LAW 28 April 1999 53




Provisions for the exercise in individual form of business activity in industrial or handicraft
in favor of natural persons residing on the territory, procedures for the establishment
and the subsequent issuance of licenses for the year n associated form of business activity in
industrial promoters in favor of natural persons San Marino citizens or residents on the territory of the republic


We the Captains Regent of the Most Serene Republic of San Marino
Promulgate and publish the following law passed by the Council Great and General
its meeting on 28 April 1999.


TITLE I (General Provisions)

Art.1 (Definition and scope)
1.1 This Act regulates the release of industrial and handicraft licenses for the exercise
both individually and in combination, and business activities.
1.2 This law intends to give full and effective implementation of the principle
contained in Article 10 of Law No 8 July 1974. 59, on the protection and economic
private initiative warranty.


TITLE II (Of the issuance of licenses for the exercise in individual form of business activities which are industrial or handicraft
in favor of natural persons residing on the territory)

Art.2 (Target and procedures for making applications for licenses)
2.1 Anyone wishing to pursue on the territory of the Republic of San Marino activity of individual enterprise
in industry or craft sector, must advance a specific request
at the competent Office of Industry and Crafts.
2.2 The application must be compulsorily corrdata the following documents:
a) certificate of residence issued by the Office of Civil Status - Demographic Services and Electoral;
B) criminal record;
C) certificate of bankruptcy never happened;
D) certificate of civil capacity;
E) the applicant's declaration of not having ottenuo in the two years prior to the request,
other industrial individual license and / or craft with the arrangements and procedures provided for in this
law;
F) a brief report on the subject of the required license;
G) the object of the license and the scope of operation of the same, based on what is stated in Article 3.
next
2.3 The list of documents referred to in the preceding paragraph may be modified with | || dedicated Regency decree.

Art.3 (Type of business)
3.1 within forty days from the entry into force of this Act, the State Congress will
adoption of appropriate regulations, which must be adopted by decree
reggenziale, which will identify the types of objects of the business.
3.2 At the time of submitting the application for a license with the competent
Office of Industry and Crafts, the applicant must make a choice of objects
Business exhaustively listed company reggenziale in the decree referred to in the preceding paragraph.
3.3 assembly or even request is not permitted succe siva the license issuance, the
union of several items of business activities as listed in reggenziale decree referred to in the first paragraph of this
Article.
3.4 Any requests for industrial or craft licensing with
types of objects other than those listed in reggenziale decree referred to in the first paragraph of this article
, they must be authorized by provvedimnto reasons, within sixty days
to the date of submission of the application to the competent Office of Industry and Handicrafts
with the procedures laid down in Act 8 June 1965 n. 18 or with the procedures
under Law 25 January 1990 n. 10.
3.5 Any refusal of authorization referred to in the preceding paragraph shall be communicated
with reasoned decision to the applicant in the same period of sixty days
the date of submission of the application to the competent Industry office
Crafts.
3.6 The authorization referred to in the fourth paragraph of Article prsente
is not required when the holder of the license issued under this law intends to change the subject of the license
maintaining the choice between one of the other types provided for in the Regency decree provided that,
their application for variation of the object, is made act of explicit renunciation of the original object
license by the applicant.
3.7 Annually, the State Congress will appropriate
adoption of a regulation to be adopted by Regency Decree, which will eventually

Changed the types of objects of business activities.
3.8 With Regency Decree referred to in the previous paragraph, will be well identified and identified
policy areas, the types of the objects of the business to encourage or to discourage
, concerning the release of new industrial or handicraft licenses and
compatible with environmental requirements, and cost them EMPLOYMENT - the social
Republic.
3.9 The licenses granted before the possible change in the type of
objects and activities are planned during the reggenziale decree referred to in the preceding paragraph,
will also continue to be exercised and Children World be transferred in favor of other person physical
with the procedures, terms and procedures of cu the subsequent articles 5 and 6.



