided directly or indirectly
, distinguishing between sureties, guarantees, other guarantees and warranties
real, and providing separately for each type, the guarantees given on behalf of
subsidiaries and associates, as well as parent and companies subject to the control
latter; They must also be other memorandum accounts.
Art.78 (provisions relating to certain balance sheet items)
1. Assets destined for long-term use should be
included in fixed assets.
2. Investments in other subsidiaries or affiliates in the amount no less than Article 1
points 7) and 8), are presumed to be immobilized. 3
. Provisions for risks and charges are intended to cover losses or debts of
determined nature, certain or likely, but for which at year end
are undetermined amount or date of occurrence.
4. Under accrued income must be enrolled credits corresponding to proceeds of
financial year payable in subsequent years; under accrued liabilities must be registered
debts corresponding to the year costs that will be incurred in future periods
. The item deferred costs must be recognized, understood by
suspended, which have been incurred within the reporting period but competing
to later years; as deferred income to be recognized as income, as
understood suspended, which were received during the reporting period but competing
to later years.
5. May refer to these items only portions of costs and income common to several years
the amount of which varies over time.
Art.79 (income statement Content)
1. The income statement must be prepared in accordance with the following schedule:
A) Value of production:
1) Sales and service revenues;
2) Change in inventories of work in progress, semi-finished and finished goods;
3) changes in the work in progress;
4) Increases in fixed assets;
5) Other revenues and income, with separate indication of contributions during the year;
B) Production costs:
6) Raw materials, supplies, consumables and goods;
7) for services;
8) for the enjoyment of third party assets;
a. wages and payrolls;
B. social charges;
C. severance indemnities;
D. other costs;
10) Depreciation and Amortization:
a) amortization of intangible assets;
B) Depreciation of tangible fixed assets;
C) other writedowns of fixed assets;
D) write-down of receivables included in current assets;
11) Change in inventories of raw materials, supplies, consumables and goods;
12) Provisions for risks;
13) Other reserves;
14 other operating expenses;
Difference between value and cost of production (A -B)
C) Financial income and expenses:
15) Income from equity investments, with a separate indication of those relating to subsidiaries and associates
16) other financial income:
a) from receivables included in fixed assets, with a separate indication of those from
subsidiaries and associated companies and those from parent;
B) from securities held as fixed assets other than equity investments;
C) from securities other than equity investments;
D) other income, with a separate indication of those from
subsidiaries and associated companies and those from parent;
17) Interest and other financial charges, with a separate indication of those due
subsidiaries and associated companies and to parent;
Total (15 + 16-17)
D) Adjustments to financial assets:
B) financial fixed assets other than equity investments;
C) of securities other than equity investments;
B) financial fixed assets other than equity investments;
C) of securities other than equity investments;
Total adjustments (18-19)
E) Extraordinary income and expenses
20) extraordinary items;
21) extraordinary expenses;
Total extraordinary items (20-21).
Before tax (A - B + - C + - + D - E);
22) Income taxes;
23) Profit (loss) for the year.
Art.80 (Recording of revenues, income, costs and charges).
1. Revenues and income, costs and expenses must be recorded net of returns,
Discounts, rebates and bonuses, as well as taxes directly related to the sale of
products and services.
