LAW June 13, 1990 n.68 (published June 27, 1990) on Company Law


We the Captains Regent of the Most Serene Republic of San Marino
promulgate and publish the following law approved by the Great Council
General and held on 13th June 1990. CHAPTER I


General provisions Art.1
intervention Title of the law
economic 1.L'iniziativa is free and the Republic It guarantees the right to take
individually or in association with the operation of an enterprise.
2.La Republic exercises the address control of production and trade in relation to the interest
unit overall economy if pa.
3.La present law, the protection of individual and social rights of workers, savers and
third parties, governs the relationships that govern economic activities organized in corporate form
.

Art.2 Entrepreneur and company: the notion
1.L'imprenditore is he carrying out professionally and with the intent to ensue a useful
economic activity organized in order to produce or exchange of goods or services and
the company is the complex of materials and immateri assets organized by the entrepreneur for them
the enterprise for the period. Art.3

Company: notion
1.La company is the contract by which two or piu'ersone give goods or services for the exercise
in common with a business for the purpose of divide the profits.

Art.4 non-commercial associations and foundations: the notion and basic standards
1.Piu 'people who come together to a common purpose non-profit and are mostly
residents in the Republic may constitute a 'non-commercial association whose sorting and
whose administration are governed by the agreements of the members in accordance with the laws and regulations
.
2.If non-trade associations in the preceding paragraph pursue purposes of interest
piu 'vast personal ones of the members and have a memorandum and articles of association of a similar
, mutatis mutandis, to institutive norms of general partnership
can obtain recognition of legal personality by order of the commissioner's Court
.
3.La destination, will, of a set of assets with an aim
established by those who have the assets may be aimed at the establishment of a foundation.
4.L'atto foundation may be revoked until the recognition of
forth in paragraph 5 has intervened, but that option is not exercised by the heirs.
5.The funds acquire legal personality by virtue 'of the legal recognition granted by
Commissioner's Court and only later the foundations of their activities can be charged
.
6.The institutive norms of non-commercial associations and foundations must contain the name of the institution
, an indication of the purpose, Heritage and the seat as well as the rules of
administration and operation.
7.Il Council of Twelve exercises control and supervision on the administration of foundations and
of non-commercial associations recognized and can rovvedere the appointment of a special commissioner
if this is necessary and indispensable to the proper
's functioning or its extinction.
8.The non-commercial foundations and associations rconosciute are listed in a registry
reserved for private legal persons established at the Chancery of the Commissioner's Court.
9.Il legally recognized foundations, and non-commercial associations
does not allow them to buy real estate, to accept donations or inheritances or legacies
without the authorization of the Council of the XII can also be subject to limits and conditions. 10.Sono
subject to the special provisions reserved for political parties, trade unions and the
associations.

Tipicità Art.5 of the social contract
1.The companies domiciled in the territory of the Republic are subject to the laws of San Marino and
must be formed in accordance with one of the types regulated by this law.
2.I to the provisions relating to cooperative societies.
3. To the credit companies, for finanzirie companies, for insurance companies and for any other
companies for which provision is made for special rules under this Act does not apply to the part
difformemente adjusted.

Art.6 controlled companies
1.La participation of the state or other public bodies in joint stock companies established in the Republic
does not involve derogation from the rules of the present law.

CHAPTER II Of the types of companies
Article 7. Types of companies


1.The company governed by this Law shall constitute notary public to act in one of the following forms
:
a) partnerships:
- general partnership
b) capital companies:
- limited liability
-
limited company - company limited by shares.
2.In the respect of the contractual freedom of the members are allowed other types of companies that are more 'affordable
to the achievement of corporate goals and provided it does not contradict the public order and
the San Marino law.
3.In the corporate name must always be given the kind of society. The name of Social
general partnership must also contener the name of one or more 'partners.

Article 8. Responsibility for the social obligations
1.In the general partnership members are the directors of the company and are jointly and unlimitedly liable for the social obligations
; the agreement to the contrary has no effect on
third.
2.Nelle corporation, for the social obligations, only meets the company with its
heritage and administrators can also be non-members.
3.When the joint exercise of economic activity takes place before the legal recognition
of which art.15 of this Law, who acts personally responsible limitless levels of
obligations incurred as a company name; the agreements and understandings may be agreed between members
are not binding on third parties.

Art.9 Enterprise single-member limited liability
1.L'imprenditore resident, holder of at least 1 year license, which intends to administer directly and personally
their own business can get, with the procedures and formalities laid down
for the limited liability company, the assets transferred in the enterprise is separate from that
staff and that the firm is recognized ome single-member limited liability company
.
2.Il name of the undertaking which holds single-member limited liability ar must appear on deeds and on firm
item itself.
3. For the setting up of a single-member limited rsponsabilità and reports that it
are headed apply, mutatis mutandis, all the provisions as to
limited liability company.
4.L'impresa single-member limited liability, st nt its natural indivisibility,
may be assigned or transferred, the inter vivos or for cause of death of the entrepreneur, to a single transferee
heir or brokers where they both possess personal qualifications for exercising firm
.
5.In the case of the farmer's death if there is no heir in possession of the subjective requirements
for own activities or Qualor these renounce the legacy enterprise
single-member limited liability It will have to be wound up in accordance with the procedures
provided for limited liability companies as applicable. Art.10


1.The Company between professionals registered with the professional or professional lists or professionals may be still enabled
each other company on joint professional activities which are authorized or to coordinate
own the intellectual performance of different ratings.
2. Such companies are regulated by the rules on general partnerships, as well as from existing disciplines
to the professions concerned, mutatis mutandis.
3.La name must contain the name of more 'partners, indicating the company's activities and must
be followed by the words "company among professionals."
4.In the match, in the acts or in the company's communications are to be reported
names of all members.
Professional 5.L'incarico means employed by the company even if it conferred to the single shareholder and,
in the performance of professional duties, members must disclose their affiliation
to society.
Professional 6.L'attività held by shareholders gives rise to all the obligations and rights provided for by the social security rules
for the various professions; the objective character contributions are due in the same
measure that applies to acts performed by the individual practitioner.
7.The opera performance of the company over occupations personally by the shareholders must be carried out.
8.La civil liability arising from professional activities of these associates is the responsibility of the society
between professionals, subject to the internal reports for revenge.
9.La companies must take out adequate insurance contract for pecuniary damage
referred to in the preceding paragraph and must forward the information to clients who request them.

10.I professionals who are part of a company between professionals must provide their
performance exclusively on behalf of the company and is not allowed the participation of a professional
to more 'of a company.
11.Gli registers of professional associations and lists of professions contain, for its members
, an indication of the quality of society component among professionals.
12.Gli professional bodies exercise, in respect of members of society components between
professionals, the powers and functions envisaged by the local regulations regarding the individual
professionals. In particular, they shall protect professional dignity and ensure respect for
principles of professional ethics applicable to the 'conduct of business form associated.
13.La violation of social pacts constitutes a disciplinary offense.
14.La cancellation or the radiation of a partner from the register or from membership entails
automatically be excluded from society.
15.In the event of a member's suspension from the profession or if the shareholder has committed
guilty of serious breaches or has become for any reason unable to perform its
activities, exclusion from companies, in the absence of express provision in the articles, it is
deliberate by the majority of members do not computandosi including the socio excluded and has
effect after 30 days from the date of communication to the excluded member.
16.Se the company consists of two members to the exclusion of one of them is pronounced by the court of
stopped the Questions to the provisions in article 44, paragraph 5.
17.Il member may withdraw from the company, even though they constituted a fixed term, notice
agreed with the other members and not less than six m you.
18.Alle companies between professionals are not permitted for commercial or entrepreneurial activity nor
investment of their cash in property not strictly usable in professional
, in public or private securities or in shares of companies engaged in businesses commercial.
19.L'appartenenza of a professional society of professionals should be made aware of
customers, counterparties and public administration organs.
20.Per regard to professional mandates in progress at the time of communication establishment of the company
must be carried out on the occasion of the first act of exercising the
mandate after the constitution.