Art.4 (Competence of the Office of Industry and Handicraft
examination of the application and procedure for issuing the operating license)
4.1 The Industry Office Manager and Crafts, receipt of an application for the issuance of the license
accompanied by all the documents described in detail in the preceding article
2, will examine the application and within 30 days from the filing of the same, with the measure
motivated, the person will communicate the 'ccoglimento or rejection of the application for a license
.
4.2 The rejection of the application for the issuance of the requested license is permitted only for cases of formal deficiencies of demand
, for lack of documents and essential conditions to the release
as described in detail in article 2 and particularly when it results from
criminal record convictions for premeditated crimes cntro assets or other offenses for
which was issued penal judgment efi itiva involving a prison sentence of at least two
years or if it appears from the documents submitted, the lack or loss
civil capacity for the applicant or the passing declared bankrupt by a final judgment
judged and finally when it appears that the requesting authority is in possession of other industrial individual licenses , commercial
or craft or has obtained in the two years prior to the application the issuing of individual license
other industrial and / or handicraft, under this law.
4.3 The Industry and Crafts Office
Officer may grant a period not exceeding thirty days to regularize the application is not complete, the course unsuccessfully
which the application will be definitely rejected.
4.4 With the communication of acceptance of application for the license issuance,
the Industry and Crafts Office Manager shall also ensure that the person to request
filing of additional documents for the issuance of the license operating namely:
a) certificate of non-employment released by the Labor Office;
B) the contract of lease, property leasing and / or loan
registered at the Registry Office and the declaration has been lodged at the Tax Office, attesting to the availability of local
with intended use conforms to the type of the entire activity in the subject of the request indicated
license or the cadastral certificate proving
ownership or usufruct for the whole stake for the applicant of suitable premises;
C) certificate of habitability and / or compliance with building industry issued by Urban
appropriate to the type of the entire activity indicated in the subject of the required license;
D) statement that the locals refer to the certificate of conformity construction are not home to other
activities;
E) precise indication of the number issued by the Office Urbanism;
F) bills proving payment of the fee for the license is issued as required by law
July 1, 1992 n. 52;
G) plan and cadastral excerpt related to the premises;
H) Any assumed business name;
I) an indication of the square. profits relating to the local;
L) any authorization referred to in Chapter III of the Law of 19 July 1995 n. 87 and the checks referred to
Law 18 February 1998 n. 31 "Framework Law on safety and health in work places
" for production activities;
M) any certificates, certificates of study or participation in courses for conducting special activities for
which require special training or professional experience
, as well as specifically required n lle individual types of objects | || Business exhaustively listed enterprise in the Regency decree referred to in Article 3.

4.5 the non-submission of the documents referred to in the preceding paragraph by the

license applicant within twelve months of receipt of the application is accepted by
part of the Executive Office of Industry and Handicrafts involves the automatic loss of the pending application
that require the applicant to put forward any new question.
4.6 The list of the documents referred to in the fourth paragraph of this Article may be modified by special
Regency Decree.

Art.5 (Transfer of ownership of industrial or artisan license in favor of natural persons residing on the territory
)
5.1 The transfer of ownership of the license issued under this Act, || | it may be granted only to individuals who have the same subjective and objective requirements for the granting
scratch the specific individual license.
5.2 The authorization to transfer ownership of the license granted under this Act is granted
with reasoned decision of the Executive Bureau of Industry and Crafts
behind specific application by that must be accompanied by any documents
referred to in the fourth paragraph to Article 4, in addition to the documents referred to in a), b),
c), d) and e) of the penultimate paragraph of Article 2.
5.3 the authorization to transfer ownership of the license involves,
charged to the applicant, the filing, their application for a transfer, to a contract of
sale of the company duly registered with the competent office of the
register, the Tax Office's statement of the deposit of the same.
5.4 The transfer of ownership of the license issued under this Act shall
be granted within a period of thirty days from the date of application.
5.5 The possible refusal by the Director of the Office of Industry and Handicrafts
to the transfer of ownership of the license will be communicated to the same
period of thirty days from the date of the filing of the question, only in cases of formal vices instance transfer
or for lack of documents and essential conditions to
transfer or when it results from criminal convictions certificate for intentional crimes against property or crimes
other measures to which it is t ta issued a final sentence
criminal judgment involving a sentence of imprisonment of two years or if it appears from the documentation submitted
lack or loss of civil capacity for the applicant or | || the place declared bankruptcy with passat court decision and, finally, when it appears that the
applicant holds an individual license other industrial, commercial or craft or has
obtained in the two years prior to the application the granting of other licenses individual crafts and / or commercial
under this law.
5.6 The Industry and Crafts Office Manager is also responsible, with the same
procedures, terms and conditions, to grant approval to the transfer of ownership of the license
issued pursuant to the fourth paragraph upper item 3.

Art.6 (transfer of ownership of industrial license in favor of non-resident individuals on the territory of the Republic
)
6.1 any transfer of ownership of the license issued to
under this law in favor of natural persons not resident in the territory of the Republic must be authorized
with reasoned decision within a period of sixty days from the date of submission of its
instance, with the procedures referred to law 8 June 1965 n. 18.
6.2 refusing an authorization referred to in the preceding paragraph shall be communicated
with reasoned decision to the applicant in the same period of sixty days
the date of submission of the application to the competent Industry office.
6.3 Once obtained the authorization referred to in the first paragraph of this Article, the competent
to be given to the transfer of ownership of industrial license
in favor of non-resident individuals of the Republic is on territoio the Bureau of Industry
Manager who will proceed with the procedures and time limits laid down in Article 5. 6.4
it is not, moreover, permitted the transfer of authority titol of craft licenses in favor of individuals
they are resident on the territory of the Republic.

