DIVISION-DISSOLUTION
(Division-dissolution. Extension)
1. The division-dissolution mentioned in subparagraph b) of paragraph 1 of
article 293 shall include all the patrimony of the company to be divided.
2. If the resolution for division did not set criteria for the attribution of
assets or liabilities that are not mentioned in the definitive division project,
the assets shall be distributed among the new companies in accordance with the
proportion arising from the division project; the new companies are jointly and
severally liable for any debts, and a company that pays debts of an amount
higher than the proportion arising from the division project has a right of
return against the new companies.
(Participation in new company)
The shareholders of a company divided by division-dissolution participate in
each of the new companies in accordance with the proportion in which they
participated in the former, except if there is an agreement among the interested
parties to the contrary.
(Applicable provision)
Article 287 is especially applicable to division-dissolution, with the
necessary adaptations.
DIVISION-MERGER
(Special requirements)
The requirements to which the transfer of certain assets or rights may be
subject in accordance with the law or contract are not dispensed with in the
case of a division-merger.
(Creation of new companies)
1. In the creation of new companies by the simultaneous division-merger of
two or more companies, only these can intervene.
2. The participation of the shareholders of the divided company in the
formation of the capital of the new company cannot exceed the value of the
assets separated, liquid of any debts that contractually accompany them.
(Applicable provisions)
1. The provisions of article 279 and of articles 288 and 289 are especially
applicable to the division-merger, with the necessary adaptations.
2. The provisions of articles 299 and 300 are also applicable to the
division-merger if the divided company keeps its legal personality; the
provisions of articles 287, 290, 301 and 302 are applicable in the opposite
case.
TRANSFORMATION OF COMPANIES
(General principles)
1. Except in the case of legal prohibition, any company can adopt a different
type after its creation and registration.
2. Civil companies can transform themselves into commercial companies,
provided that they adopt one of the types mentioned in paragraph 1 of article
174; the rules on the creation and registration of companies shall apply to
this, with the necessary adaptations.
3. The transformation of a company does not cause its dissolution.
(Impediments to transformation)
A company cannot be transformed:
a) if the capital participations mentioned in the articles of association,
and already matured, have not been fully paid;
b) if the balance sheet of transformation shows that the net worth of the
company is lower than its capital;
c) in the case of a public company, if it has issued bonds convertible into
shares which have not yet been fully refunded or converted.
(Report by administration)
1. The administration of a company shall organize a report justifying the
transformation, which shall have attached:
a) an especially prepared balance sheet of the company;
b) a draft of the articles of association that shall regulate the company.
2. If the general meeting that decides upon the transformation takes place
within 60 days following the approval of the balance sheet of the last
accounting period,
the presentation of a special balance sheet shall be dispensed with, and the
former shall be attached to the report.
3. The provisions of this Code on the supervision of the project and the
consultation of documents in case of merger of companies shall apply, with the
necessary adaptations.
(Resolutions)
1. The following matters shall be object of separate resolutions:
a) the approval of the balance sheet;
b) the approval of the transformation and of the articles of association that
shall regulate the company.
2. Resolutions for transformation causing for all or some shareholders the
assumption of unlimited liability, or that imply the elimination of special
rights, are only effective if approved by those shareholders who will assume
that liability or by the holders of the affected special rights.
3. The new articles of association cannot set longer time limits for the
payment of capital participations not yet matured, nor can they contain
provisions that hinder or in any way limit the previously existing rights of
bondholders.
(Formalities of transformation)
The provisions on amendment of articles of association shall apply to the
transformation of companies in all matters that are not especially regulated in
this Section.
(Participations of shareholders)
1. The proportion of each participation in relation to the capital cannot be
modified, except with the agreement of all shareholders.
2. If, as a consequence of transformation, it becomes impossible to have
industry shareholders, an agreed capital participation shall be attributed to
them, and the participations of the other shareholders shall be proportionally
reduced.
(Exoneration of opposing shareholders)
1. Those shareholders who did not vote in favor of the resolution for
transformation can exonerate themselves from the company, communicating that
intention in writing within 30 days from the registration of the transformation.
2. Shareholders who exonerate themselves from the company in accordance with
the previous paragraph shall be paid the value of their participation, in
accordance with article 343.
3. If the payment of the value of the participations of shareholders
exonerating themselves from the company affects the company capital, all
shareholders shall be called on to decide on a revocation of the transformation
or on a capital reduction.
4. Exoneration is effective from the date of its registration.
(Guarantees of third parties)
1. Transformation does not affect the personal and unlimited liability of the
shareholders for previously created company debts.
2. The personal and unlimited liability of the shareholders that may result
from the transformation of a company does not include previously created company
debts.
3. The rights of enjoyment or of guarantee existing over company
participations at the date of the transformation are maintained, and shall have
as object the new corresponding participations.
DISSOLUTION AND LIQUIDATION
DISSOLUTION
(Causes of dissolution and their registration)
1. Companies are dissolved in the cases mentioned in the law, in the articles
of association, and also:
a) by a resolution by shareholders;
b) by the expiry of the time limit for its duration;
c) by the suspension of activity for a period longer than three years;
d) by the non-exercise of any activity for a period longer than 12
consecutive months, if activity is not suspended in accordance with article 193;
e) by the extinction of its object;
f) by supervening illegality or impossibility of its object if, within 45
days, its amendment has not been decided by shareholders, in accordance with the
rules applicable to the amendment of the articles of association;
g) if the accounts of the accounting period show that the net worth of the company is
less than half of the value of the company capital, except as provided in
article 206;
h) by bankruptcy;
i) by judicial decision determining dissolution.
2. In case of doubt as to the occurrence of a cause of dissolution and in the
case mentioned in subparagraph e) of the previous paragraph, a general meeting
shall be called to decide on the recognition or not of the dissolution or on the
extension of the duration of the company or on the amendment of its object.
3. Any creditor or the Public Ministry has legitimacy to request from the
court a declaration of dissolution of a company due to the occurrence of any
fact that causes it, even if there is a resolution by shareholders not
recognizing the dissolution in accordance with the previous paragraph.
(Effects of dissolution)
1. The effect of dissolution is the commencement of the liquidation of the
company.
2. Dissolution takes effect from the date on which it is registered or, in
relation to the parties, on the date from which the judicial decision declaring
or determining it can no longer be appealed.