PURSUANT TO ART.81 (balance evaluation criteria)
1. In the ratings must be observed the following criteria:
1) the assets are stated at acquisition or production cost. The cost of purchasing
account shall also be ancillary costs. The cost of production includes all costs directly attributable to the product
2) the cost of fixed assets, tangible and intangible, whose use is limited in time
must be amortized each year over
their residual use. Possible changes in
amortization and depreciation rates applied criteria should be explained in the notes;
3) the restraint which, at the balance sheet date is permanently
value of less than that determined by the numbers 1) and 2) must be entered in this lower
value; this can not be maintained in subsequent years if they came
the reasons for the adjustment. For Consistent assets in
investments in subsidiaries or associates that are carried at a value higher
that resulting from the evaluation criteria set forth in
number 4), the difference will have to be substantiated in notes;
4) consisting of investments in subsidiaries or associates
can be evaluated, with reference to one or more of those companies, instead of
according to the criteria indicated at No. 1), for an amount equal to
corresponding portion of shareholders' equity resulting from the financial statements of the companies, net of dividends
. When the investment is recorded for the first time according to the
equity method, the higher cost of acquisition value corresponding to the shareholders' equity resulting from the last
of the subsidiary or affiliated budget can be
entered as an asset, provided that the reasons are indicated in the notes. The difference
, where relating to depreciable assets, or goodwill, to be amortized
. In subsequent years, the capital gains arising from the application of the equity method
, compared to the value in the financial statements of the previous year
, are recorded in a non-distributable reserve;
5) receivables are stated at their estimated realizable value;
6) inventories, securities and financial assets not held as fixed assets are
recorded at purchase or production cost, calculated according to the number 1), ie the value based on
market, whichever is less;
this lower value can not be maintained in subsequent years if the reasons no longer exist. The distribution
costs can not be calculated into the cost of production;
7) the cost of inventory can be calculated using the weighted average method or
ones: "first in, first out" or "last in, first out '; if the value thus obtained
differs appreciably from current costs at year end,
the difference shall be stated by category of goods, in the notes;
8) the work in progress can be reported on the basis of the contractual payments accrued with reasonable certainty
2. You may make adjustments and provisions solely for tax purposes
Art.82 (Contents of the notes)
1. The notes should indicate which extend beyond the other provisions:
1) the company's situation and the performance of the company as a whole;
2) any important events that occurred after the reporting period;
3) the outlook for operations;
4) the criteria applied in the valuation of balance sheet items and value adjustments;
5) movements in fixed assets, and for each item: the cost, previous
revaluations, depreciation and amortization, acquisitions, movements
from item to item, disposals during the year , revaluations, the
amortization and write-downs during the year;
6) the composition of the entries: "Formation and expansion costs" and "costs of research, development and advertising of
", as well as the reasons for the registration and the respective
7), the changes in the balances of other assets and liabilities;
in particular, for the entries in shareholders' equity, for the funds and for the treatment of end
report, training and utilization;
8) the list of investments held directly or through trust companies or
nominees, in subsidiaries and associated companies, indicating for each the
name, head office, the capital, the amount of net assets, the gain or loss
last financial year, the amount held and the value of each company or
9) separately for each item, the amount of receivables and payables due
exceeding five years and payables secured by collateral on corporate assets, with specific
indication of the nature of the guarantees;
10) any significant effects of changes in currency exchange rates occurred
after year end;
11) the composition of the items "Prepayments and accrued income" and "Accruals and deferred income" and voice
"other provisions" in the balance sheet, when their amount is appreciable;
12) the amount of financial charges in the year to
values entered in the balance sheet, separately for each item;
13) commitments arising from off balance sheet and information on the composition and
nature of these commitments and memorandum accounts;
14) the amount of investment income other than dividends;
15) is breakdown of interest and other financial expenses related to bonds,
in liabilities to banks and others;
16) the composition of "extraordinary income items" and "extraordinary expenses" of the income statement
17) The average number of employees;
18) the amount of remuneration paid to directors and auditors;
19) securities, financial instruments or other securities issued by the company
specifying their number and the rights they confer;
20) loans made by shareholders to the company, broken down by maturity;
21) the reasons for the value adjustments and provisions carried out in
tax purposes and the amounts.
Art.83 (Report of the Statutory Auditors and the Budget deposit)
1. The budget must be submitted by the directors to the only mayor or the college
trade union, with the notes, at least thirty days before the date set for the meeting required
2. The only mayor or the board of auditors must report to the assembly on the Company's financial results and business activities
in the performance of their duties, and make
observations and proposals in order to budget and its approval , with particular reference to the exercise of
derogation in Article 75, paragraph 2. a similar report is
prepared by the auditor or by the independent auditors, if appointed. 3
. The financial statements, with explanatory notes, must be filed with the Registrar,
during the twenty free days preceding the meeting called to approve.
The members are entitled to have copies of all the documentation by the directors.
Art.84 (Publication of the budget)
1. Within thirty days of the approval, which must take place within five months of
financial year end, an authentic copy of the minutes approving the budget,
which must be accompanied by all documents referred to in Article 83 , it must be filed with the Clerk
by the directors.
Art.85 (Budget abridged)
1. Companies can draw up abridged balance sheet when, in the first exercise
or, later, for two consecutive financial years have not exceeded two of the following limits
1) Total assets of the balance sheet: €
3,650,000.00 (tremilioniseicentocinquantamila euro);
2) Revenues from sales and services: € 7,300,000.00 (settemilionitrecentomila euro);
3) persons employed on average during the financial year: 50 (fifty) units.