TITLE III (Of the procedures for the establishment and the subsequent issuance of licenses for the year associated
form of business activities to industrial character in favor of natural persons promoters

San Marino or resident in the territory of the republic)
​​
Art 7 (Procedures for the establishment of a limited liability company or a joint stock company by
San Marino promoters and / or residents on the territory of San Marino)
7.1 the clearance prior to the establishment of companies in the territory of the Republic of San Marino
provided for in Article 12 of Law 13 June 1990 n. 68 is not necessary for
San Marino citizens and residents in the Republic wishing to organize themselves into corporate form
for the exercise of an activity associated enterprise, exclusion ivamente in industry and with the know || | form of a limited liability company or a joint stock company within the following limits:
a) the promoter shareholder or more shareholders who sign the promoters
majority stake (51%) of the share capital will be San Marino citizens or residents
in the territory of the Republic;
B) (i) shareholder (s) promoter (i) citizen (s) San Marino (s) or resident (s) in the territory of the Republic
subscriber (s) of the majority stake, will not (be able ) participate in the
establishment of more than a limited liability company or a joint stock company in the time limit
of two years with effect from the day that has (have) already held this position and therefore can not
(can) play the role of promoter (s) subscriber (s) the share of
majority of capital companies incorporated in accordance with this law and without authorization
of the State Congress;
C) the promoter subscriber member of the citizen majority stake
San Marino or resident in the Republic will be the administrator and legal representative of the company
;
D) the company's corporate purpose must mandatorily be chosen among the types of activity
objects of industrial enterprise as listed in reggenziale decree
referred to in Article 3;
E) do not allow the combination of several types of objects of the business as well as
listed and identified in Regency Decree referred to in Article 3;
F) it is not permitted, even after the establishment of the company and the issue in favor of the same
of the operating license, the integration of the corporate purpose or the union of several types of objects of
'business activities as listed in the Regency decree
referred to in Article 3;
G. can not play the role of partners underwriters promoters of the majority of the capital Social
San Marino citizens or residents in the terri or I of the Republic, which are permanently occupied
with an employment relationship of indefinite duration in the Public Administration
, Autonomous bodies of the State, State Companies Autonomous or that
carry out employment activities in a stable and fixed-term employment relationship
undetermined at the Institute for Social Security or the University;


H) can not play the role of promoting members of the majority of
ttoscrittori s share capital legal persons even if samm Rinesi;
I) shareholders subscribers maggioranz promoters of the share capital must keep
majority of the shares and can not divest its shareholding
if not within the limits and conditions set forth in Articles 13 and 14;
L) minority interest, and an amount up to 49% (quarantanovepercento)
entire share capital, can freely be signed besides by natural persons living on the territory of the Republic
, even by individuals
non-residents on the territory of the Republic of San Marino or is an entity that both San Marino and also foreign
by individuals already holding individual licenses;
M) the minority stake, up to 49% (quarantanovepercento)
entire share capital, may freely be sold even after the establishment of the Company and
without the authorization process in favor of the parties referred to in the previous point).

Art.8 (Formation of incorporation)
8.1 Anyone wishing to pursue on the territory of the Republic of San Marino an entrepreneurial activity
in form associated in the industry and with the sole the form of Limited Liability Company
or joint-stock company with the limitations referred to in Article 7
must proceed to the constitution by notarial deed.
8.2. The articles of incorporation of a limited liability company or joint stock company
must contain, in addition to the requirements stated in article 11 of Law 13 June 1990 n. 68, the following elements
:
- the signature of the majority of the share capital by the promoter
San Marino citizen or resident;

- Taking mandatory and binding by the citizen or resident of San Marino
underwriter of the majority of the share capital, status as a director or
legal representative of the company;
- The company's corporate purpose only a choice between the types of business objects
Company as listed in reggenziale decree referred to in article 3;
- The statement by the promoting partner samm rinese subscriber or resident of the majority of the share capital
not to have participated as a partner promoter in the two years prior
to the establishment of the company to other Limited Liability Company or Society for
actions constituted with the procedures and limitations provided for in this law.
8.3 Upon incorporation must be attached, under pain of nullity, the following documents
:
- certificate of residence and nationality of the supporting shareholders;
- Police record of supporting shareholders;
- Certificate never happened failure of promoting members.

Art.9 (legal recognition)
9.1 The legal recognition required for the companies incorporated under this Act
will occur in the procedures, methods and terms of Law 13 June | || 1990 n. 68.

Art.10 (Granting of the license)
10.1 Once formed a limited liability company or joint stock company with
modalities and procedures referred to in this Title III, and obtained from the commissioner's Court Civil and Criminal
Republic of its legal recognition, competent to issue the operating license
is the Industry Office Manager.
10.2 In order to allow the release of patent Operating in favor of the Company, the Registrar of the Civil and Penal
Commissioner's Court will notify the decree
legal recognition to the competent office of Industry.