CHAPTER III Of the constitution of the company Section I

The formation of incorporation 5


Art.11 of Incorporation
constituent 1.L'atto the company should disclose:
a) the surname and first name, place and date of nascit, profession, domicile or residence and citizenship
shareholders.
B) The corporate name containing an indication of the kind of society.
C) The social object with the description of the goods or services to be produced or trade.
D) The headquarters of the company and any secondary offices.
E) Where a contribution of any kind of individual shareholders with the value assigned to it and its
evaluation criterion.
F) The amount of the share capital.
G) The nominal value and the number of units or shares.
H) The rules under which the gains and losses are to be routinely shared stops
prejudice the Assembly may approve a different allocation of the profits if the
needs of a specific financial year make this necessary .
I) The number, (and if designated same surname and name, date and place of birth and domicile
) of the directors and auditors with the identification of the duration of the charge and
respective powers of representation, management and control of the company.
L) The faculties and powers granted to the governing bodies and the criteria governing the operation of the same
and Organs of Society including those relating to the issuing of bonds or shares
.
M) The duration of the company.
2.For general partnership not apply the provisions referred to in point g) of the preceding paragraph
.
3.The institutions and San Marino banks as well as financial and trust companies
San Marino may form as founding trustees-members of anonymous stock company.
In this case the body which was formed assumes responsibility for the correspondence of the subjects
represented with people in the interest of which has been requested and granted the go-ahead to
formation of the company and referred to in article 12. 5


Nothing Art.12-prior authorization of the State Congress

1. To set up a company in the territory of the Republic must obtain prior administrative authorization
irrevocable which is expressed in a go-ahead of the
State Congress.
2.Il State Congress gave the go-ahead in the preceding paragraph of the initiatives presented by
natural or legal persons who are accompanied by a business plan that convinces maximum,
in objective and subjective terms , its reliability and its compatibility with the needs of economic and social
Republic.
3.Il State Congress to grant the go-ahead may impose limits and conditions on
guarantee the correct implementation of the business plan.
4.L'inadempimento of any conditions contained in the go-ahead is not attributable to external factors
to the company, carrying out activities that in any way have a purpose not
conform to State interests or its international conventions and agreements, legitimizes
Congress of State to promote, at the commissioner's Court, the procedures for the withdrawal of
legal recognition and the consequent winding up and liquidation of the company.
5.Il go-ahead of the preceding paragraphs is not required for citizens of San Marino and the Republic of residents
in entrepreneurial business owners based in San Marino who intend to organize
as a company within the following limits :
owners of retail businesses, wholesale businesses, industrial activities
may form one of the following forms of companies:
- general partnership;
- Limited Liability Company;
- Company for registered shares.
The company's corporate purpose must contain only the functions required by individual license
. Changes and / or additions remain subject to clearance from the estimate
State Congress.
The administrator and legal representative of the company must be the holder of individual entrepreneurial
you should keep most social shares.
The shares or the shares may be headed exclusively to individuals.
The majority stake may be transferred only to natural person who is the same
objective and subjective requirements provided by law for the granting of the license specific individual
and therefore be taken by the legal representative of the company.
Lacking, during the life of society, the above requirements the company should be placed in liquidation
.
The holder of individual activity that is organized in corporate form in the terms referred to in this paragraph
, or its assignees, dissolved and liquidated the company regains ownership of the license individual
where he fulfills the objective requirements and subjective foreseen in specific laws.
They do to the company, as they are compatible with all the provisions for the specific operating licenses
.
The express affirmative ruling of the State Congress remains indispensable for the formation of limited companies
for actions, for which companies to paragraph 2 of the previous article 7 as well as for changes in the corporate purpose
.
6.The companies that have obtained the go-ahead of the Congress of State and the recognition of the Commissioner's Court
set forth in article 15 are entitled to the exercise of corporate
with obtaining and, where applicable, the periodic renewal of the license specific entrepreneurial
provided that continuity of the conditions n rmative prescribed for your activity. Section II

Del legal recognition of companies 5


Art.13 Request for recognition
1.Il notary who received the memorandum formulated in accordance with the go-ahead
of the State Congress, must request the Court commissioner's the issue of legal recognition
decree.
2.L'istanza be accompanied by certified copy of incorporation and bylaws, the go-ahead quote
granted by the State Congress, the un'attest tion notary signed declarations of
share capital and anything else that may be required by the Court.
3.If, within thirty days of drawing up the act, the attesting notary
does not proceed with the request for recognition, each puòrovvedervi socio even with another notary at the expense of
society. 5


Art.14 Publication and opposition to the application
1.A instance extract is posted in the albo of office of the Public Palace and the Court
commissioner within three days date of submission.
2.Within fifteen days dall'affissione any interested person may file an objection to

Recognition by a reasoned exposed on which the Commissioner's Court will rule,
by decree no appeal, no later than twenty days from receipt dell'esposto. After that
term without the Court has rejected the appeal means rejected. 5


Art.15 pronunciation and advertising recognition
1.Il Court verified the fulfillment of the conditions set by law for the establishment of the company
and rejected any opposition, decrees the legal recognition and orders their
publication in the Official Bulletin of the Republic and the register of the commissioner's Court.
2. When it is corporation or anonymous by shares or companies incorporated under 2
paragraph one of article 7, the decree is accompanied by full disclosure of the statutes social
.
3.Il decree of legal recognition must be issued no later than thirty days from the date of receipt of the request
or, in the case of opposizi it, no later than fifteen days from the date of dismissal of
'opposition.
4.Il legal recognition takes effect from the day following that of its publication
albo of the Commissioner's Court. 5 Art.16



1.In addition Withdrawal of recognition the case referred to in paragraph 4 of the previous ar.12 recognition, heard the representative of the company
, it may be dismissed by commissioner's Court, ex officio or at the request of anyone who
interested, when within two years from the date of approval or within
further possibly granted by the Court, through no fault of the administrators, the company does not
It has initiated any activity related to the corporate object even to ordinary design executive
.
2.Contro the revocation is permitted nl appeal within thirty days from the publication
forward to the court of appeal for civil cases. The revocation ruling once
become enforceable, it is published with his motivation in the same forms of recognition and
must be recorded in the Register of the Chancery Court dl.
3.Il decision to withdraw recognition shall contain the order of dissolution and commissioning
liquidation of the company as well as the provisions relating to the resolution of any liability economic and financial
being subject to the rights of third parties of good faith prior to publication. 5 Art.17