(Obligations of the administration of a dissolved company)
1. After dissolution, administrators shall submit to the approval of the
shareholders, within 60 days, the inventory, balance sheet and profit and loss
account, prepared on the basis of the date of registration of the dissolution.
2. Once the accounts are approved by the shareholders, those administrators
who do not become liquidators shall deliver to the liquidators the documents,
books, papers, records, money and goods of the company.
3. The administrators shall also provide all information and clarifications
on the activity and situation of the company that may be requested by
liquidators.
LIQUIDATION
(General rules)
1. A company in liquidation continues to have legal personality; except if
there is an express provision to the contrary, the provisions that regulated it
until the dissolution shall continue to apply.
2. A company in liquidation keeps the same firm, with the addition of the
expression 'in liquidation' ['em liquidação'].
(Time limit for liquidation)
1. An extrajudicial liquidation cannot last more than two years from the date
of registration of the dissolution until the registration of the closure of the
liquidation.
2. If the liquidation is not completed within that time limit, it shall
continue by judicial means; the liquidators shall request the judicial
continuation of the liquidation within eight days after the expiry of the time
limit mentioned in the previous paragraph.
(Liquidators)
1. The administrators of a company shall become its liquidators, except if
there is a clause of the articles of association or a resolution to the
contrary.
2. Collective persons cannot be appointed liquidators, with the exception of
lawyers' partnerships or firms of accounting auditors.
3. If there is just cause, any interested party can request the judicial
dismissal of the liquidators.
4. The liquidators commence their functions on the date of approval of the
accounts mentioned in paragraph 1 of article 317.
(Rules applicable to liquidators)
1. With the exception of the legal provisions that apply especially to them
and of the limitations resulting from the nature of their functions, liquidators,
in general, have the duties, powers and liability of company administrators.
2. Liquidators can only initiate new operations in the framework of the
object of the company, or borrow funds, if there is a previous resolution by
shareholders.
3. Liquidators shall especially close the transactions and operations already
initiated by the date of dissolution, collect the credits and perform the
obligations of the company and, except if there is an unanimous resolution of
the shareholders, transform the remaining patrimony into funds.
4. Liquidators shall demand from shareholders any contributions not paid, to
the extent that these may be necessary to the performance of the obligations of
the company or to pay the costs of liquidation.
(Annual accounts, final accounts and report of liquidators)
1. Besides the accounts that by the end of each accounting period must be presented to
shareholders on the financial position of the company and the progress of
liquidation, liquidators shall present final or closing accounts, together with
a complete report on the liquidation and a proposal for the distribution of the
remaining assets.
2. After the approval of the final accounts and the proposal for
distribution, the shareholders shall appoint a depositary for the books and
documentation of the company, which shall be kept for five years.
3. The final accounts can only be presented to the shareholders after all
third party credits known to the liquidators have been paid or provided for.
4. Liquidators are directly liable to creditors for damage caused to them as
a result of the non-fulfillment of the previous paragraph.
5. If the assets of the company are not sufficient for the payment of all its
debts, the liquidators shall file for bankruptcy of the company as soon as they
realize this, except if the unlimited liability shareholders pay those debts.
(Approval of final accounts, distribution, registration and extinction of
company)
1. After the approval of the final accounts, the assets, liquid from the
expenses of the liquidation and from tax and registration debts not yet matured,
are distributed among the shareholders in accordance with the articles of
association or, in their absence, in accordance with the following paragraphs.
2. The remaining assets shall be used first to reimburse the amount of
capital contributions effectively paid; this amount shall be the fraction of the
capital corresponding to each shareholder, without prejudice to any provisions
of the articles of association for the case in which the assets with which a
shareholder contributed his entry have a value higher than such nominal
fraction.
3. If a full refund cannot be done, the existing assets are distributed among
the shareholders in such manner that the shortage falls on each of them in
accordance with the proportion of his respective part in the losses of the
company; to such effect, account must be taken of the contributions due from
shareholders.
4. If after the full reimbursement there is a balance, it shall be shared in
accordance with the ratio applicable to the distribution of profits.
5. Any balance from liquidation which cannot be handed to the respective
shareholder shall be deposited in his name in an authorized bank of the
Territory.
(Registration and extinction of company)
1. Liquidators shall request the registration of the resolution closing the
liquidation within 15 days, attaching the documents mentioned in paragraph 1 of
article 322.
2. The company is extinguished as of the date of registration of the closure
of liquidation.
(Supervening assets and liabilities)
1. After registration of the closure of liquidation and the extinction of the
company, the former shareholders are jointly and severally liable for company
liabilities that have not been considered in the liquidation, up to the amount
that they have received in the distribution of the balance of the liquidation,
without prejudice to the provisions on unlimited liability shareholders.
2. Any judicial proceedings in which the company is involved shall continue
after its extinction; the company is considered as replaced by the shareholders
as of the date of dissolution; proceedings are not suspended and habilitation
[habilitação] is not necessary.
3. If after registration of the closure of the liquidation assets of the
company that were not distributed are found, any of the shareholders mentioned
in the previous paragraph can propose to the others an additional distribution,
which shall be made in accordance with terms agreed by all.
PUBLICITY OF COMPANY ACTS
(Publication)
1. The publication of company acts, required by the law or by the articles of
association, shall be done in accordance with article 62.
2. If publications have to be made in both official languages, the
translation from one language to the other shall contain a statement declaring
that the text was faithfully translated; such statement shall made before the
company secretary or, if he does not exist, before an administrator, and
certified by them.
(Liability for discrepancy)
1. A company is liable for damage caused to shareholders or third parties by
any discrepancy between the content of acts practiced, the content of
registration and the content of publications; the administrators and the company
secretary, if there is one, are jointly and severally liable with the company,
except if they prove that they acted without fault.
2. The administrators and the company secretary, if there is one, shall adopt
the measures necessary for the correction of discrepancies, in the shortest time
possible, from the date when they gained knowledge of these.
3. In the case of discrepancy between the content of any publication and of
registration, the company cannot invoke the published text against third
parties, but the third parties can invoke it, except if the company proves that
the third party knew of the text mentioned in the registration.
(Mentions in documents addressed to third parties)
Without prejudice to the provisions of special laws, all contracts,
correspondence, publications, announcements and generally all documents
addressed by the company to third parties shall always mention the firm,
registered office, registration number and company capital, as well as the
amount of capital effectively paid, if this is different.