Art.11 (Terms and conditions for obtaining a license)
11.1 The Industry Office Manager within thirty days of receipt of the decree of legal recognition
of the company by the Court
commissioner shall notify the notary who received the memorandum and drafted the documents required for the
of issuing an operating license to the Company, namely:
a) lease, leasing real estate and / or loan
registered at the registry Office and the declaration has been lodged at the Tax Office, attesting to the availability of local
with intended use complies with the type of the entire activity indicated
consistent with the company, or the cadastral certificate attesting to the ownership or usufruct
for the entire stake held by the eligible local companies;
B) certificate of habitability and / or compliance with building industry issued by Urban
appropriate to the type of the entire activity indicated in the corporate purpose;
C) a statement that the locals refer to the certificate of conformity construction are not home to other
activities;
D) certificate of non-employment of both partners promoters certifying the absence of relationships work
indefinitely in Public Administration, Autonomous Bodies of
State Companies of the Autonomous State, the Institute for Social security or the University;
E) precise indication of the number issued by the Office Urbanism;
F) bills proving payment of the fee to the licensing authority as provided by law
July 1, 1992, n. 52;
G) plan and cadastral excerpt related to the premises;
H) indication of the square. profits relating to the local;
I) certificate of good standing;
L) any authorization referred to in Chapter III of the Law of 19 July 1995 n. 87 and checks
of Law 18 February 1998 n. 31 "Framework Law on safety and health in the workplace
" for production activities;
11.2 The non-submission of the documents referred to in the preceding paragraph within one year of
request by the Bureau of Industry Manager, involves the automatic loss of
licensed company by virtue of ' Article 18 last paragraph of Act 8 June 1965 n.
18 with the obligation to ask the company in liquidation.
11.3 The period referred to in the preceding paragraph may be extended for a period or healed
of time not exceeding one year by order of the State Congress at the request of the legal representative of the company
.
11.4 Upon expiry of the term unsuccessfully referred to in paragraphs 2 or 3 of this article without
that the company has taken steps to withdraw the license, if not undertaken by the company,
liquidation of the company will be prepared by Law Commissioner of the Court

Commissarial Civil and Criminal.

Art.12 (Nulla Osta and authorizations)
12.1 The establishment of a limited liability company or joint stock company with
different social object or not covered by the types of business activities as well as listed in the
Regency decree referred to in Article 3, it must be authorized by a reasoned decision
in the term of sixty days from the date t the submission of the application with the competent
Industry Office, with procedures pursuant to Article 12 of Law 13 June 1990 n
. 68.
12.2 refusing an authorization referred to in the preceding paragraph shall be communicated
justified measure to society in the same period of sixty days with effect
date the submission of the application.
12.3 The club which wished to modify or integrar social object with respect to one of the types of business activities
choice within the constitution and the planned reggenziale decree
referred to in Article 3, must obtain the prior authorization referred to in Article 12 of Law 13 June 1990 n
. 68.
12.4 The authorization referred to in the preceding paragraphs is not necessary when the company
mute its objects while maintaining the choice between one of the types of Business Objects enterprise
as listed in decree reggenzial d referred to in Article 3, provided it is done
act of explicit renunciation when the original corporate purpose.
12.5 Annually, the State Congress will appropriate
adoption of a regulation to be adopted by Regency Decree, which will eventually
changed the types of objects of business activities.
12.6 With Regency Decree referred to in the previous paragraph, will be well identified and identified
policy areas, the types of the objects of the business to encourage or to discourage
, for the establishment of new industrial companies of any type and
compatible with environmental requirements, and cost them EMPLOYMENT - the social
Republic.
12.7 The societies prior to any changes to the type of
objects and activities covered in reggenziale decree referred to in the previous paragraph, will also
withdraw the operating license and continue to exercise the planned activity in the subject chosen original social
on incorporation.

Art.13 (transfer of majority ownership and change of ownership of legal representation
)
1. The transfer of a majority signed for the incorporation of the company by the promoter
socio San Marino or resident on the territory of the Republic is free
against those who have the same requirements for the re-establishment of the same company
.
13.2 To this end, the sale of the majority share in the first paragraph of this article
, must be made by public deed or authenticated private.
The assignee will have to declare at their own risk, to want to buy the share of
majority and as an Administrator and Legal Representative of the company.
13.3 Copy of the transfer shares, must be lodged at the Commissioner's Court
Civil and Criminal and at the Industry Office within thirty days
dall'avvenuta registration of a by and under the responsibility of the Notary with the following documents
:
- certificate of residence and the nationality;
- Buyer's criminal record;
- Certificate of buyer bankruptcy never happened.