Legal personality 1.The companies acquire legal personality under the legal recognition
Decree issued by the Commissioner's Court.
2.La legal personality persists until it has completed the liquidation of the company. 5


purchase Art.18 Effects of personality
1. With the acquisition of legal personality, the company's assets are separate from the assets of
members.
2.The company's creditors may not act on the assets of unlimited joint and several members responsible
without first redeemed guarantee social equity.
3.The particular creditors of the members have no effect on the company's assets, but if the goods of socio
debtor are insufficient to meet the debts for their own debt, the creditor can ask
liquidation of the share of debtor and the fee must be paid within three months of the request
unless resolved to dissolve the company.
4.L'acquisto of legal status does not allow you to purchase real estate, to accept
donations or inheritance or legacies without the authorization of the XII. 5


Art.19 Publication in the Official Bulletin
1.The publications in the Official Bulletin of the Republic or, in urgent cases, in a special supplement
, are made at company expense although arranged office.
2.The publications are required by the company through the Clerk of the Court and,
in the case of statements or news, with the approval of the Law Commissioner. 5 Art.20



company registration 1.In the Clerk of the Court a company registration is required and must show for each
:
a) the reference memorandum of association, the go-ahead of the State Congress, the
legal recognition of the commissioner's Court decision and any action to authorize
* or (*) after revocation;
B) the registered office and its subsequent possible variations;
C) the share capital and its subsequent possible variations;
D) the business purpose and any subsequent modifications;
E) the name of the representative or representatives of the company, one of the directors and auditors or liquidators
in operation;
F) the date of approval of the social budget;

G) the details of the measures concerning possible changes or mergers;
H) the judicial authority nti measures concern the liquidation of the company, granting moratoriums
well as any other measure that the judicial authority deems it useful to write down.
2.La transmission of data and information referred to in paragraph 1 shall be carried out by Member
administrators or liquidators.
3.Fintanto that in the register of companies of any amendments referred to in paragraph 1
or until none occurred posting "to valvas are not written", the same amendments are not binding on
third parties unless there is evidence that qusti knew about it.
4.Il company registration is public and anyone bit render clear vision. 5


Art.21 Indications on the letters and ads
1.In the match, in the acts, announcements, and securities issued or drawn up by each
companies must be noted accurately: | || a) the name, type, and the company headquarters;
B) the date of approval of the resolution co juridico;
C) the share capital;
D) the number of registration in the Registrar of Companies.
2.Se the company is in liquidation, this fact should also be mentioned.
3.When location specified in the articles you intend performed with full effect, any notification and communication
.

Section III Of the subjective and objective conditions for the functioning of society 5


Art.22 capacity of members and administrators
1.Coloro who have the powers or authority to administration and representation of the company and the
mayors must always be in possession of the ability to act. 5 Art.23



Company purpose social 1.L'oggetto must be possible, lawful, determined or determinable.
Social 2.L'oggetto must include activities or between the permissible and consistent with a single license entrepreneurial
. 5 Art.24



1.I Contributions in kind or in cash, for the establishment of the share capital or its increase,
must be signed at the same time of
formation of the company or the increase of the share capital.
2.Negli same terms must be determined and signed by the shareholder concerned commitments peri
opera contributions or other fringe benefits whose value can not, in any case, be
counted in the capital.
3.Chi gives in kind must submit the sworn tion of an expert appointed by the Court
Commissarial containing the description of the goods, the value attributed to each of them
which can not be less than the declared total by conferring the act of conferring
and valuation criteria followed.
The report must be attached to the acts referred to in paragraph 1 of this Article. 5 Art.25


Share capital 1.L'ammontare
of the share capital can not be less than:
a) fifty million pounds in a limited liability company and one-person enterprises
Held;
B) one hundred and fifty million lire in perations society;
C) five hundred million lire in the public company limited by shares.
2.Il share capital of the companies referred to in paragraph 2 of the previous article 7 must be properly
commensurate with the company's operational program with broad powers of the State Congress of
assess the fairness in the granting the go-ahead quote. 5 Art.26


subscription of the share capital Capital 1.Il
must be fully subscribed an eriormente to request legal recognition
referred to in article 15. 5 Art.27



Reduction of share capital 1. When it appears that the capital has fallen by over a third, administrators must
without delay convene the Assembly for appropriate measures and if the losses are not readily covered
the Assembly will be required to reduce the share capital subject to
legal limits.
2.La reduction of share capital below the lev ls set by the go-ahead to the estimate
company's constitution entails the obligation to obtain a new go-ahead or to put the company into liquidation
.
3.La reduction of share capital shall also be decided in the case of reimbursement of
holdings to shareholders exercising the right of withdrawal set forth in article 44.
4.La reduce the share capital can be decided when it is exuberant than social purposes
. The resolution can be performed soltant kings months after the day of enrollment

Decision of the Registrar of Companies, provided within this period, no creditor has presented opposition
.
5.La convocation that should provide for the reduction of share capital
can be ordered by Court Commissioner's office or at the request of anyone interested,
if administrators fail to do so.

CHAPTER IV Of the share capital

Section I Of the shares and the shares 5


Art.28 Concept 1.The quotas allocated to each member representing the amount of the share capital
and incorporate all the rights pertaining to the shareholder.
2.Nelle limited companies and public limited companies by shares shares are represented by shares
which must be of equal value and entitle their owners to equal rights for homogeneous categories
shares. 5 Art.29



Content of actions 1.The actions must indicate:
a) the name, head office and duration of the company;
B) the date of incorporation and the legal recognition as well as the number that distinguishes
the company in the register of companies;
C) the nominal value and the amount of the share capital.
2. The shares may be represented in multiple equity certifi ed.
3.The actions or multiple share certificates devon be signed by the legal representative of the
companies and auditors. And 'valid subscription by mechanical reproduction as long as the original
is filed with the Registrar of the Court.
4.Quanto governed in this Article shall also apply to interim certificates that
distribute to shareholders prior to the issuance of the final titles. 5


Art.30 registered and bearer shares
1.In the company for the shares of shares must be registered while in limited companies
for all shares may be bearer shares. 5 Art.31



1.The Issue of Shares Shares may not be issued for an amount lower than their nominal value.
2.Nelle anonymous joint stock company may not Emett RSI bearer shares nor convert registered shares into bearer shares
before it has been paid to the company the full price. 5 Art.32



Movement of actions 1.The registered shares may be transferred or c dute pledged according to the rules of the bill

2.Il capital of a company nonpuò actions, in any case, be signed or owned by
anonymous public limited company over the limit by a third.
3.Il transfer by endorsement of the registered shares is not effective against the
issuer until a request is made annotzione in the register of members. 4.Coloro
transferring to turn registered shares not fully paid shall be liable, jointly and severally with
previous owners, the amount still owed to the company.
5. For the amortization of registered shares lost or stolen on the rules for the promissory
depreciation.
6.The bearer shares are transferred with the delivery of the title. 5 Art.33



1.The Indivisibility of shares Shares are indivisible. Where an operation is subject to the ownership rights of owners
shall be exercised by a common representative.
2.Se the common representative has not been appointed, the statements and disclosures made by the
company to one of the co-owners are effective towards all.
3.The joint owners of the action jointly and severally liable for obligations arising therefrom. 5


Art.34 Voting
1.Ordinariamente each share entitles the legitimate portatoe the right to vote.
2.The special categories of shares entitled to vote may be excluded when they
issue and that exclusion must be clear evidence on the stock. 5 art.35



1.The Purchase of own shares limited liability company can not under any circumstances buy their shares.
2.The joint stock companies and limited companies by shares may not acquire its own shares except
within the limits of the distributable profits and available reserves resulting from the last budget duly approved
.
3.L'acquisto must be approved by shareholders which shall determine the terms
indicating in particular the maximum number of shares to be purchased, the maximum period of validity of the authorization
, the minimum price and the maximum consideration.
4.In no case may the nominal value of the shares acquired pursuant to the preceding paragraphs may
exceed one fifth of the share capital.
5.The administrators can not sell the shares purchased without prior authorization

Assembly, which must determine the relevant procedures.
6.Finchè actions remain in ownership of the company the right to profits and the right to proportionally to other shares are attributed
option. The right to vote is suspended, but their actions are
however, included in the capital for the calculation of quotas required for the constitution and for
Assembly resolutions.
7.A unavailable reserve equal to the amount of own shares recorded as assets in the balance sheet
must be established and maintained as long as the action is not or transferred or canceled.
8.In no case of capital companies may accrdare loans or provide guarantees for the purchase or subscription of shares
. You can not even through trust companies or other nominees
be accepted own shares as collateral.