SUPERVISION BY PUBLIC MINISTRY
(Supervision by Public Ministry)
1. The Public Ministry shall request, without the need for a prior
declarative procedure, the judicial liquidation of companies that:
a) not being registered, exercise activity for more than three months;
b) are not incorporated or do not function in accordance with the law; or
c) have an object which is unlawful or contrary to public order.
2. The court shall order the notification of the request to the company and
to the shareholders and, if correction of the situation is possible, shall set a
reasonable time limit for it.
LIMITATION OF ACTIONS
(Limitation of actions)
1. The rights of a company against shareholders, administrators, members of
the supervisory board or single supervisor, company secretary and liquidators,
as well as their rights against the company, are barred five years from:
a) the start of delay, regarding the obligation of payment of capital or
supplementary payments;
b) the end of willful or negligent conduct, or from its revelation if it has
been hidden, and from the occurrence of damage, irrespective of whether the
damage has fully occurred, in relation to the obligation to compensate the
company;
c) maturity, in relation to any other obligation.
2. The rights of shareholders and of third parties arising from liability
towards them by other shareholders, administrators, members of the supervisory
board or single supervisor, company secretary and liquidators shall be barred
five years from the moment mentioned in subparagraph b) of the previous
paragraph.
3. Credit rights of third parties against the company which can be exercised
against former shareholders, and rights that the latter can exercise against
third parties, in accordance with article 325, shall be barred five years from
the registration of the extinction of the company, if they are not earlier
barred in accordance with other provisions.
4. The rights to compensation mentioned in article 289 are barred five years
from the date of registration of a merger.
5. If the fact from which the obligation arises is a crime for which the law
sets a longer period of limitation of actions, such period shall apply.
GENERAL PARTNERSHIPS
GENERAL PROVISIONS
(Characteristics)
1 In a general partnership each partner is subsidiarily liable in relation to
the partnership and jointly and severally with the other partners for the
obligations of the partnership, even if these have been contracted prior to the
date when he joined.
2. A partner who pays for obligations of the partnership has a right of
return against the other partners, in the proportion in which they share in the
losses of the partnership.
3. In case of the mismatch mentioned in paragraph 4 of article 201, the other
partners are subsidiarily liable towards the partner at issue, and jointly and
severally liable among themselves for the payment of the difference in money.
4. A person who, not being a member of the partnership, acts in any way
towards third parties as if he was, is jointly and severally liable with the
partners towards the persons who have negotiated with the partnership in the
belief that he was a partner.
(Partners and their contributions)
1. General partnerships can only be created by at least two partners, who can
contribute with capital or with industry.
2. The time limit of delay of payment of capital participations cannot exceed
five years.
(Content of articles of association)
1. The articles of association of a general partnership shall especially
mention:
a) the complete name of each partner;
b) the value attributed to the industry contributions, in order to determine
the distribution of profits.
2. Industry partners shall, in an attached statement, describe in summary
form the activities that they undertake to perform.
(Industry partners)
1. The value of industry contributions is not computed in the capital of the
partnership.
2. In internal relations, industry partners do not share in losses, unless
there is a clause of the articles of association to the contrary.
(Competition and participation in other partnerships or companies)
1. A partner can only exercise, for his own or other persons' account, an
activity covered by the object of the partnership, or be an unlimited liability
partner of another partnership, or be a shareholder with a participation of more
than 20% in the capital or in the profits of a partnership or company whose
object coincides totally or partly with the former, with the express assent of
all the other partners.
2. A partnership can demand that a partner transfers to it the right to the
profits obtained or to be obtained in breach of the previous paragraph, and
shall do so within 30 days from knowledge of the forbidden fact and, in any
case, within six months from its occurrence.
3. The assent mentioned in paragraph 1 is presumed if the exercise of the
activity or the participation in another partnership or company is prior to the
joining of the partner, and all the other partners had knowledge of such facts.
(Right to information)
1. Besides the right to information provided for in this Code, a partner who
is not an administrator has the right to be informed of the state of business
and the patrimonial situation of the partnership; the administrators shall allow
him to inspect the property of the partnership and to consult, at the registered
office, the respective accounting, books and documents.
2. In consulting accounts, books or documents and in inspecting the property
of the partnership, the partner can be accompanied by an expert, and can also
make use of the powers mentioned in the Civil Code regarding reproduction of
documents.
(Inter vivos transfer of participations)
1. The assent of all the others is necessary for a partner to transfer inter vivos his participation in the partnership.
2. Special rights are not transmitted with the participation.
REDEMPTION, DECEASE, EXECUTION, EXONERATION AND EXCLUSION
(Redemption of participations)
1 The participation of a partner shall be redeemed in the following cases:
a) decease of the partner, unless any of the cases mentioned in the following
article takes place;
b) execution of the participation, in accordance with the law;
c) exclusion or self exoneration of the partner.
2. If the redemption of a participation is not accompanied by a corresponding
reduction of the capital, the participations of the other partners shall be
proportionally increased; this fact shall be registered.
3. Partners can, however, pass a unanimous resolution creating one or more
participations, of a nominal value equal to the one that was extinguished, for
immediate transfer to partners or third parties.
4. The redemption of participations shall be done in accordance with article
343.
5. After registration of the redemption of a participation, the liability of
the partner or of his heirs in case of death, continues for two years, in
relation to transactions concluded before that moment.
6. The redemption of a participation cannot take place if, at the moment of
its execution, the net worth of the partnership, after the payment of the
redemption, will become lower than the capital of the partnership.
7. If redemption of a participation is to take place as a result of the
decease of a partner, or of the self-exoneration of a partner on the basis of
paragraph 2 of article 341, and it cannot be effected due to the reasons
mentioned in the previous paragraph, no profits shall be distributed until the
payment of the redemption is made without breach of the previous paragraph.
8. If by exclusion of a partner the redemption cannot take place for the
reasons mentioned in the previous paragraphs, the partner gains the right to
profit and to a share in the liquidation, until payment is made to him.
(Decease of a partner)
1. If the articles of association do not provide to the contrary, in case of
decease of a partner the remaining partners shall redeem the respective
participation; however, they can continue the partnership with the heirs if the
latter agree to this within 90 days, or instead decide to dissolve the
partnership, in which case they shall inform the heirs within 60 days from the
moment at which any of the partners knew of the decease.
2. If the heirs are called to the partnership they can freely divide the
participation of the deceased, or entitle one or some of them to it.
(Execution of participation)
1. If other assets of a partner enable payment, a private creditor of such
partner can only execute his right to profit and to share in the liquidation.