Art.14 (transfer of the majority interest and change of ownership of
legal representation in favor of non-resident individuals on the territory of the Republic)
​​ 14.1 Any transfer of a majority stake originally
signed or sold to natural persons San Marino citizens or residents in favor of natural persons not
San Marino and / or non-resident or legal persons, it must be authorized by
reasoned decision within sixty days with effect date of the submission of the application
with the procedures laid down in Article 12 of Law 13 June 1990 n. 68
not before expiry of one year from the date of withdrawal of the operating license.
14.2 refusing an authorization referred to in the preceding paragraph shall be communicated
with reasoned decision to the applicant in the same period of sixty days
the date of submission of the application.

14.3 E 'void the sale in favor of persons who are not San Marino and / or non-resident legal persons or
of the share representing the majority of the company's share capital
established with the terms and procedures laid in this law if it is not acquired,
prior to the sale, the authorization referred to in the first paragraph of this Article.
14.4 Copy of the sale in the first paragraph of this article
will be attached to the sale of units or shares in the nullity of the sentence.
14.5 Once obtained the authorization referred to in the first paragraph, any further
disposals in favor of other individuals or legal entities resident or not the territory, remains free
and not subject to any additional authorization act the competence of the State Congress.


TITLE IV (control, supervision and liquidation of the Company)

Art.15 (Control, Protection and Liquidation of the Company)
1. The State Congress has the power to activate the process of forced liquidation
at the Commissioner's Court Civil and Criminal of all companies regardless of
procedures for formation to the extent and in the manner established by the Law 13 June 1990 n.
68.
15.2 With the entry into force of this Act are entrusted to a special
Commission consisting of managers and officials of the Public Board of Directors appoints the
State Congress, the control and supervision of all society and in particular the following functions and tasks
:
- report to the Congress of State enterprises and / or companies that have arbitrarily exercised
activities, substantial for the purposes of corporate financial statements, essentially different from that provided
corporate purpose;
- Report and propose interventions to those activities that in any way pursue a purpose
not comply with the interests of the state or its conventions or international agreements;
- Verify that the equity investments, securities, real estate and equity investments, non
directly related to the exercise of company, iano aimed at the achievement of the purposes
and social development of the enterprise;
- Check the status of the share capital, with respect to its subscription, payment, settlement
losses;
- Report any breach of the obligations established by resolution of clearance and the relativ
Convention;
- Report companies that have not started any of the activities described in their social object
.
15.3 The Commission referred to in the preceding paragraph will be appointed for a period of three years
and its members may be reappointed. It will, for the accomplishment of the tasks referred to in paragraph
above, may request documents, information and collaboration to all Public Offices
.
TITLE V

(Transitional provisions, referral and final)
Art. 16
(Final Regulations for the regulation, functioning and liquidation of the Company or
Limited Liability Company formed for Shares pursuant to this Act)
16.1 As pertains to the operation discipline and relationships social
of companies incorporated in accordance with this law and to all other provisions including
liquidation, makes express reference to the rules of the gge currently in force and in particular to
law 13 June 1990 n. 68.

Art.17 (Final Regulations)
17.1 Individual industrial licenses granted by the State Congress also
before the entry into force of this Act, as well as those made by the Manager || | Industry Office under the present law, will be transformed into companies with
one of the types and the manner and conditions provided for in Article 12 of law 13 June 1990 n
. 68.
17.2 The rules and discipline of the individual industrial licnze
that will be granted by the State Congress and those already issued before the entry into force of this Act
well as those that will be made by the Manager Bureau of Industry to
under this Act, shall be governed by law 8 June 1965 n. 18.
17.3 E 'power of the State Congress authorize the issue of industrial licenses Individual
with the subject also different from those listed in reggenziale decree referred to in Article 3
, in favor of those who already holds other individual licenses or holder of a report
private employment indefinitely.
17.4 The regulation and discipline of craft individual licnze
that will be granted by the Commission Conference for Crafts and those already issued before

entry into force of this Act as well as those that will be made by the Manager of the Office of Industry
under this law, shall be governed by Law 6 July 1982
n. 69 and Law 25 January 1990 n. 10.

Art.18 (Appeals)
18.1 An appeal against the actions of the Office Manager, Industry and Crafts in order
to the powers conferred on it by this Act, shall be permitted forward judicial || | Administrative Court in the manner and the terms of Law 28 June 1989 n. 68.