5 Art. 36
of
1.L'Assemblea emptive rights of the shareholders, to resolve to increase the share capital by issuing new shares
, it must offer to shareholders and in proporzi it to the number of actions of each of them
a part of the newly issued shares. At the same emblea establishes the terms and conditions of
exercise of option rights remaining stationary Chei terms for the exercise of that right must
from the minutes of the meeting its deposit with the Clerk of the Court
Commissarial and which may not be less than ten days.
2.Coloro exercising the right of option, provided that they make a simultaneous request, have the right of first refusal
in the purchase of shares that remain unsold. Section II Of the bonds



5 Art. 37

1.L'Assemblea Concept of company shareholders for shares or anonymous by shares may decide to raise new capital
with the issuance of registered bonds or bearer.
2.The bonds are debt securities that incorporate the right to return of capital
and the payment of interest without attributing any of the rights reserved to the members.

5 Art. 38
Restriction of the issue of bonds
1.La Assembly resolution concerning the issuance of bonds does not become effective until
long as it is not granted permission Inspectorate for Credit and Currencies .
2.Il total value of all emsse bonds can not, on the whole, exceed twice
of the share capital according to the last approved financial statements.

5 Art. 39
Content bond
1.The bonds must be signed by the legal representative of the company and the auditors and should indicate
:
a) the name, subject, and the company headquarters and
number that distinguishes it in the Registrar of companies;
B) the share capital;
C) the date of the resolution of the Assembly and the extremes of the Inspectorate authorization for
Office of Banking;
D) the total amount of bonds issued, the nominal value of each, the wise
interest and the manner of payment and repayment;
E) any guarantees given assisted.

Chapter V Rights and duties of the members of the Section I

Of rights

5 Art. 40

Information Rights 1. All members have the right to receive information on ingredients on operations and the company's economic-financial
. In general partnerships and limited liability companies that have not
Board of Auditors, each non-managing partner has the right to consult freely
documents relating to the administration even with the assistance of its experts biased.

5 Art. 41
Right to administer 1.L'amministrazione
of the general partnership is up to each partner separately from other
unless otherwise agreed that if it is not passed on to third parties is not enforceable against them.
2.La appointment of directors of limited liability companies the Shareholders' Meeting except for the first
who are appointed articles of association.
3.The administrators who have the representation of the company may carry out all acts that fall
corporate purpose to the limitations resulting from the law, articles of incorporation, by-laws
, by proxy or by mandate.
4.L'atto incorporation, articles of association as well as the internal management standards to govern the society
relationship existing with administrators.

5 Art. 42
Right profit
1. All members are entitled to participate in profit sharing actually achieved and cu
has been approved by the distribution, in proportion to their respective contributions or

To their units or shares and is null the pact with which the member he was totally excluded.

5 Art. 43
Right to distribution of assets following the liquidation
1. All the shareholders in proportion to their respective contributions or to their units or shares, have
get a proportion of assets that remains after the procedure liquidation of the company.

5 Art. 44
Right of withdrawal of the shareholder
1.In the partnership each member, at any time, may withdraw from the company when
this is not contracted a fixed term. Before the end of the contractual right of withdrawal
given when the company resolves the transformation of its type in the preceding Article.
7 or a substantial change in the objects.
2.Il right of withdrawal exists, also, when it is provided for by the Act of Incorporation or the Bylaws and
limited companies to people when there is a just cause.
3.L'esercizio of the right of withdrawal of shareholders, unless otherwise incorporation, is not
per se due to dissolution of the company.
4.L'unico socio remained of a general partnership or limited liability company may request
processing into single-member limited liability company. That option is not
granted sole shareholder was the company of professionals.
5.Se, for any reason and except as provided in the preceding c mma, fails the
plurality of members and within three months it does not Viėe reconstituted, the procedures of liquidation shall be initiated
.

5 Art. 45
Liquidation of the outgoing partner's share
1.The dissolution of individual corporate reports gives ceasing members or their heirs alone
right to receive an amount of money equal to the value of the stake owned.

5 Art. 46
transmissibility company shares
1.La transmissibility inter vivos of the equity investment in partnerships is
subject to approval of the company.
2.La transmissibility of shares of joint stock companies is free unless otherwise provided Statute
. 3.Salvo
contrary provisions of the Statute, in the event of death of one of the partners, in the People
company, the other members must liquidate the share to the heirs, unless you prefer to dissolve the company or continue it
with the heirs themselves and qu sti repayment. Section II Duties



5 Art. 47
Duties regarding the contributions
1.Ciascun partner, in addition to the contribution to be made in accordance with the articles of association, or
resolution on the capital increase is indebted to all the companies that promised to
make money, in kind or in performance.
2.Se in the deed or the statutes do not stipulate otherwise the contribution must be in cash
.
3.For the assets transferred property in the member is required to the same obligations which would be held if
had sold them.
4. For the assets transferred in the enjoyment of the member is required to the same obligations which would be held
if he had leased them.

5 Art. 48
Participation in losses
1.La unlimited shareholder liability entails the obligation to participate in any losses of society
in proportion to the value of the contributions made or promised. 2.Il
contrary agreement is not effective against third parties.

5 Art. 49
sole shareholder
1. For the social debts incurred during the period in which the shares are to be belonging to a single person
this unlimited liability.

5 Art. 50
Prohibition of competition
1.Il of partner companies in collective name must not, without the consent of other shareholders, to exercise
own or others' account activity concurrent with that of the company nor participate as partner
liable to another company competitor.
2.Il consent is presumed if the exercise of or participation in other companies existed before
social contract and the other members knew about it. CHAPTER VI Of


corporate bodies Section 5

I
Assembly Art. 51

Notion of members 1.L'Assemblea is the deliberative body or inter in which the will of
corporation is formed.
2.The resolutions adopted by the Assembly in accordance with the law and with the statutory
binding on all shareholders even if absent or dissenting. 3.L'Assemblea
is ordinarily convened by the directors who represent the society
unless other legal requirements.

5 Art. 52
Assembly Skills
1.L'Assemblea
meets at least once a year within four months of the close of the fiscal year
and has expertise in the field of:
a) approval of the budget;
B) appointment of directors and auditors;
C) determination of the remuneration of the directors and auditors;
D) changes to the memorandum and articles of association;
E) issue of bonds;
F) processing and fusion;
G) liability action against directors and auditors;
H) appointment and determination of the powers of liquidators;
I) other matters relating to the management of the company reserved to him by law, by statute or
under examination by the directors.