2. In the abridged balance sheet The balance sheet includes only items marked
Article 77 uppercase letters and Roman numerals; under item C II and D
asset liability items must be indicated separately receivables and payables due after one year
. The income statement for the abridged financial report only includes the items marked
in Article 79 with capital letters and Arabic numerals.
4. The notes omitted the particulars required by the numbers 6), 8), 9), 15),
16) 17) 18) and 20) Article 82.
5. Companies which under this Article prepare their financial statements in abbreviated form
must draw it up in ordinary form when for the second consecutive year
have passed two of the limits indicated in the first paragraph.
TITLE IV EXTRAORDINARY OPERATIONS
1. The resolution transformation of a company must be a public deed and
show the information required by law for the memorandum and articles of association of the kind of society
adopted, and must be registered in the Register with the forms prescribed for the act of incorporation
2. The company retains the rights and obligations obtaining prior to the transformation. 3
. The transformation of a partnership into a limited company, and the
transformation of a capital company by another with less capital,
can not take place without the consent of creditors or without appropriate expertise to be obtained by
of directors and to the effect the lack of an obstacle to reasons
Art.87 (Liability of the members)
1. The transformation of a company with limited liability shareholders
not free them from responsibility for social obligations prior to the registration of
resolution transformation in the Register, unless it appears that the company's creditors have given their consent
2. Consent is presumed if the creditors, to whom the resolution transformation is
been notified by registered mail, have expressly denied their participation in the
period of thirty days from the communication.
Art.88 (Allocation of shares and units)
1. Transforming each shareholder is entitled to the allocation of a number of shares or units
proportional to the value of its shareholding in accordance with the last budget approved
CHAPTER II THE MERGER
Art.89 (Casting mold)
1. The merger by acquisition is the operation whereby one or more
companies, through extinction without liquidation and transfer to another all their assets and liabilities as well as active
all active and passive obligations by granting shareholders
of the merged company for shares of the acquiring company and possibly a
cash consideration not exceeding ten percent of the nominal value of the shares or
assigned units or, in the absence of nominal value, their accounting par value.
2. Merger by the formation of a new company is the operation whereby more
companies, through their extinction without liquidation and transfer to a newly formed company
all their assets and liabilities in exchange for the issue to
members of units or shares of the new company and, where applicable, a cash payment not exceeding
ten percent of the nominal value of the shares allocated or, in the absence of nominal value
, their accounting par value. 3
. Participation in the merger is not allowed to companies undergoing insolvency procedures
nor to those in liquidation.
Art.90 (Merger project)
1. The directors of the merging companies shall draw up a draft
merger, from which must in every case appear:
1) the type, name or business name, the seat of the merging companies;
2) the incorporation of the new company resulting from the merger or the acquiring company,
with the modifications resulting from the merger;
3) the share exchange ratio or quotas, as well as any cash payment;
4) the manner of allotment of shares or shares of the company resulting from the merger or the acquiring
5) the date from which such shares participate in the profits;
6) the date from which the transactions of the merging companies are
charged to the budget of the company resulting from the merger or the acquiring;
7) the treatment possibly reserved for particular categories of investments.
2. The cash adjustment indicated in number 3) of the preceding paragraph can not be
more than 10% of the nominal value of the shares or quotas allocated. 3
. The merger plan has been filed for registration in the Register.
4. Among the project's registration and the date set for the decision regarding the merger
they must be at least thirty days, unless the members give up at the end with unanimous consent
Art.91 (Balance Sheet)
1. The claims on the merging companies shall draw up the balance sheet of the companies themselves
, referring to a date no earlier than one hundred and twenty days
to the day when the merger plan was filed in the company's headquarters.
2. The balance sheet has been prepared in compliance with the standards on the financial statements
. The balance sheet can be replaced by the accounts for the last financial year, if
is secured no later than six months before the day of the deposit indicated in the first paragraph
Art.92 (Directors' report)
1. The claims on the merging companies shall draw up a report which
illustrious and justify, from a legal and economic point of view, the draft merger
and in particular the share exchange ratio of the shares.
2. The report shall state the criteria for determining the exchange ratio. 3
. In the report any difficulties in evaluation should be reported.
Art.93 (Experts report)
1. One or more experts for each company must draw up a report on the fairness
of the share exchange ratio of the shares, indicating:
1) the method or methods used to determine the share exchange ratio proposed and || | values resulting from the application of each of them;
2) any valuation difficulties.