Art.19 (Special provisions for the recruitment of administrative and statutory auditor in any type of company
)
19.1 With effect from the entry into force of this Act, no They will take office
directors or auditors and automatically lapse from that office administrators and already appointed
mayors and those who from the results of the certification referred to in the following paragraphs
found to have suffered convictions for intentional c tro assets or other offenses for
which was issued efi itiva penal judgment involving a sentence of imprisonment
to two years or if it appears from the documents submitted, the lack or loss | || civil capacity or the passing of bankruptcy declared by declaratory judgment.
19.2 Subject to the provisions of Chapter VI, Section III of the Law 13 June 1990 n
. 68, at least one member of the Board of Auditors shall be chosen among
professionals who are not public employees enrolled in one of the following orders and / or Professional Colleges
:
- College of Accountants;
- Order of Chartered Accountants;
- Order of Lawyers and Notaries.
19.3 With effect from the entry into force of this Act the assumption of office of
sole director or member of the board of directors or of
any type and in any way constituted company auditor also
before the entry into force of this Act, is subject to compliance with the provisions of the preceding paragraph and the
presentation of criminal record and certifies or failure never happened.
19.4 For all the types of companies that are set up after the entry into force of this Act
, prerequisite for obtaining legal recognition of
Company is the deposit, at the same instance of recognition , the certificates referred to in the preceding paragraph
for all those who will assume administrative or auditor.
19.5 For all the companies already established and operating or being set up and / or
recognition, administrators will have to be received within ninety days
entry into force of this law, certifies referred to in paragraph 3 of this Article herein
including certificates of mayors have already been appointed.
19.6 During the same period referred to in that paragraph Prev companies already established and operational
or being set up and / or recognition, will have to appoint the mayors
following the provisions of paragraph 2 of this Article.
19.7 Annually and in the same terms for the approval of the financial statements, will be updated
filing of documents concerning the positions of directors and those of
mayors.
19.8 The obligation of filing and updating of documents relating to subjects
have been appointed administrators and mayors and the adjustment to the provisions referred to in paragraph 2
, there is also companies that have not yet withdrawn the operating license
and who have not entered into any activity since the terms for the withdrawal of the license
and also for companies that have voluntarily suspended temporarily the operation || | by means of suspension of the license specific request at the Industry Office.
19.9 Failure to deposit or update documents in terms of this article
or failure to comply with the provisions of paragraph 2, legitimate Commissioner
of the Law of Civil and Penal Court commissioner to activation of 'procedures for clearance
forced the company.
19:10 Adoption of the measure referred to in the preceding paragraph must be preceded by
request made by the Law Commissioner against the directors in office,
to present in a period not exceeding sixty days documents
required or proceed without delay to the special shareholders' meeting for the replacement of the administrative
or mayors in the manner Defined in paragraph 2.

19:11 Failure to comply with the formalities provided for in the preceding paragraph shall entitle
immediate activation of the forced liquidation procedures.
19:12 The same procedure referred to in paragraphs above should be adopted when it is
by the update of the submitted documents that the administrator in charge or
mayors have been convicted for intentional crimes against property or crimes other nature for which it was issued
final penal judgment involving a sentence of imprisonment to two years
or if it appears from the documentation submitted or updated annually
lack or loss of civil capacity or stepped in the declaration of bankruptcy by a final judgment
judged and finally when it appears that one of the mayors has lost the actual residence on
territory and even when the same has been deleted or suspended temporarily from its
Order and / or professional college.
Art.
20 (Special provisions relating to employment commitments of Anonymous Company with shares in bearer
)
20.1 With effect from the entry into force of this Act, the issuance of the authorization prior to the establishment of
new Anonymous company with bearer shares, under
first paragraph of Article 12 of Law 13 June 1990 n. 68, will result in the provision by the State Congress
a minimum employment commitment to the n society. 5 (five) working units
.
20.2 Anonymous Company with shares in bearer esist nti and already recognized at the date of
entry into force of this Act shall comply with the employment commitments as provided
and imposed at the time of clearance prior to release formation of the company.
20.3 The companies referred to in the preceding paragraph shall deguare its corporate organizational chart
to employment commitments envisaged in resolution of any impediment to the establishment of the
society and proceed to the actual intake of the working units therein by
term of eighteen months from the entry into force of this Act.
20.4 Competent to verify compliance with the commitments referred to in the preceding paragraph is
the Labour Office - Section Inspectorate, who will be required to transmit the results of the control of the Companies with
bearer shares to the Secretariat of State for Industry and
to the Secretariat of State for Labour.
20.5 The Secretaries of State for Industry and Labour, received the documentation
referred to in the preceding paragraph and verified breaches of the employment commitments referred to
second paragraph of this Article, transmit pp site provision to the Commissioner of the Commissioner's Court Civil and Criminal Law
of the Republic of San Marino.
20.6 Upon receipt of the documentation referred to in the preceding paragraph of the Commissioner
Law orders the legal representative of the company in default to proceed to the transformation of the Company
Anonima with shares in the Company's bearer shares into registered shares or
Limited Liability Company or in the Company in Collective Name
within sixty days from the date of notification of the commissioner decree.
20.7 If the debtor club fails for processing into one of
corporate types in the terms referred to in the preceding paragraph, the Law Commissioner will proceed
immediate activation of the forced liquidation procedures.
20.8 The Office of Labor - Section Inspectorate is obliged to check annually
compliance with employment commitments of the Anonymous Company with bearer shares
purposes of applying the provisions referred to in this Article.