5 Art. 53

Assembly Operation 1.L'atto memorandum and articles of association must contain the rules governing the formalities and procedures for convening
and functioning of the Assembly including the voting procedures.
2.The institutive rules must in any case foresee:
a) that the Meeting is held in Italy;
B) that the notice contains a full list of topics on the
day;
C) that the notice calling the meeting of the corporation and anonymous by shares or posted
"to valvas" at the Commissioner's Court at least twenty days before the date fixed for the meeting
;
D) that the convocation should be ttuata eff at the request of a minority;
E) for each meeting are provided at least two different convocations and for each
for clarification of the constitution quorum and validity of the resolutions;
F) that in any case the resolutions reserved Assembly allacompetenza
only be validly adopted with the favorable vote of shareholders representing a majority of the share capital represented at the meeting
;
G) the right to attend the meetings of both the east know to all shareholders who are registered in the books
least five days before the date of the VVER meeting, in the case of anonymous public limited company,
in those that produce in the assembly actions also represented by share certificates multiple
;
H) that the possibility of representation is conditioned by the release of a written power of attorney
nominative and valid for each single meeting and that it can not be granted to directors, statutory auditors and
employees of the company;
I) that the deliberations should result from the record that, if it is not drawn up by a notary,
must be signed by all the members present;
L) that the right to vote may not be exercised by the shareholders, on behalf of third parties, they match
an interest in conflict with that of the company;
M) that the vote on a people can be taken by secret ballot if this is requested
by a number of members to be determined;
N) that the quorum for the validity of the social resolution of legal action both
least 1/4 of the share capital;
O) that the Assembly is in any case validly constituted and entitled to deliberate also on
topics not on the agenda, with ion exclusion approval of the budget, when
have all of those who they are entitled and arise no opposition to treatment of the subject
;
P) that if administrators do not provide for the convening
each shareholder may ask the Court Officer to have the convocation itself and
designate the person who is to chair it.

5 Art. 54
Opposition in the Assembly's deliberations
1.Contro unlawful decisions of the meeting, each absent member or dissenting
can use, within ten days from the date of the Court eposit in the copy of the minutes | || shareholders, the commissioner's Court for the annulment and eventually
suspension on an urgent basis of the resolution itself.
2.Il Court if the opposition appears prima facie seriously founded, may issue a decree
provisional suspension of the resolution imposing possibly the member or members opponents
the deposit an amount for expenses and, where appropriate, for a deposit.
3.Il decree shall be served ex officio and at the expense of opponents, directors and auditors, and
it is noted in the register of companies.
4.Dentro one month of notification and provided that the company representatives a
have not started the proceedings for confirmation of the opposite decision, should the shareholder or shareholders opponents
introduce an adversarial procedure for cancellation or modification of the resolution;
Otherwise the opposition will be canceled permanently.

5.L'eventuale cancellation of resolutions shall not prejudice the rights of bona fide third parties. Section II Of Directors



5 Art. 55

Concept 1. The directors are the owners of the management responsibilities of the company and operate in
autonomy while respecting the limits set by law and the Articles of Association of the company managed
.

5 Art. 56
Finding the power to administer
1.In the people of each member company has the powers of administration unless otherwise agreed that
attributing such powers to one or more 'partners.
2.Nelle single-member limited liability companies to the administrator is the same entrepreneur.
3. An corporation administrators are the ones chosen by the Assembly and, for the first
period of office, the ones chosen by shareholders together with the articles of association.
4. Where the administration of joint stock companies is attributed to more '
these people make up the Board of Directors whose f nzionamento must be regulated by appropriate bylaws
.
5.Il Board of Directors, if the memorandum or the Assembly allow,
may delegate some of its powers to an Executive Committee composed of some of its members or to a
CEO. In any case, the delegation can not extend to the powers
for the preparation of the budget and acts related to the share capital.

5 Art. 57
Operation of the Board
1.L'atto memorandum and articles of association must contain the rules governing the formalities and procedures for convening
and administrative functioning of the Board.
2.The institutive rules must, in any case, prevedr:
a) that the validity of the resolutions is necessary the presence of a majority of the directors;
B) that the vote can not be taken for representation;
C) that the deliberations should result from verbal drawn up and signed by the President and Secretary
extender;
D) that the right to vote can not be exercised d ll'amministratore that, on their own or
third parties have an interest in conflict with that of the company;
E) that transactions involving persons must be taken by secret ballot if this is requested
respecting the procedures to be established in the statute.

5 Art. 58
Term of directors in a corporation
1.In the corporation as a director may be granted for a maximum period of three years, renewable
.
2.L'incarico can be revoked by the Assembly even before the expiry of the term
unless the administrator rights to recover damages if the revocation occurs without just cause.
3.The administrators can give up their office by giving written notice to all
corporate bodies with a notice of at least thirty days.
4. Where the resigning director is a member of the Board of Directors his resignation
may have immediate effect if the majority of the Council shall hold office.
5.La appointment of new directors is limited to the Council's deadline of
replenish.
6.La cessation of maturity administrators's term effect upon
where the board has been reconstituted.

5 Art. 59
Ownership of the power of attorney
1.L'esercizio power of representation, through which the company buys rights, assumes
bonds and is in court, lies with the administrators within the limits set by the Statute.
2.Nelle companies managed by a board of directors with powers of representation
competes, as a rule, the Chairman of the Board or the CEO.

5 Art. 60
Extension of powers of representation
1.The directors empowered to represent the company may carry out all acts that fall
corporate purpose subject to the limitations set out by law or the laws establishing.
2.L'inosservanza the limits resulting from the object cial s or other institutive rules may not be relied
third parties of good faith.

5 Art. 61
Prohibition of competition
1.The administrators can not act in the capacity of partners with unlimited liability in competing companies
nor a competing business on behalf of third parties, unless authorized by the Assembly
.

5 Art. 62 Liability of directors

1.The administrators are liable for the correct social management rules of the mandate paid
and institutive standards unless dispost the following article and without prejudice to any criminal penalties
.

In particular respond:
a) the proper keeping of the books;
B) the careful supervision of the administration;
C) of the sincerity of the financial statements;
D) the legitimacy of dividends;
E) of the diligent execution of the resolutions and any action
Judicial Authority;
F) the payment of taxes and social taxes.
2.Uguale responsibility falls to the company executives as part of their duties.
3.The administrators can, in case of negligence of the above duties, be declared
responsible to third parties whose receivables from the company were not pleased with the active fault.
4.This well as personally responsible to shareholders and to third as they have acted
manifestly beyond or outside the limits of the mandate.
Social 5.L'azione liability against the directors is promoted by resolution of the Assembly
.
6.The directors, auditors, liquidators and id rigenti prosecuted for facts relating
charging part or other serious criminal may be suspended from their shorcuts
by order of the same organ or appropriate office allocation assignment.
Condemnation, although condoned for any reason, for the facts referred to in this paragraph involves
definitive removal from office and the inability to assume the functions of administrator, liquidator
, mayor or executive companies for the time to be determined by the court.

5 Art. 63
Limits of liability of directors
1.La liability of directors governs the actions or omissions which they accomplished, by
day they accepted the appointment to that in which they are replaced by other administrators or | || liquidators.
2.Non is responsible collegial deliberations of the 'mministratore that, being free from iniquity,
did not participate in the deliberations or did note in the minutes without delay its
motivated dissent on decisions resulting from oral.
3.The directors are not accountable to the company for damages resulting from failure
fulfillment of the duties imposed by written proxy to thers administrators.