2. If the other assets of such partner become insufficient, the creditor can
demand the redemption of his participation.
(Exoneration)
1. Besides the cases mentioned in the law or in the articles of association,
if the duration of a partnership is for an undetermined period of time or if it
was established for the duration of the life of a partner or for a period longer
than 30 years, any partner who has had this capacity for at least 10 years has
the right to exonerate himself.
2. The same right is recognized to any partner if, against his express vote
and despite the existence of just cause, the partnership has resolved not to
dismiss an administrator or exclude a partner, if such right is exercised within
90 days from the date at which he gained knowledge of the fact allowing
exoneration.
3. Exoneration only becomes effective at the end of the annual accounting
period in
which the respective communication is made, but never sooner than 90 days from
it.
(Exclusion of partner)
1 A partnership can exclude a partner in the cases mentioned in the law and
in the articles of association, and also:
a) if a serious breach of his obligations towards the partnership is
imputable to him, namely the obligation of non-competition, or if he is
dismissed from the administration on the basis of a just cause consisting in a
negligent fact that may cause damage to the partnership;
b) in case of interdiction, inability, declaration of bankruptcy or
insolvency of the partner;
c) in the case of an industry partner, if it becomes impossible for him to
render to the partnership the services for which he is obliged.
2. A resolution of exclusion must obtain the votes of all other partners, and
shall be approved within the 90 days following the day on which any of the
administrators gained knowledge of the fact that allows the exclusion.
3. If the partnership has only two partners, the exclusion of either of them,
on the basis of any of the facts mentioned in subparagraphs a) and c) of
paragraph 1, can only be declared by the court.
4. The calculation of the value of the participation of the excluded partner
shall be made with reference to the moment of the resolution of exclusion or, if
it is the result of a judicial decision, the date by which the sentence can no
longer be appealed.
(Appraisal of participation)
1. In cases of death, exoneration or exclusion of a partner, the value of his
participation shall be determined by an accounting auditor on the basis of the
state of the partnership at the date on which the fact determining the
redemption occurred or produced effect; if there is business underway, the
partner or the heirs shall participate in the profits or losses resulting from
it.
2. The applicable part of paragraphs 2 to 4 of article 323 shall apply to the
appraisal of participations, with the necessary adaptations.
3. Without prejudice to paragraph 6 of article 338, the payment of the
redemption value shall be made, unless there is an agreement to the contrary,
within six months from the day in which the fact determining the redemption
occurred or produced effect.
RESOLUTIONS OF PARTNERS AND ADMINISTRATION
(Resolutions of partners)
1. Except if there is a provision of the law or articles of association to
the contrary, resolutions that obtain the favorable votes of the majority of the
partners are considered as passed.
2. The following can only be approved by unanimity: amendments to the
articles of association, merger, division, transformation, dissolution and
appointments of administrators who are not partners.
3. Each partner has one vote.
4. Paragraph 1 of article 379 applies to the calling of general meetings.
(Administration and supervision)
1. Except if there is a stipulation of the articles of association to the
contrary, all partners are administrators, whether they have created the
partnership or acquired that capacity later.
2. Persons who are not partners can be elected as administrators by means of
an unanimous resolution by partners.
3. Except if there is a stipulation of the articles of association to the
contrary, a partner administrator can only be dismissed if there is just cause,
either by means of a resolution taken by the majority of the other partners or
by a judicial decision issued in proceedings initiated by any of them.
4. The removal of a partner administrator, if the partnership has only two
partners, or if the former has been appointed through a special clause of the
articles of association, can only be decided by the court.
5. An administrator who is not a partner can be dismissed at any time, with
the votes of all partners, or of the majority if there is just cause.
6. In the absence of a supervisory board or a single supervisor, the
supervision of the partnership is a competence of all partners.
(Functioning of administration)
1 The management and representation of a partnership is conducted by the
administrators; in the absence of a stipulation of the articles of association
to the contrary, all have equal and independent powers.
2. An administrator binds the partnership with his signature, mentioning the
capacity in which he intervenes; the latter can be indicated by means of the
apposition of a stamp of the administration or a seal of the partnership.
3. Any administrator can oppose acts that the others intend to execute; it is
for the majority of the administrators to decide on the merits of the
opposition.
DISSOLUTION AND LIQUIDATION
(Dissolution and liquidation)
1. Besides the cases mentioned in the law, a partnership is dissolved if the
number of partners is reduced to one and, within three months, a plurality of
partners is not reestablished or the partnership transformed into a single
shareholder private company.
2. The partnership can also be judicially dissolved upon request of an heir
of a deceased partner or upon request of a partner who has exonerated himself on
the basis of paragraph 2 of article 341, if the situation mentioned in paragraph
6 of article 338 lasts for three years.
3. In order to pay the debts of a partnership, liquidators shall claim from
the partners, besides the unpaid capital participations, the amounts necessary,
in accordance with the proportion in which they share in losses; the part of an
insolvent partner shall be divided by the others in accordance with the same
proportion.
4. If dissolution by reason of the expiry of a time limit stated in the
articles of association takes place, an extension can be agreed by the majority
of the partners; the rules on the redemption of participations shall apply to
partners who exonerate themselves.
LIMITED PARTNERSHIPS
(Types of limited partnerships)
A limited partnership can be created as a simple limited partnership or, if
the participations of the silent partners are represented by shares, as a
partnership limited by shares.
(Characteristics)
1. The distinctive elements of a limited partnership are the general
partnership, which comprises the general partners, and the silent partnership of
funds.
2. Each silent partner is liable only for the payment of his capital
participation, and cannot contribute with industry; general partners are liable
for the obligations of the partnership in the same manner as the partners of a
general partnership.
3. Private companies and public companies can be general partners.
(Content of articles of association)
1. The articles of association of a limited partnership shall indicate
separately the silent partners and the general partners.
2. The articles of association shall specify if the partnership is created as
a simple limited partnership or as a partnership limited by shares.
(Rules applicable to limited partnerships)
1. The rules on general partnerships shall apply to limited partnerships, to
the extent that they are compatible with the norms of this Chapter.
2. In partnerships limited by shares, the provisions on public companies
shall apply to the silent partnership of funds in everything that is not
especially regulated in this Chapter.
(Resolutions)
1. Silent partners and general partners vote separately; each general partner
has a vote, and each silent partner has a vote for each 100 patacas of capital
held.