Art.21 (special arrangement for the sale of shares in
Limited Liability Company or the Company's shares for shares)
21.1 With the entry into force of this Act the transfer of shares the Limited Liability Company
or disposal of the Company's shares for shares is nothing if not the result
notarial deed or by a private deed authenticated by a notary public.
21.2 Upon the sale of shares or actions must be attached under penalty of nullity
the following certificates:
- police record of the transferee;
- Certificate of the transferee failure never happened.
21.3 E 'forbidden to the notary attesting to receive or give undertakings or authenticate writings of shares disposals
or turn shares in the absence of certifi ed referred to in the preceding paragraph.
21.4 E 'void the sale of units or shares when it appears, by the certificates listed in the second
paragraph of this article, the transferee has been convicted for intentional crimes against

Heritage or other offenses for which both t ta issued a final sentence
criminal judgment involving a sentence of imprisonment of two years or if it appears the lack or loss of civil capacity or
l ' intervened for bankruptcy with final judgment
.
21.5 The notary acts that receives a disposal of shares or turn of actions in the presence of the grounds for revocation
referred to in the preceding paragraph, independently and in addition to the sanctions that may be voluntarily adopted by the competent
Order professional, he shall be punished by a fine of £
Administration. 3,000,000 (three million) in addition to suspension from the profession by
a minimum of fifteen days to a maximum of two months; in case of recurrence the fine is doubled
.
21.6 Competent application of the penalty referred to in the preceding paragraph is the
Industry Office Manager, who received the document, it has found a violation of
provisions of this Article , which will forward the results to the assessment
competent professional body for the application of the suspension.

Art.22 (Temporary provision) 22.1
With the entry into force of this Act, the Commission for Congress
Crafts of Law 25 January 1990 n. 10 will retain all functions except
those times to issue the standard craft licenses of this Act.
22.2 Applications times granting or modification of craft licenses in progress
will be examined by the governing bodies and the manner and the terms set out in this law.
22.3 Applications ongoing efforts to grant or modification of industrial licenses
in favor of non-resident individuals on territoio of the Republic will be examined with
modalities, procedures and time limits laid down in Legg June 8 1965 n. 18.
22.4 Instances times to the release of the authorization prior to the establishment of the company,
presented before the entry into force of this law, must be examined with
procedures laid down in Act 13 June 1990 n. 68 within one hundred eighty days from the date
entry into force of this Act.
22.5 Instances times to the release of the authorization prior to the formation of companies, presented
after the entry into force of this Act pr, must be examined with
procedures under Law 13 June 1990 n . 68 within a period of sixty days from the date of submission of the application
.

Art.23 (Permissions to the transfer of office in favor of companies
craft and / or individual and industrial companies)
23.1 With effect from the entry into force of this Act the transfer of seat
industrial individual companies and / or craft and the transfer of headquarters of
any type industrial company, is authorized upon presentation to the office of Industry and Crafts specific application accompanied
of legal documentation, with decision of the Office Manager
Industry and Crafts.
23.2 The Manager of Industry and Crafts Office, received the request for transfer
office referred to in the previous paragraph, it will examine the same and within thirty days of filing the request
in a reasoned decision inform the person
the acceptance or rejection of the application for granting authorization to transfer.
23.3 The authorization rejected the transfer of seat is permitted only in cases of defects
formal demand, for lack of documents and essential conditions of the transfer.

Art.24 (Sanctions)
24.1 The Office of Industry and Handicrafts is responsible for supervising the correct application
of this Act and other laws relating to the industry and handicrafts.
24.2, it shall hold its own initiative or on the recommendation or request of any other body
category and making use of the Civil Police and the Gendarmerie.
24.3 The Industry and Crafts Office has the power to take surveys, carry out investigations
, formulate opinions, give instructions, issue regulations enforceable
; It can take an ordinary court to adopt precautionary measures to stop or
supply evidence of facts or unlawful behavior, including the seizure of goods and documents
.
24.4 For the purposes mentioned in paras:
1. the police have a duty to report ll'Ufficio Industry and Handicrafts
the facts that constitute criminal or administrative offenses in the field of industry and crafts and
transmitting to all the evidence; They are also bound to carry out the investigation and