Section III Of the Board of Auditors 5

Art. 64

1.Il Concept Board of Auditors is the controlling body of the companies in the economic-financial and fiscal
materials.

5 Art. 65
Functions and powers of the Supervisory Board
1.The Board of Auditors functions are conducted:
a) intervening in the assemblies and meetings of the supervising board of directors on
administrative and accounting matters;
B) expressing, on their own initiative, non-binding opinions on the accounting, administrative and tax
;
C) expressing the written opinions administrators, required even if not binding, before
adoption of measures that involve changes in share capital;
D) certifying the financial statements to allerisultanze the books and accounting records pr
but that the budget is submitted to the same;
E) verifying and periodically certify the form of cash.
2.The mayors, individually and at any time, may inspect the books and make social
cash checks in relation to their functions.

5 Art. 66
Appointment of Statutory Auditors
1.La appointment of the Board of Auditors is compulsory in public limited companies, public limited companies in the
for shares or companies referred to in paragraph 2 of Article precednte. 7. E 'also mandatory in enterprises
one-person limited liability and limited liability company when capital Social
is equal to or greater than the sum of centocinqua ta million lire.
2.Il Statutory Auditors is appointed by, and for the first period of office, by shareholders together
of incorporation or together to change the resolution in
capital increase at the levels determined the previous paragraph.

5 Art. 67

1.Il Composition of the Board of Statutory Auditors, when its constitution is mandatory under the previous article,
consists of at least two auditors, who must be c lti between experts in matters || | administrative and accounting. At least one auditor must also avre the actual residence in the Republic
. The auditors must not be relatives or relatives up to the fourth degree of the directors and
shall not be tethered to an ongoing relationship with the company paid.
2.L'atto memorandum and articles of association of the companies not obliged to establish a Supervisory Board
may provide for and regulate the appointment of one or more 'mayors.

5 Art. 68
Term of office

1.L'incarico of Mayor may be granted for a maximum three-year renewable term, it is freely
waivable, but is revocable only for cause.

5 Art.

69 Liability 1.The auditors must fulfill their duties with the diligence of the authorized representative shall be responsible for
their claims and must maintain secrecy on the facts and documents of which they have knowledge by reason
of their office.
2.The Mayors respond to shareholders, jointly and severally with the directors, of the damage that could not have occurred
if they had carried out their task in accordance with the obligations of their office.
Social 3.L'azione of responsibility against the mayors is promoted by resolution.

Section IV Of the company's books

5 Art. 70
compulsory social Books
1.The company should take, including by computer, the newspaper and the cash book, the book
inventory and depreciable assets.
2.Devono also maintain an orderly, for each case, and for at least five years
original correspondence and invoices received as well as copies of correspondence and invoices sent
.
3.The corporation, to the extent compatible, also dbbono hold:
a) the shareholders' register, in which shall be indicated the number of units or shares, the surname and the name of the owners of
shares and registered shares, transfers and constraints relating thereto;
B) the book of the bonds, which must indicate the number and the amount of bonds issued and those canceled
, the surname and the name of the debenture holders and
transfers and constraints with respect thereto;
C) the book of meetings and deliberations of the assemblies;
D) the book of meetings and resolutions of the Board;
E) the book of meetings and resolutions of the Supervisory Board;
F) the book of meetings and resolutions of the Executive Committee if it exists;
4.The books mentioned in this article shall ess re stored in the company's headquarters for five years
and must be kept in accordance with the Rub. LXXI of Book II of the Statutes and numbered
each sheet.
5.Before of their use they must be endorsed by the Office of the Register with the indication, the
beginning or end of the volume, the number of sheets of which they are composed. Chapter VII Of


corporate governance Section I Of the budget in general


5 Art. 71
Definition
1.Il budget is the document through which the directors for each business year, the
normally coincides with the calendar year, make it possible to gain a picture of the situation
asset of the company and the economic results of operations.

5 Art. Up of financial statements 72

1.Il financial report is prepared annually by administrators with clarity and precision and must understand
:
a) the balance sheet setting out the assets, liabilities and shareholders' equity Information on the company;
B) an economic report showing the costs and revenues pertaining to the year putting
out the end result of the profit or loss for the year.
2.Il budget must be accompanied by a report Directors'
social management.
3.The documents referred to in this Article shall ut tto inseparable.

5 Art. 73
Basis of preparation of financial statements
1.In the preparation of financial statements must be observed the following principles:
a) requires the items must be made according to the prudence and the going concern
;
B) the evaluation criteria can not be modificat from year to year;
C) account must be taken of income and expenses for the year, regardless
from the date of collection or payment;
D) account must be taken of the risks and losses for the year;
E) the details of the individual items must be valued separately.
2.The administrators can override the principles set forth in the preceding paragraph
for justified reasons which need to be explained in relation to the budget. In the same report will be
highlighted the influence of the derogation on the representation of the financial position and operating results
.

5 Art. 74
Structure The balance sheet and income statement
1.Salve the provisions of special laws for companies carrying on certain activities, the balance sheet and income statement
must be isc itte separately, and in ' order indicated, the
entries provided for in articles 77 and 79.

2.The individual items can be broken down, without removing the entire voice and
corresponding amount, if this is useful or necessary, depending on the nature of the activity carried
, to facilitate clarity the budget.
3.Devono be added other items if the lorocontenuto is not included in any of those
provided for in Articles 77 and 79. 4.This
banned payments of games.

5 Art.
75 Report of the Statutory Auditors and the budget
1.Il budget filing must be notified by the directors to the Board of Auditors, with the report and supporting documents
, at least twenty days before the date set for the meeting that
must discuss it.
2.Il Statutory Auditors must report to the meeting on the Company's financial results and holding
accounting and make observations regarding the financial statements and their approval.
3.Il budget, together with the directors' report, shall remain on
copy in the company's headquarters and in the Chancellery of the Commissioner's Court, during the twenty days off that
preceding the Meeting that approves .

5 Art. Publication of the financial statements 76

1. Within thirty days from the approval that normally must take place within five months of the year Social
completion, a copy of the budget, together with the report of directors || | and the Supervisory Board and the minutes of Shareholders' approval, must be filed in the
Chancellery of the commissioner's Court by the directors. Section II Of the state capital


5 Art. 77

1.The Contents of the balance sheet balance sheet must be prepared in accordance with the following schedule:

ASSETS A) Receivables from shareholders.
B) Fixed:
I - Intangible assets
II - Tangible
III - Financial fixed assets and investments.
C) Current assets:
I - Inventories;
II - Receivables;
III - Financial assets not held as fixed assets;
IV - Cash.
D) Accrued income and prepaid expenses.
E) Losses carried forward.
F) Operating losses. TOTAL CURRENT LIABILITIES


A) Shareholders' equity:
I - Share capital;
II - Revaluation reserves;
III - Statutory reserves;
IV - Other reserves;
V - Retained earnings;
VI - Profit for the year.
B) Provisions for risks and charges.
C) Severance indemnities.
D) debts.
E) Accrued expenses and deferred income. TOTAL LIABILITIES

in assets and liabilities:
1) the securities of the employees;
2) other tour matches and memorandum accounts.