2. Resolutions approved by an absolute majority of the votes of general
partners and by an absolute majority of the votes of silent partners are
considered as passed, without prejudice to different provisions of the law or
articles of association.
3. Resolutions on dissolution, merger, division or transformation of the
partnership and those that have as effect an amendment to the articles of
association, are only considered approved if they obtain the unanimous vote of
the general partners and two-thirds of the votes of the silent partners.
(Administration)
1. Except if there is a stipulation in the articles of association to the
contrary, all general partners are administrators, whether they have created the
partnership or acquired that capacity later.
2. Persons who are not general partners can be elected as administrators by
means of a unanimous resolution of the general partners and of two-thirds of
the silent partners.
3. Except if there is a provision in the articles of association to the
contrary, an administrator general partner can only be dismissed if there is
just cause, by a resolution passed with the favorable votes of the majority of
the other general partners and the majority of the silent partners, or by a
judicial decision pronounced in proceedings initiated by any of them.
4. If the partnership has only one or two general partners and any of them or
both are the only administrators, they can only be dismissed by a judicial
decision, if there is just cause, upon petition of any partner.
5. An administrator who is not a partner can be dismissed at all times; the
same votes required for his election are necessary, unless there is just
cause, in which case the concurrence of the votes of the majority of the general
partners and of the majority of the silent partners suffices.
(Transfer of participations)
1. The transfer inter vivos and for reason of death of the participation of a
general partner requires the unanimous assent of the other general partners, as
well as a resolution approved by the majority of the votes of the silent
partners.
2. The transfer inter vivos of the participation of a silent partner of a
simple limited partnership requires a resolution passed by the majority of both
the general partners and the silent partners.
3. In case the transfer of the participation of a silent partner is not
authorized, the provisions on redemption of participations shall apply, with the
necessary adaptations.
(Dissolution)
1. A partnership is dissolved by the absence of all general partners if,
within 45 days, a new partner is not admitted or the transformation of the
partnership into a private or public company is not decided.
2. In the absence of all silent partners, a partnership is dissolved if,
within 90 days, a new silent partner is not admitted or the partnership is not
transformed either into a general partnership or, if the partnership has only
one general partner who is not a collective person, into a single shareholder
private company.
PRIVATE COMPANIES
GENERAL PROVISIONS
(Characteristics)
1. The capital of a private company is broken down into shares and the
shareholders are jointly and severally liable for the payment of all shares in
accordance with the provisions of article 362.
2. Shares cannot be embodied in negotiable instruments and cannot be
designated as stock.
3. In addition to the requirements of paragraph 5 of article 179, the
articles of association of private companies shall specify the share of capital
held by each shareholder.
(Direct liability of shareholders towards company creditors)
1. The act of incorporation can stipulate that one or more specified
shareholders are also liable, up to a certain amount, towards the company
creditors, in addition to their liability towards the company in accordance with
paragraph 1 of the previous article.
2. The act of incorporation can either provide for a joint and several
liability with the company or for a subsidiary liability; however, the type of
liability shall be the same for all shareholders that have such liability.
3. The liability regulated in the previous paragraphs includes only
obligations undertaken by the company while the shareholder is a member of it,
and is not transferred as a result of the death of the shareholder, without
prejudice to the transfer of his former obligations.
4. A shareholder who pays company debts in accordance with this article has a
right of return against the company for the full amount that he has paid, but
not against the other shareholders.
(Maximum number of shareholders)
1. A private company cannot have more than 30 shareholders.
2. No act which causes the number of shareholders of a private company to
become greater than 30 shall have effect in relation to such company before it
is transformed, by a shareholders' resolution, into a public company.
3. If the fact that causes the number of shareholders to exceed the limit
stated in paragraph 1 is mortis causa, the heirs can request the court to set a
reasonable time limit, under penalty of dissolution, in order to decide upon
transformation into a public company.
4. Whenever a share is held in common by several persons, they shall be
regarded as only one shareholder for the purpose of this article.
(Minimum company capital)
1. Company capital shall always correspond to the sum of the nominal value of
the shares.
2. A private company cannot have a capital lower than 25 000 patacas.
[As amended by Law no. 6/2000, of April 27]
RELATIONS BETWEEN SHAREHOLDERS AND THE COMPANY
SHARES AND THEIR PAYMENT
(Shares)
1. The nominal value of each share shall be expressed in patacas, shall be
equal to or higher than 1 000 patacas, and shall represent a multiple of 100.
2. The previous paragraph applies to shares arising from division.
3. The capital subscribed by each shareholder in the act of incorporation can
only correspond to one share; the capital that any shareholder subscribes or
holds after an increase of capital can only correspond to one new share.
4. Shares to which special rights are attached are always independent and
indivisible.
(Moment of payment of shares)
1. The payment of shares due in money can be delayed, up to half of their
nominal value, provided that the amount thus paid in money, in addition to the
nominal value of the shares paid in kind, make up a value equal to or higher
than the minimum capital stated in paragraph 2 of article 359.
2. Payment of shares can only be delayed, for a period of no more than three
years, until a specified date indicated or to be indicated by the
administration.
3. If the administration has to indicate such date and fails to do so, the
payment shall mature three years from the date of registration of the act of
incorporation of the company, or from the resolution of increase of capital.
(Liability of other shareholders for payment of shares)
1. If a shareholder does not punctually pay his share, the other shareholders
shall pay the delayed part in proportion to their shares, but jointly and
severally with the company.
2. Before notifying the other shareholders to pay the part in debt in
accordance with the previous paragraph, the administration of the company shall
serve notice to the shareholder in delay, by means of a registered letter, that
he has a supplementary time limit of 60 days from the sending of the letter to
pay the share, without prejudice to paragraphs 2 and 3 of article 204.
3. If the shareholder in delay does not pay the share within the time limit
set in accordance the previous paragraph, the company shall notify the other
shareholders to pay the part in delay.
4. The share, in its totality, shall belong to the shareholders who pay the
missing part, in accordance with the proportion of the amount of their payments;
for this purpose, the share shall be divided and added to their respective
shares.
5. A shareholder who loses his share in accordance with the previous
paragraphs does not have the right to reimbursement of the amounts already paid
for the account of the payment of the share.
6. The shareholder shall be served notice of these consequences in the letter
mentioned in paragraph 2.
7. The company secretary or, if one does not exist, an administrator shall
enter the corresponding amendments in the books of the company and arrange
registration.