2. The report should also contain an opinion on the adequacy of the method or
methods used to determine the exchange ratio and the relative importance attributed to each of them
in the value decided on.
The expert or experts they are appointed by the Law Commissioner. Each expert shall be entitled to obtain from
merging companies all relevant information and documents and to carry out all necessary investigations
. The expert responsible for damages caused to the merging companies, their shareholders and third parties
Art.94 (Deposit of acts)
1. Must be deposited in the copy in the office of the merging companies,
during the thirty days preceding the meeting and until the merger is approved:
1) the proposed merger with the reports of the directors indicated in Article 92 and
experts' reports mentioned in Article 93;
2) the financial statements of the last three financial years of the merging companies, with reports
of directors and the supervisory board or the single mayor if appointed
and the auditor's reports and the independent auditors, if appointed ;
3) the balance sheets of the merging companies established pursuant to Article 91.
2. Members have the right to inspect these documents and request copies.
Art.95 (melting Deliberation)
1. A merger must be approved by each of the participating companies
by the relevant project approval.
2. the merger resolution must be filed within thirty days
for entry in the Register, along with the documents mentioned in Article 93.
Art.96 (Opposition creditors)
1. The merger could only be implemented after sixty days from the entry of
deliberations of the companies involved, unless the consent of their respective consti
creditors front with the formalities required by Article 90, paragraphs 3 and 4, or payment
creditors who have not given consent or the deposit of the corresponding amounts at
a San Marino bank.
2. During this time limit creditors indicated in the first paragraph may oppose
. The Law Commissioner, despite the opposition, may provide that the merger
take place prior performance by the Company of suitable guarantee.
1. The bondholders may lodge an objection in accordance with Article 96.
2. To convertible bond holders should be given the opportunity, by registered letter
, at least ninety days prior to the publication of the merger plan, the
exercise the conversion right within thirty days of notification. 3
. Holders of convertible bonds who have not exercised the right to convert
must be equivalent rights guaranteed to those held before
Art.98 (melting Act)
1. A merger must be a public deed.
2. The merger is to be deposited in any case for inclusion in the Register, in
by a notary public or the directors of the company resulting from the merger or the acquiring
, within thirty days, in the court registry. The deposit on the company resulting from the merger or
that incorporating may not precede those relating to other companies involved in the merger
Article 99 (Effects of the merger)
1. The company resulting from the merger or the acquiring, assume the rights and obligations of the extinct
2. The merger takes effect when it was last run of the information prescribed in Article 98.
3. In the merger by acquisition it may, however, be established later date
4. For the effects to which it relates to Article 90 paragraph 1 point 5) and 6), even earlier dates can be established
Art.100 (Prohibition of assignment of shares)
1. The company resulting from the merger may not assign shares to replace
those of the merging companies owned, including by means of fiduciary
companies or third parties, by those companies.
2. The acquiring company may not assign shares to replace those
of the merged companies owned, also through trust companies or nominees
, built by them or received by the acquiring company.
Art.101 (Incorporation of a wholly owned)
1. The merger of one company by another which holds all the shares or units of the first
not apply the provisions of Article 90, paragraph 1, point 3),
4), 5), and articles 92 and 93.
47 CHAPTER III
Art.102 (Division Forms)
1. By splitting a company assigns all of its assets to more companies,
existing or newly established, or part of its assets, in which case even one
companies, and the related participation to its members.
2. We allow cash settlement, provided that no more than ten percent of
nominal value of the shares. It 'also possible that, for unanimous consent
, some members are not distributed holdings of one of the companies benefiting
division but shares of the demerged company. 3
. Participation in the cleavage is not permitted to companies undergoing insolvency procedures
nor to those in liquidation.
Art.103 (Division project)
1. The directors of the companies involved in a division shall draw up a project from
which must disclose the information specified in Article 90, paragraph 1, and also the exact description
of the assets to be assigned to each of the recipient companies and || | eventual cash settlement.
2. If the destination of an asset can not be inferred from the project, it
assuming full allocation of the assets of the demerged company, is shared between the
recipient companies in proportion to the portion of equity assigned
each of them, as well as evaluated for the determination of the exchange ratio;
if the assignment of the company's assets is only partial, that item remains with the
transferring company. 3
. Of the liability items, the destination of which is not deducible from the project,
liable jointly and severally, in the first case, recipient companies in accordance with the split company and
benefiting companies. Joint and several liability is limited to the actual value of the equity
attributed to each company.