Investigations requested by Industry and Handicraft, to provide cooperation to the
investigations conducted by the Office directly;
2. Industry and Handicrafts Office provides all'utorità judicial ordinary news of the criminal offenses
and administrative offenses related to criminal offenses, prescribed by the regulations
industry and crafts; 3
. the Office of Industry and Handicraft apply administrative fines and
sanctions imposed for administrative violations in industrial and handicraft
matter;
4. the Office of Industry and Handicrafts has power to order to ensure that industrial and artisanal
activities are conducted in accordance with the laws of the State,
to the conventions and international agreements, in compliance with the lawful orders of authority: a
this purpose the Office shall issue a reasoned order, requirements and provisions enforceable
; against such ordinances it is possible to appeal to the Administrative Judge of Appeal, in
period of twenty days from notification and according to the procedure laid down in Article 34 of the Law
28 June 1989 68; the appeal does not suspend the enforceability of the act unless
contrary decision of the court seised;
5. Industry and Handicrafts Office notify the other government offices
scope of their responsibilities, providing the evidence.
24.5 The Congress of State may suspend or revoke the craft license and / or license of industrial exercise
where the holder to carry out its activities in a form that
impair the prestige and interests of the Republic.
24.6 any person conducting unlicensed industry and craft activities is liable to imprisonment
of First Instance or a fine in lire or daily fine from second to third grade.
The same penalty applies to those who do not comply with the instructions given by the Industry and Crafts.
24.7 In all cases of malpractice in the active à Commissioner
Law artisanal or industrial order the cessation of taking the necessary precautionary measures including the kidnapping
also for evidential purposes of goods and documents ; the order is immediately enforceable
despite appeal.
24.8 When both preliminary ascertainment of the crime the exact interpretation
business object, the prescription is suspended for the period necessary to define the
interpretative procedure that competes respectively Congress of State operating licenses of industry
and the Congressional Commission for Crafts for craft licenses.
24.9 Any other non-compliance with this Act and all regulations regarding
and crafts industry entails an administrative fine of between ITL 500,000 to 5,000,000 lire.
24.10 When the offense is particularly serious because of the quality, quantity and value
- but not less than 5,000,000 lire - the goods or object
illicit trade services, the sanction It has increased three times as much as the smallest in the
maximum.
24.11 In case of relapse the penalties and administrative sanctions provided for in paragraphs previous
you add the additional sanction of suspension of business activities
for a period of three to ninety days.
24.12 For the purpose of this law is a recidivist who, in the five years preceding the last
breach appears to have committed at least two volts for the same offense or administrative violation
prescribed by the regulations on the industry or craft.
24.13 When the industrial or craft activity is carried out without a license, the condemnation
follows the seizure of goods belonging to the offender.
24.14 If the goods is not the agent properties or amendments thereto r the infringement relates to services, as well
when the industrial or craft activity is carried out with respect to assets other than those falling under the license
, instead of confiscating the pply an extraordinary fine
equal to the current value of the goods or services the subject of infringing activity.
24.15 To guarantee implementation of monetary obligations and confiscation
for non-compliance with this Law, the Law Commissioner may order the seizure of chattels
present in any capacity in the company.
24.16 The accused or any interested party may offer an adequate security in place
of the seizure.
24.17 The legal person license holder assumes role of civil
responsible for the execution of financial penalties and the fulfillment of other obligations imposed on the
its legal representatives, directors or managers of non-compliance with legislation industry

Or crafts. The liability is joint and several and without the benefit of prior enforcement.
24.18 are considered the property of the culprit ib ni belonging to the legal person
when proceeding at the expense of its legal representatives, directors or officers for acts committed in the exercise
business activities.
24.19 At relapse effects are taken into account in the context of offenses
of the business at the expense of those who over time have held positions of legal representatives, directors or managers
.
20. The additional sanction of suspension of business activities is placed directly borne
of the legal person.

Art.25 (Provisions Repealed)
25.1 are repealed all rules contrary to the present law and in particular:
- Law No 8 July 1994. 61 (Provisions on supervision and control of the company);
- Articles 26, 32 and 36 of Law 18 of June 8, 1965;
- Article 31 of the law 25 January 1990 n.10.

Art.26 (amended provisions)
26.1 Article 21 of the Law of 25 January 1990, No. 10 (Law on craft) is amended
:
"Art.21 | || (Release of the artisan license)
the artisan license is required to the Congressional Commission for the Arts with
a formal application that includes a description Anagr cunt, civil and professional
of the applicant and the characteristics of ' company in its structural elements, market and employment.
the authorization to deliver the artisan license is approved by the Commission
Conference for Crafts made by Secretary of State for the Arts and two Secretaries
State specifically authorized by the State Congress.
the Office responsible for Craftsmanship, before issuing the license, will take care of
ensure that the holder does not exercise any work depended on third parties, is not the holder | || other license that has the actual availability of the premises in which intends to operate, and that
physical premises have the legal requirements. ".

Art.27 (Entry into force)
27.1 This Law shall enter into force on the fifteenth day following that of its legal publication
.

Our Residence, 29 April 1999/168 dFR

THE CAPTAINS REGENT
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