5 Art. 78
provisions relating to certain balance sheet items
1.The Assets destined for long-term use should be recognized as assets
.
2.In the directors' report must be shown the various movements of the
fixed asset.
3.In the accrued income must be enrolled credits corresponding to proceeds of competence year
payable in subsequent years; under accrued liabilities they must be enrolled debts
corresponding to the year costs that will be incurred in future periods.
The item prepaid expenses must be enrolled costs, to be considered suspended, which have been incurred
before year-end but that compete for future years; as deferred income
must be enrolled proceeds, intended sopesi, which were received before the closing
year but competing in future years. May refer to these items only shares
costs and income common to more 'years, the amount of which it varies over time.

Section III Of the income statement 5

Art. 79

1 Contents of the income statement. The income statement must be prepared in accordance with the following schedule:
A) COMPONENTS POSITIVE:
1) Sales and service revenues;
2) financial revenues;
3) Other revenues and income;
4) Inventories of goods in process and finished products.

TOTAL LOSS FOR THE PERIOD
B) COMPOSITIONS NEGATIVE:
1) Raw materials, supplies, consumables, goods and related taxes and charges;
2) for services;
3) for staff;
4) depreciation and amortization;
5) Change in Inventories of raw materials, supplies, consumables and goods;
6) Provisions for risks;
7) Other reserves;
8) consulting and compensation;
9) finance costs;
10) discounts and rebates;
11) other operating costs.

TOTAL NET INCOME 5

Art. 80
Criteria for evaluation of the budget

1.Ove otherwise expressly prescribed by the provisions of this Act,
in the evaluation of the budget administrators must take into account the criteria established by tax regulations
.

Section IV Of the directors' report

5 Art. 81

1.Il Management report Annual financial statements must be accompanied by a report of the directors on the situation of
society and on operations as a whole, particularly with regard to costs, revenues and
investment.
A) the significant events occurred after the end of the 'period;
B) the business outlook.

5 Art. 82
Specific contents of the directors 'report
1.La directors' report must state, in addition to what is established by other provisions:
a) the criteria applied in the valuation of balance sheet items;
B) changes in the consistency of the three items of assets and liabilities; in particular,
for funds and for severance indemnities, the uses and allocations;
C) the composition of the items accrued liabilities and other provisions in the balance sheet item
, when their amount is appreciable. Section V

Of certification of financial statements 5

Art. Certification of the financial statements 83

1.In the limited companies that issue bonds and anonymous public limited company the
Assembly may decide that the control functions of the regular corporate accounting and correspondence
the budget as a whole is attributed to an auditing firm registered in a special register
set up at the Department of Industry and Crafts prejudice still other
powers assigned to the Board.
2.La independent auditors, who have the right to get yourself from the directors of the company documents and
useful information to review and which can carry out inspections, inspections and controls, provides
at the balance sheet certification once certificate of suitability certificate, is prevailing in
each location up to false evidence.

5 Art. 84
Contributions and revocation of the appointment of the independent auditors
1.Il dl budget certification conferred to an auditing firm
lasts from one to three years and may be renewed up to a maximum of five years and can be
reassigned to the same auditing firm only after at least five years the
financial statements have been audited by a different company.
2.L'incarico can not be given to audit companies that find themselves in situations of
incompatibilities arising from contractual relations, d participation and kinship with
directors of the company to review.
3.La dismissal before the expiration stability can be prepared by the Assembly only for just cause
and simultaneously must be arranged a new transfer, to a different company.

5 Art. 85
of
certifications Relations 1.The certification reports, the opinions expressed and the results of investigations carried out by the company audit
must arise from a special book kept in the society to which they refer.
2.La certification report if it is concluded positively attests to the suitability of Auditors
give a true picture of the assets, liabilities, financial position and profit of the company economic
and also certifies the correspondence of accounts with the report on operations.
Fitness 3.L'attestazione can be made conditional on the notes and recommendations.
4.La certification report that will eventually lead to a denial of eligibility certificate must indicate
analytically all the reasons that prevent a certificate in favor.

5 Art. 86
Liability of certifiers
1.Coloro who signed the certification report and the employees who have made the
accounting control operations are responsible, jointly with the auditing firm, for damages || | resulting from its default or tort against the company
subject to revision and third parties.

5 Art. 87

1.Il enabled Company Industry Department provides for the keeping of a special register of auditing firms
authorized to certify the accounts. 2.Nell'albo
can only be recognized companies au orizzate under special law.
3.they also entitled to carry certificazoni of the auditing company's financial statements that
least five years have obtained public authorization audit activity by
other states.

Section VI Of the transformations and mergers
5

Art. 88

1.La type social transformation can be transformed by resolution resulting from public act
previously authorized by authorization of the State Congress under the prior art. 12.
2.With the same resolution it shall provide training of a new statute.
3.Use the same resolution administrators are in charge of specific tasks
of social activity that goes on under the legal regime applicable to the type of company that has decided to transform
until it has been obtained the recognition of the commissioner's Court
to the new company.
4.La transformation of a partnership into a capital company, as well as the transformation of a company in another
with an inf than capital can not take place without the consent of creditors or
without proper expertise to be acquired by the directors and to the effect
lack of reasons obstacle to transformation.
5.The companies formed without the authorization of the Congress of State may not proceed with the merger by incorporation
and constitution of a new s society without the prior authorization of the
State Congress.

5 Art. 89 Fusion

1.La merger by acquisition is the operation whereby one or more 'society, by
termination without liquidation and transfer to un'ltra the entire assets and liabilities as well as || | all active and passive bonds through the allotment to the shareholders of the merged company
of units or shares of the acquiring company and, where applicable, a cash payment not exceeding ten
percent of the nominal value of the shares or qu te allocated or, in the absence of nominal value
, their accounting par value.
2.La merger by formation of a new company is the operation whereby more 'company,
by their dissolution without liquidation, transfer part iscono to a company that they set up from scratch the entire
assets and liabilities in exchange for the issue to the shareholders of shares of the new company
and possibly a cash payment not exceeding ten percent of
nominal value of the shares allocated or, in the absence nominal value, of their accounting par value
.
3. Each type of merger must be established by a resolution resulting from public act.
4.Each type of merger must be approved by the merging companies on the basis of their balance sheets
erected on the same date and bearing the favorable opinion of
union.
5.Il company's share capital resulting from the merger must in any case be at least equal to
sum of the net capital of the competing companies.
6.La resolution referred to in the fourth paragraph must in the case og indicate:
a) the type and the corporate name of the merging companies;
B) the share exchange ratio and, where applicable, the cash payment;
C) the terms for the allotment of shares of the merged companies;
D) the date from which such shares or qute entitle to dividends as well as any particular
conditions affecting that entitlement;
E) the date from which the transactions of the absorbed company are considered, from the point of view
accounting, carried out on behalf of the merged companies;
F) any rights granted by the merged companies to hold shares or units;
G) the effective date of the merger.

Section VII Of the resolution and winding 5

Art.

90 Dissolution of the company 1.La company melts and must settle:
a) in the case of withdrawal of the approval of the Commissioner's Court in accordance with art. 16;
B) upon expiration of the term is not extended by the shareholders;
C) to achieve the corporate purpose or the impossibility of attaining it;
D) for operation of impossibility;
E) for the reduction of share capital below the legal limit except that the company is not acting promptly
its transformation or the eintegrazione capital in the legal minimum;
F) by the will of all the members or to the absence of all the partners without this
be reinstated;
G) by resolution in corporations;
H) for other causes provided for in the constitution or the statutes.
2. When there is an event giving rise to the company's dissolution of the non
administrators can undertake several new operations. If ontrario responsibilities for business undertaken
borne jointly and without limit on directors who have acted.