4. The draft terms of division must be the criteria for distribution of
investments of beneficiary companies. If the project foresees an allocation of shares to members
not proportional to their original investment, the project
same must provide for the right of members who do not approve the spin-off to buy
its investments at a set price according to the criteria laid down for the
withdrawal, indicating those to which the load is placed over the purchase obligation.
5. The demerger plan must be filed in accordance with Article 90, paragraphs 3 and 4.
Art.104 (Rules applicable)
1. The directors of the companies involved in a division shall draw up the balance sheet
and explanatory report in accordance with Articles 91 and 92.
2. The directors' report must also set out the criteria for the distribution of
shareholdings and must indicate the actual value of the net assets assigned to companies benefiting
and what possibly remains in the spun-off company. 3
. It applies to split Article 93; the report contains is not required when
splitting occurs through the formation of one or more new companies and are not expected
criteria for allocation of shares or other shares will be fully proportional.
4. With the unanimous consent of the shareholders of the companies involved in the division but the
administrators they may be exempted from preparing the documents provided for in the preceding paragraphs
5. They are also applicable to split the articles 94, 95, 96, 97, 98, 99, 100. All references to the merger
contained in these articles shall also refer to the split.
ART.105 (the spin-off effects)
1. The division takes effect from the last registration of the demerger deed in the Register;
A later date, except in the case of scissions by
establishment of new companies can, however, be established. For the effects to which it refers to Rule 90, paragraph 1, point 5)
and 6), even earlier dates can be established.
2. Any recipient company may make the disclosure requirements related
to the spun-off company. 3
. Each company is jointly responsible, within the limits of the actual value of the net assets assigned
or left, of the spun-off company debts not satisfied
by the company which are charged.
THE TITLE V WINDING UP AND LIQUIDATION OF THE COMPANY
Art.106 (Causes of dissolution)
1. The company melts and must settle:
1) upon expiration of the term;
2) to achieve the corporate purpose or the impossibility of attaining it
3) for the operation of impossibility;
4) for the reduction of share capital below the legal minimum, except now
not promptly resolve their processing or the reinstatement of
share capital within legal limits;
5) by a resolution approved;
6) for revocation of the operating license.
2. The company also is dissolved for other reasons provided by law and the statutes.
Art.107 (New Business)
1. When there is an event giving rise to dissolve the company,
administrators can not perform new operations. Otherwise, the
administrators who acted jointly liable for the damages and unlimited
suffered by the company, by the shareholders, the creditors and third parties.
1. Upon the occurrence of a cause of the administrators winding up
must convene a meeting for the appointment of liquidators.
2. If the statute does not provide a way to liquidate the company's assets, if not
members agree in determining it, or if the directors do not provide the convening
Assembly within thirty days of the occurrence of the cause determining the dissolution ,
the liquidation, the liquidators shall be appointed by the Commissioner of office
Law or at the request of anyone interested. 3
. For serious reasons, the Law Commissioner, ex officio or upon application by any person has
interest, it may terminate the appointment even if the liquidators appointed by the company,
and proceed to the appointment of substitutes.
Art.109 (Powers of liquidators)
1. The liquidators may perform acts of alienation and conversion of the equity share
, can accept payments and collect debts, sue and be sued by the company,
settle and compromise, unless the duty to acquire the permission of the Commissioner || | Law in the case of transactions relating to immovable property.
2. The liquidators can not perform transactions, or to start proceedings in the
company name outside of what is strictly necessary to complete the liquidation.
For the management of any business activity, useful for the purpose of liquidation, it is necessary, in
any case, the prior approval of the Law Commissioner. 3
. The liquidators must fulfill their duties with professionalism and diligence
required by the nature of and responsibility for damages resulting from failure
of such duties is governed by Article 56.
Art.110 (state of liquidation Revocation)
1. The company may revoke the settlement before it began distributing
asset, by resolution.
1. Within six months of the appointment, the liquidators must submit a report and a draft
definition of all debts in the order of precedence wanted by the laws
2. Liquidators should annually present the financial statements. Shall apply
extent compatible with the nature, purpose and status of the liquidation, the provisions of Article 73 and following
. However, the period between the entry of the resolution of the shareholders'
liquidation or the provision of the Law Commissioner that the
has, and the preparation of the final liquidation balance sheet as one period
; the liquidators have, therefore, a tax return in respect of that
period in accordance with tax regulations in force. 3
. At the end of the asset liquidation, the liquidators have the
final report with the distribution plan to the shareholders of any debris. The final report must be filed with the Clerk
, where it remains available to interested parties for
thirty days and this filing must be given notice by posting to valvas Palatii
and the Public Palace tables.