(Pre-emption right in case of increase of capital)
1. Shareholders have a pre-emption right in the subscription of capital
increases.
2. Paragraph 4 of article 469 shall apply to the limitation or exclusion of
the pre-emption right mentioned in the previous paragraph.
DIVISION OF SHARES
(Division of shares)
1. Without prejudice to paragraph 1 of article 360, a share can only be
divided as an effect of partial redemption, partial or fractional transfer,
distribution of an estate or division among co-holders.
2. Any acts implying a division of shares shall be made in writing, and can
be done by private document, except if the law provides otherwise.
3. The division of a share does not have to be allowed by shareholders,
without prejudice to the provisions of the law or the articles of association
regarding transfer of shares; the share shall not for any purpose be regarded as
divided if the division has not been entered in the books of the company and
registered.
(Share held in common by various persons [quota indivisa])
1. The co-holders of a share held in common by various persons shall exercise
the rights and fulfill the obligations inherent to such share by means of a
common representative.
2. Company acts that must be personally notified to shareholders shall be
notified to the common representative or, in his absence, to any of the
co-holders.
3. Co-holders are jointly and severally liable for the obligations inherent
to a share.
4. The appointment and dismissal of a common representative shall be
communicated in writing to the company, under penalty of not producing effect.
5. Towards the company, the common representative shall exercise all rights
and fulfill all obligations inherent to the share held in common; any
restriction to his powers of representation, necessary for such purpose, cannot
be invoked against the company.
6. Except if there is a legal provision to the contrary, this article applies
to shares included in an autonomous patrimony that is to be distributed.
TRANSFER OF SHARES
(Form and registration of transfer)
1. The inter vivos transfer of a share shall be made in writing, with
certification by a notary of the signature of the contracting parties, except if
there is a legal provision stating otherwise, and is subject to registration.
2. A copy of the document mentioned in the previous paragraph shall be filed
with a notary.
3. The transfer of a share has no effect in relation to the company until it
has been communicated to it in writing.
[As amended by Law no. 6/2000, of April 27]
(Transferability of shares)
Except if there is a provision of the articles of association to the
contrary, the inter vivos transfer of shares is free.
[As amended by Law no. 6/2000, of April 27]
REDEMPTION OF SHARES
(Redemption of shares)
1. Redemption of shares can only take place if a shareholder is excluded or
exonerates himself from the company.
2. The effect of redemption is the extinction of the share; paragraph 2 of
article 338 shall apply, with the necessary adaptations.
3. It is not allowed to pass a resolution redeeming a share that is not fully
paid.
4. If a company has the right to redeem a share, it can purchase it instead,
or have a shareholder or a third party purchase it; in the former case,
paragraph 3 of article 373 shall apply.
5. Shareholders can only pass a resolution redeeming a share in accordance
with paragraph 2 of article 373.
(Form and effect of redemption)
1. Redemption is effected by means of a resolution by shareholders in case of
exclusion of a shareholder, or upon a shareholder's intention in case he wants
to exonerate himself from the company.
2. Once a fact that allows the exclusion of a shareholder in accordance with
the law or with the articles of association has taken place, the other
shareholders can, within 90 days from knowledge of such fact by the
administration, decide the redemption of the shares held by him.
3. A resolution of redemption takes effect with registration and notification
to the excluded shareholder.
4. Once the fact that allows a shareholder to exonerate himself from the
company has taken place, he can communicate to the company his intention to
redeem the respective shares, by means of a registered letter, within 30 days
from knowledge of such facts.
5. Once registered, the redemption becomes effective 30 days after the
receipt of the notification by the company but, if the requirements of paragraph
2 of article 373 are not met, the payment of the redemption shall be made only
after they are met.
(Settlement of redemption)
1. The settlement of a redemption consists in payment to the shareholder of
an amount corresponding to the value of the share, resulting from an appraisal
expressly prepared for this purpose by an accounting auditor without any
connection with the company.
2. The settlement shall be paid in two equal installments, which mature
respectively six months and one year from the date at which the redemption
becomes effective or on which the requirements of paragraph 2 of article 373 are
met.
(Exclusion of shareholder)
1. A shareholder can be excluded in the cases especially mentioned in the
articles of association and also, by judicial decision, if his behavior causes
relevant damage to the company.
2. The exclusion of a shareholder does not preclude his duty to compensate
the company for any damage that he may have caused to it.
3. An amendment to the articles of association regarding exclusion of
shareholders is allowed only by means of a unanimous resolution.
(Exoneration of shareholder)
1. In addition to the cases stated in the articles of association, a
shareholder can exonerate himself from the company if, against his vote, the
shareholders decide:
a) an increase of capital to be totally or partly subscribed by third
parties;
b) a modification of the object with the scope mentioned in article 271;
c) a relocation of the registered office of the company outside the
Territory.
2. A shareholder can exonerate himself only if his shares are fully paid.
ACQUISITION OF OWN SHARES
(Acquisition of own shares)
1. A company can acquire its own shares against payment by means of a
resolution of the shareholders, and can acquire them gratuitously by means of a
resolution by the administration.
2. The company can only acquire own shares that are fully paid if, as a
result of the acquisition, its net worth does not become less than the sum of
the capital of the company, the legal reserve and the reserves compulsory in
accordance with the articles of association.
3. All rights inherent to the shares held by the company are suspended, with
the exception of the right to receive new shares or increases of the nominal
value of participations following a capital increase arising from incorporation
of reserves.
SUPPLEMENTARY PAYMENTS
(Obligation of supplementary payments)
1. The articles of association can foresee supplementary payments to be made
in money.
2. The articles of association shall set the maximum global amount of
supplementary payments; in the absence of such limit they cannot be demanded.
3. Supplementary payments are not part of the capital of the company, do not
bear interest or confer the right to a share in the profits.
4. Shareholders shall effect supplementary payments in accordance with the
proportion of their shares.
(Demand for supplementary payments)
1. A demand for supplementary payments always depends upon a resolution by
shareholders setting the amount due, within the limit stated in paragraph 2 of
the previous article, and the time limit for payment, which cannot be less than
60 days.
2. The resolution shall be approved by the majority required to amend the
articles of association.
3. Shareholders cannot decide to require supplementary payments if the
subscribed capital has not been fully paid, or after the dissolution of the
company for any cause.
4. Company creditors cannot subrogate shareholders in the exercise of the
right to demand supplementary payments.