5 Art. 91
liquidation procedures

1. When there is an event giving rise to the company's dissolution must be resolved to
liquidation with the simultaneous appointment of one or more 'liquidators. The instrument appointing
must indicate the end, in any case not more than three years, within which the liquidation
procedures must be completed unless expressly extension of the Commissioner's Court.
2.La winding its aim is the definition of social relations
pending at the time of the dissolution of the company and the conversion of the assets into money even if, first, the liquidators
will see if there are economic conditions permitting
preserve in all or part of the economic and social values ​​constitute the by all the tangible and intangible
assets of the company and, if necessary, submit to the Court commissioner's a reorganization plan
company run by one or more 'Extraordin the commissioners with the powers and the limits that the Court, by
wide discretion, be deemed to be fixed.
3.Se the memorandum does not provide a way to liquidate the company's assets, if the members are not
agree in determining whether or not an agreement within thirty days from the occurrence of the cause
determining the dissolution the settlement is made up of one or more 'liquidators appointed by the Court
commissioner ex officio or at the request of anyone interested.
4. For serious reasons, the Commissioner's Court, ex officio or upon request of interested parties, may revoke the appointment
to the liquidators appointed by the company and although nominate other.
5.The liquidators can perform acts of alienation and conversion of corporate assets, may
accept and collect debts, sue and be sued by the company, and to compromise unless
duty to acquire the permission of the commissioner's Court in the case of transactions involving immovable property
.
6.The liquidators can not perform transactions nor niziare judgments in the name and on behalf of
company 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 authorization of the Commissioner's Court
.
7.Entro 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 law.
8.Al end of the liquidation procedures, liqu employers present a final report with
distribution plan to the shareholders of any gain or residu. The final report of the liquidators must be
filed with the Clerk of the Commissioner's Court, where it remains available to interested
for thirty days and this filing must ssere date news In the album of the same
Court and in the the Public Palace.
9.Qualora, within one month of the expiry of the deadline mentioned in the preceding paragraph, are presented
opposition to the plan to share m means of quotation of the liquidator, the Court
commissioner, with interlocutory proceedings, decide on by judgment. If no objections arise, or if they are rejected
We approved the project with ordi anza and the decision of the Court
immediately make the project operational.
10.Approvato the final liquidation, the liquidators shall request the cancellation of
company from the Registrar of Companies and the publication of the measure in the Official Bulletin of the Republic
. With the cancellation of the company from the register, the company is extinguished.
11.The indebtedness due to the liquidation to shareholders and creditors not withdrawn by
entitled are deposited in state-boxes or in a credit institution of the Republic
for three years, after which , they are devolved to charity through
Institute for Social Security. However, if the s cial creditors were not satisfied in full, the amount
should be apportioned between them in proportion to their credit.
12.The books and documents of the company should be retained along with the receipts of
made payments to creditors for the next c nque years in the places and with the guarantees established by this law
. Section VIII

The state of crisis

5 Art. 92
temporary crisis state
1.If the company, after the start-up phase, is unable, after three consecutive years,
of the recurrent cost of management and economic-financial deficit not It can be overcome without the
recourse to a special plan of restructuring or conversion, administrators, based on
a program that convinces possibility of rehabilitation and recovery of the company, may

Ask the Commissioner's Court freezing the debt for a fixed period of time
not longer than two years.
2.Il Court commissioner, should assess positively the request and grant the moratorium, can also set
all charges, terms and conditions it deems appropriate to safeguard the rights
creditors, savers and the workers concerned as well as the economic and social heritage
constituted by the company in its entirety.

5 Art. 93
insolvency State
1.If the ways society in a state of crisis that appears irreversible and the company does not ask or do not get
the moratorium provision in the previous article the company's creditors can
ask the commissioner's Court that the st ssa company is declared insolvent.
2.When declared insolvent pronounced after hearing the directors, shall achieve the
compulsory winding-up proceedings and the same Court ruling that the state of insolvency
appoint one or more 'court liquidators giving them any specific and appropriate power. Chapter VIII Final provisions


Art. 94

Competence in disputes 1.The company incorporated under this Act shall be subject to the exclusive and absolute
Court Law Sammarinese for disputes between shareholders and the company, among
members as such, for those in which the company is the defendant and those of liability against
administrators, auditors and managers of the company as well as between them and the company.
2.Nello Articles of the Company, with respect to internal relations, or in the individual contracts, as to
relations with third parties, can be freely provided for arbitration clauses that demandino and
govern the judgment on any disputes to a or more 'referees.
3.Non has allowed the arbitration clause in the employment contracts.
Art.

95 Statute of limitations 1. All actions relating to corporate management, relations between shareholders as such and the liability action
against the directors, auditors and managers of the company,
lapse within two years dating respectively from the publication or from 'posting of the news or the deposit
Stationery act that gives rise to disputes or the day on which this was done.
2.Se the action is based on a decision or transaction that should have been published,
announced or filed and what did not take place, the period runs from the day when the actor I've
aware.
Art. 96

Appeals 1.Contro all measures adopted by the Commissioner's Court pursuant to this
law, with specific reference to those grants, refuses or withdraws recognition legal
, may be submitted to Judge appellations of civilians by anyone with an interest
.
2.Il appeal suspends the effect of the contested measure save as otherwise provided the same
Court commissioner, contextual or succesiva or different
interlocutory decision of the Judge of Appeal. These, received the appeal, he may introduce terms of proof,
rebuttal and the final allegations, as well as to decide with their own judgment, if
upheld the complaint, the legal relationships arising on the basis of contested measure. 3.L'atto
containing the appeal is filed by the defense in the Clerk of the Court
commissioner, along with the reasons and the documents proving the applicant's interest and the
basis of the complaint, in thirty days of the publication of the measure
in the album of the Public Palace and the Palace of the Court. It is subject to the tax
civil appeal. 4.Non
are allowed additional or different means of appeal.

TRANSITIONAL PROVISIONS Art. 97
1.La Act 45 companies of December 21, 1942 and its subsequent amendments and additions
, is repealed subject to the provisions of the following article.
Art. 98
1.The companies already in existence at the date of enactment of this Act may continue to
act under the existing legal regime n. 45 of December 21, 1942 and subsequent amendments and additions
until the end of 31 December 1992.
2. After that date, the companies that have failed to adapt type and social structure to the new law
undergo d 'office to procedur liquidation.
3.The directors and auditors of the company's existing before the entry into force of this law
decay from their respective offices within aximum of 31 December 1992 without prejudice

The faculty for the Assembly to extend the tasks in compliance with the minimum legal requirements.
Art. 99
1.The company placed in liquidation after the entry into force of this Act are paid
under the new provisions. 0

Art. 100
1.La This Act comes into force on the fifteenth day following that of its legal publication
.
Our Residence, this day of 20 June 1990/1689 Foundation of the Republic THE CAPTAINS REGENT

Adalmiro Bartolini - Ottaviano Rossi

THE SECRETARY OF STATE FOR INTERNAL AFFAIRS
Alvaro Selva || |
ERRARA CORRIGE EDITORIAL The BU # 6 of June 1990 mistakenly brings art. 20
a) "... the * autorizzazioneo ..." instead of "... the * authorization or ..."