4. If within thirty days of the expiry of the term referred to in the preceding paragraph, are presented
opposition to the scale of the project through citation
liquidator, the Law Commissioner, in interlocutory proceedings, decide on a judgment.
The oppositions have to be united and determined in the sole judgment, in which all shareholders and creditors
interested may attend. The ruling is also about the state did not intervene
5. Where no opposition or if they are rejected, the bill is approved
by decree and the decision of the Commissioner of the Law makes it immediately enforceable
6. The liquidators shall convene the Assembly to approve the final budget
liquidation, drawn up on the basis of enforced project. After approval, perform
payments to creditors and pay the remaining members.
7. Performed all the obligations, the liquidators shall request the cancellation of
companies from the Register; Canceling the company is extinguished.
8. Notwithstanding the termination of the company, after deleting the
dissatisfied creditors may enforce their claims against the shareholders, up to the amount of
sums from these charged based on the final liquidation balance sheet, and
against the liquidators, if the failure to pay was due to the fault of these.
Article 112 (Deposit of amounts not collected)
1. The sums paid to shareholders and creditors, not withdrawn by those entitled,
must be filed at a San Marino bank indicating the surname and
of the shareholder name, the creditor, or the number of shares if these are to
bearer. Amounts not withdrawn in the next three years are devoted to the state.
Art.113 (Storage of corporate books)
1. The company's books are to be deposited and kept for five years in the places and
with the guarantees established by law; anyone can examine them, anticipating expenses.
TITLE VI THE STATE OF CRISIS
Art.114 (temporary crisis state)
1. The company is in temporary difficulty in meeting its obligations,
whether there are proven ability to restructure the company, may request the Commissioner of
Act for a period not exceeding two years together:
1) control of the management of his business and the administration of his goods in order to protect the interests of creditors
2) the provision of Article 20, Law 17 November 1915. 2
. The Law Commissioner, should positively evaluate the application and grant the measures requested
, can fix all charges, terms and conditions as it deems appropriate
for the Protection of the rights of creditors and the assets
social-economic undertaking constituted as a whole. 3
. The controller of the moratorium is appointed by the Law Commissioner, and responds
of its work to the creditors; payment is due by the company and must be paid prededuction
4. The expenditure incurred by the directors of the company, during the period of moratorium
, can not be regarded as a court or insolvency costs pursuant to Article 17 and effects
n. 1 of Ipotecaria Law.
5. In case of opening of insolvency proceedings the debts incurred by the company in
period of grace have the same treatment of claims arising prior to the moratorium
Art.115 (insolvency State)
1. The compulsory settlement will be ruled by the Law Commissioner, at the request of
an administrator, a mayor, or a social lender, or even ex officio, when the company
verses manifestly insolvent, and not
respects the conditions for the opening of bankruptcy proceedings.
2. If the compulsory settlement is declared at the request of a creditor, despite being temporarily insolvent
, the company may ask for a moratorium in the previous article
. The winding-up order coercive contain the appointment of a liquidator
court, shall be entered on the Register and is published in valvas Palatii and Tables
4. The date of publication all pending legal proceedings against the company
are suspended and no other can be started; Moreover, the debts are considered past due to such
date and do not accrue interest during the procedure.
5. The Law Commissioner with the decision ordering the compulsory liquidation
assigns a deadline for creditors to present at the Chancery of the questions
documented placement of their claims.
6. The liquidator, according to the books and accounting records and claims of creditors,
formula a state of allocation taking into account the preferential credits and deposits it in the
Chancellery, where he remained available to interested parties for sixty days from the date
news of the deposit to be affixed in the albo of the Public Palace and that of the Court.
7. Rising opposition to the draft breakdown, provided proposals by reference
liquidator within thirty days of the expiry of the term referred to in the preceding paragraph, the
Law Commissioner, with interlocutory proceedings shall decide on a single judgment | ultimately ||. If no objections arise the bill is approved by order, which is
8. Shall apply mutatis mutandis and for matters not expressly regulated, the
provisions on voluntary liquidation.