5. Article 204 applies to the obligation to make supplementary payments.
(Refund of supplementary payments)
1. Supplementary payments can only be refunded to shareholders if, as result
of such refund, the net worth of the company does not become less than the sum
of the capital, the legal reserve and the reserves which are compulsory in
accordance with the articles of association.
2. Company capital cannot be increased before any supplementary payments made
by shareholders have been refunded to them, except in case of their partial or
total conversion.
3. Refund of supplementary payments depends upon a resolution by
shareholders.
PROFITS AND LEGAL RESERVE
(Profits and legal reserve)
1. The distributable profits of an accounting period shall be disposed of in
accordance with a resolution by shareholders.
2. The articles of association can stipulate that a certain percentage of the
distributable profits of the accounting period, of no less than 25% and no more than 75%,
shall be compulsorily distributed to shareholders.
3. Shareholders' credit to profits matures 30 days after the registration of
the resolution approving the accounts of the accounting period and of the resolution that
decided on the apportionment of the results.
4. A part of the profits of the accounting period of no less than 25% shall be
retained as legal reserve by the company, until it reaches an amount equal to
half of the capital.
5. The provisions of paragraphs 2 and 3 of article 432 apply to private
companies, with the necessary adaptations.
SPECIAL RIGHTS
(Special rights of shareholders)
Special rights of a patrimonial nature can be transferred together with the
respective share, except if the act of incorporation or the articles of
association reveal that they were created for personal reasons [intuitu
personae]; the latter, and non-patrimonial special rights, are not transferred
together with the share.
GENERAL MEETING AND ADMINISTRATION
(General meeting)
1. The call for a general meetings shall be made by means of a letter,
addressed to the shareholders, which shall contain the call notice and shall be
sent at least 15 days before the date of the session of the meeting, except if
the articles of association state that the call notice must be published or set
a longer time limit.
2. No shareholder can be deprived of the right to attend sessions of general
meetings, even if he is barred from exercising the right to vote.
(Allotment of votes and calculation of majority)
1. Each 100 patacas of capital correspond to one vote.
2. Abstentions are not counted in order to determine if a proposal has
obtained a majority of votes, for its approval or rejection.
(Competence of shareholders)
Without prejudice to other matters that depend upon a resolution by
shareholders in accordance with the law or the articles of association, the
shareholders have competence to pass resolutions on:
a) amendments to the articles of association, without prejudice to paragraph
2 of article 181;
b) exercise of pre-emption rights in inter vivos transfers of shares;
c) extrajudicial exclusion of a shareholder and redemption of the respective
shares;
d) acquisition of own shares by the company;
e) demand for and refund of supplementary payments;
f) approval of the annual accounts of the company and the report of the
administration;
g) distribution of profits;
h) appointment and dismissal of administrators;
i) appointment and dismissal of the single supervisor or members of the
supervisory board;
j) merger, division, transformation and dissolution of the company;
l) approval of the final accounts by liquidators;
m) acquisition of participations in companies with unlimited liability or
having a different object or in companies regulated by special laws.
(Majorities)
1. Without prejudice to cases in which the law or the articles of association
require a higher percentage of votes, the following shall be regarded as passed:
a) resolutions concerning matters mentioned in paragraphs a) and j) of the
previous article, if they obtain favorable votes corresponding to at least two
thirds of the company capital;
b) resolutions concerning other matters if, in a first call, they obtain
favorable votes corresponding to the absolute majority of the company capital
or, in a second call, to the absolute majority of the company capital that is
present or represented.
(Composition of the administration)
1. Private companies shall be managed and represented by one or more
administrators, who may or may not be shareholders.
2. The articles of association can provide for specific titles for the
position of administrator, such as manager, director or others.
[As amended by Law no. 6/2000, of April 27]
(Appointment and term of office of administrators)
1. Administrators are appointed in the act of incorporation or elected by
a resolution by shareholders.
2. If the articles of association do not provide to the contrary, the term of
office of administrators is for an undetermined period of time.
3. Administrators can be represented by third parties in the exercise of
their functions, provided that the articles of association expressly allow this.
[As amended by Law no. 6/2000, of April 27]
(Substitution of administrators)
If all administrators are temporarily or permanently absent, any shareholder
can practice urgent acts that cannot be delayed until the election of new
administrators or until the absence ceases.
(Functioning of administration)
1. If there is only one administrator, the company is bound by acts practiced
by him in its name, within the limits of his powers.
2. If the administration is made of two administrators, both have equal
powers of administration; the company is bound by the acts practiced by either
of them in its name, within the limits of their powers, or practiced jointly by
both if the articles of association so provide.
3. The articles of association can create a board of administration made of
at least three members; except if there is a provision of the articles of
association to the contrary, resolutions which obtain the favorable votes of the
majority of the administrators are considered as passed.
4. Except if there is a provision of the articles of association to the
contrary, the company is bound by legal transactions concluded by the majority
of the administrators, or ratified by the majority.
5. The provisions of the previous paragraphs do not prejudice the application
of the rule stated in article 236 to relations between the company and third
parties.
6. If the articles of association do not provide otherwise, the board of
administration can delegate powers to one or more administrators to deal,
together or separately, with specific matters concerning the management of the
company or to practice certain acts or categories of acts.
7. The delegation of powers mentioned in the previous paragraph shall be
written in the minutes of the session of the organ in which it is approved, or
in a private document signed by the majority of the administrators, with
certification of the respective signatures.
8. The board of administration meets informally or whenever called by any
administrator. Minutes shall be drawn up from every session, which, if the
secretary is absent or does not exist, shall be signed by the administrators
attending, in the minutes book or on a loose sheet or in a separate document; in
the latter case, the signature of the administrators present shall be certified
by a notary.
9. In the exercise of their powers, the administrators shall act in
compliance with resolutions by shareholders, regularly taken, on matters of
company management.
[As amended by Law no. 6/2000, of April 27]
(Remuneration of administrators)
1. Administrators have the right to a remuneration set by means of a
resolution by shareholders.
2. Any shareholder can request the court to reduce the remuneration of the
administrators, if it is manifestly out of proportion to the services rendered
or to the situation of the company.
3. If an administrator is dismissed without just cause, he has the right to
receive as compensation the remuneration that he would have earned until the end
of his term of office or, if no time limit was set, the remuneration
corresponding to two accounting periods.
(Renunciation of administrators)
1. An administrator can renounce his mandate by means of a written statement,
with certification of his signature; this decision shall be communicated to the
company.