TITLE VII OTHER PROVISIONS
1. Companies incorporated under this Act are subject to the exclusive competence of the Authority and
mandatory judicial San Marino in disputes between members
and society, to those relating to the relationship arising from the social contract in which the company is
defendant and those against directors, the auditors, the auditors, the
independent auditors and executives of the company as well as between them and the company.
2. In the statute, because the internal relations, or in the individual contracts, as to
relations with third parties, the arbitration clauses of
can be freely provided 53
any disputes. The arbitration must still be established in the territory of the Republic
. It is not allowed the arbitration clause in the employment contracts.
Art.117 (Limitation periods)
1. All actions relating to social management as well as the actions of liability against
administrators, auditors, auditors, auditing firms, managers and liquidators will
prescribe within two years as from termination of the act giving rise to the dispute
2. If the action is based on an act that should have been entered in the Register or
filed with the Registrar and what did not take place, the period shall run from the date on which the plaintiff
I was aware. 3
. The prescription of the actions referred to in this article is interrupted by
it distrusts court to do in writing.
4. The limitation period is suspended until they are in office, their
directors, auditors, auditors, auditing firms, managers and liquidators towards
which the action is brought.
5. In the event that the company is subject to bankruptcy proceedings, the prescription of
actions referred to in the preceding paragraph shall commence with effect from the day of the competition opening.
1. Against all voluntary jurisdiction measures adopted by the Law Commissioner
pursuant to this Law may be submitted to the civil
2. The appeal suspends the effect of the contested measure unless otherwise
decision of the Judge of Appeal. 3
. The act contains the appeal must be filed by the defense in court, along
to the grounds and the documents proving the applicant's interest and the foundation of
grievance within thirty days from notification.
4. The appeal referred to in this Article shall be subject to the fee for the voluntary appeals
5. No pets or more different means of appeal for
measures referred to in this article.
6. Any other dispute involving contentious nature is governed by the ordinary rules
on civil litigation.
54 TITLE VIII TRANSITIONAL AND FINAL RULES
Art.119 (repealed Regulations)
1. Are repealed:
- Law 68 of June 13, 1990 and its subsequent amendments and additions, such
exception to Article 4 (non-commercial associations and foundations: the notion and basic norms
- Articles 7, 8, 8a, 9, 9a, 10, 10a, 10b, 11, 11a, 12, 12a, 13, 14, 16, 19, 20, 21
of Law 53 of 28 April 1999 with subsequent amendments and additions;
- The Decree of 1 February 2002 in 9 of incompatible parts;
- Article 1, paragraph 2, no. 3 and Article 3, last paragraph of the Decree of January 31, 1924 # 3;
- Articles 62 and 63 of Law 165 of December 18, 2003.
2. Any provision of law not expressly mentioned in the law and in contrast
with a provision of the latter is to be considered repealed.
Art.120 (Transitional provisions)
1. The companies entered in the Register of the publication date of the law must
standardize the statute to the new provisions contained in this by 31 December 2008.
2. After that date, the companies that have failed to adapt its laws to the Law
melt and must be submitted, also ex officio, winding-up proceedings.
In the event of inaction, the Law Commissioner, for this purpose, assign a time limit not exceeding
sixty days to file the documentation certifying the amendment of the Articles of Association
law, or to proceed to the convening of special meeting for the purpose of adopting the necessary resolutions
. In for companies which, under the law, the appointment of the mayor is no longer mandatory
, auditors expire as of December 31, 2005, subject to the right
for the meeting to extend the tasks in compliance with the minimum legal requirements.
4. This Act applies to the acts and facts subsequent to its entry into force.
1. No later than twenty-four months from the date of publication of the law, the provisions of
same may be modified by Regency Decree.
2. Subject to the special provisions of Law 168 of 22 November 2005,
regarding personal qualifications and objects required for those who intend to set up a
a company involved in the exercise of the trade, with Regency Decree by
be issued within one hundred eighty days from the approval of the law, it will be harmonized with the procedures laid
in the law 168 of 22 November 2005, for the establishment of the company to new
provisions of this Act.
Art.122 (Entry into force)
1. This Law shall enter into force on the one hundred and eightieth day following that of its legal publication
Our Residence, this day of March 2 2006/1705 dFR
THE CAPTAINS REGENT
Claudio Muccioli - Antonello Bacciocchi
THE SECRETARY OF STATE FOR INTERNAL AFFAIRS Rosa crocuses
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