2. Renunciation takes immediate effect upon registration.
3. If a mandate has a specified time limit, the renouncing administrator
shall compensate the company for damage arising to it from his renunciation.
4. Renunciation shall be communicated to third parties by adequate means,
failing which it cannot be invoked, unless it is shown that it was known by them
at the moment of conclusion of the transaction.
[As amended by Law no. 6/2000, of April 27]
(Dismissal of administrators)
1. Shareholders can decide the dismissal of administrators at any time.
2. The articles of association can require that the dismissal of one or more
administrators shall be decided by qualified majority.
3. If the articles of association grant a special right to administration to
a shareholder, he cannot be dismissed by resolution of the other shareholders.
4. If there is just cause, any administrator can be dismissed by decision of
the court, upon request of any shareholder or administrator.
5. A serious or repeated breach of the duties of administrator is just cause
for dismissal; the following namely shall be regarded as serious breaches of the
duties of administration:
a) the non-registration or the late registration of acts subject to it, or
the lack of maintenance in order and updating of the company books;
b) the exercise, for his or other persons' account, of an activity in
competition with the company, except if there is prior assent by shareholders.
6. Paragraph 4 of article 388 shall apply, with the necessary adaptations.
[As amended by Law no. 6/2000, of April 27]
SINGLE SHAREHOLDER PRIVATE COMPANIES
(Single shareholder private companies)
1. Any individual can create a private company the capital of which,
consisting of a single share, he is initially the single holder; the provisions
of this Section and the provisions applicable to private companies shall apply,
with the necessary adaptations.
2. The provisions of this Section apply to private companies that have a
single shareholder from the outset, for as long as there is a single
shareholder, and to private companies that subsequently come to have a single
shareholder, if after 90 days the plurality of shareholders is not
reestablished.
(Legal transactions between single shareholder and company)
1. Any legal transactions agreed, directly or through a middle party, between
a company and the shareholder shall always be done in writing, and must be
necessary, useful or convenient for the pursuit of the company object, under
penalty of nullity.
2. The legal transactions mentioned in the previous paragraph shall always be
the object of a prior report drawn up by an accounting auditor not connected
with the company, which shall namely declare that the interests of the company
are duly protected and that the transaction is in accordance with normal market
conditions and price; otherwise they cannot be concluded.
(Decisions of single shareholder)
Decisions upon matters that are, according to the law, included in the
competence of shareholders shall be taken personally by the single shareholder
and entered in a book kept for that purpose, and shall be signed by the
shareholder and by the company secretary.
PUBLIC COMPANIES
GENERAL PROVISIONS AND PUBLIC SUBSCRIPTION
GENERAL PROVISIONS
(Characteristics)
1. Public companies can only be created by a minimum of three shareholders
and their capital cannot be lower than 1 000 000 patacas.
2. The capital shall be divided into shares, all of the same nominal value,
which cannot be lower than 100 patacas, represented by instruments.
3. The liability of a shareholder is limited to the value of the shares he
subscribes.
(Payment of capital)
1. Public companies cannot be created without the full subscription of the
company capital and the payment of at least 25% of it.
2. The payment of capital due in kind and, if it exists, the payment of a
premium of issue, cannot be delayed.
(Act of incorporation)
Shareholders shall intervene in the act of incorporation, unless the company
is created by public subscription; in addition to the requirements stated in
paragraph 5 of article 179, the following shall be mentioned in the articles of
association:
a) the nominal value and number of the shares;
b) the nature of the instruments representing the shares, either nominative
or to bearer, and rules of conversion;
c) the authorization for the issue of bonds, if it exists;
d) the amount up to which the administration can raise the company capital
without the need for a resolution by shareholders;
e) the types of shares, ordinary or preference, if they are different;
f) the various categories of ordinary shares, if equal rights do not attach
to all of them.
CREATION THROUGH PUBLIC SUBSCRIPTION
(Creation through public subscription)
1. The creation of a company through public subscription is initiated by one
or more promoters, individuals or collective persons, who are jointly and
severally liable for all the process until the registration of the company.
2. The promoters themselves shall subscribe and pay, in money, shares the
nominal value of which must add up to at least 1 000 000 patacas or 20% of the
capital, depending on which is higher; such shares cannot be transferred or
charged before the approval of the accounts of the third accounting period.
3. In companies created through public subscription there can only be
ordinary shares of a single category.
(Project)
1. The promoters shall prepare a project mentioning:
a) the full draft articles of association, precisely specifying the company
object;
b) the number of shares for public subscription as well as their nature,
nominal value and the issue premium, if it exists;
c) the estimated amount of the costs paid by the promoters, if these are to
be refunded by the company in accordance with paragraph 2 of article 188;
d) the time limit for subscription and the credit institutions at which it
can be done;
e) the time limit within which the incorporating meeting shall take place;
f) a technical, economic and financial study forecasting the evolution of the
company for three years, prepared on the basis of faithful and complete data and
taking into account the known circumstances and forecasts available at that
date, in order to inform clearly any persons possibly interested in the
subscription;
g) rules on the allocation of the subscription, in case it becomes necessary;
h) the conditions under which the company shall be created if the
public subscription is incomplete, or a mention that, in such case, it shall not
be created;
i) the amount of capital subscribed that must be paid in the act of
subscription, the time limit for payment of the remainder, and the time limit
for refund of such amount if the company is not created.
2. The project shall also contain the full identification of the promoters
and of the authors of the study mentioned in subparagraph f) of the previous
paragraph, if they are different.
(Liability)
1. All promoters of the company are personally, jointly and severally and
without limit liable for the accuracy of the factual elements mentioned in the
project.
2. For this purpose, the authors of the study mentioned in subparagraph f) of
paragraph 1 of the previous article are also considered as promoters.
(Supervision of project and offer)
1. A copy of the project mentioned in article 397 shall be delivered to the
Monetary and Foreign Exchange Authority of Macao.
2. Fifteen days after the delivery mentioned in the previous paragraph, the
promoters shall formulate a public offer of subscription, signed by them, which
must be registered together with the project.
(Publicity)
1. After registration of the offer and the project, these shall be fully
published, without prejudice to the following paragraph.
2. The publication of the study mentioned in subparagraph f) of paragraph 1
of article 397 can be replaced by an indication that copies of it are available
to any interested party, free of charge, at the credit institutions where
subscription can be done.
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