(Payment in money)
In companies created through public subscription, capital can only be paid in
money.
(Incomplete subscription)
1. A company can only be created if at least 75% of the shares offered to the
public are subscribed and if that possibility is foreseen in the project in
accordance with subparagraph h) of paragraph 1 of article 397.
2. If the company cannot be created because the shares made available to the
public were not subscribed in a sufficient percentage, the promoters shall,
within the five business days following the end of the time limit for
subscription mentioned in the project, publish notices in which they inform the
subscribers of such fact, and also cancel the registration of the project.
3. The same notices shall inform the subscribers that the company shall not
be created, and that the capital paid by each of them is available at the credit
institution at which the subscription was done; the notices shall be repeated a
month later.
(Incorporation meeting)
1. After the time limit for subscription has expired, and if the company can
be created, the promoters shall, within the following five business days, call a
meeting of all subscribers.
2. Such call, which shall have two dates so that the meeting can take place,
if necessary, on a second call, shall comply with the provisions on general
meetings of public companies; the meeting shall be chaired by one of the
promoters and a lawyer shall act as secretary.
3. Lists of attendance and minutes of the meeting shall be prepared in
accordance with paragraph 2 of article 233.
4. All documents related to the subscription and, generally, to the creation
of the company shall be made available to the subscribers from the moment of the
publication of the call, which shall mention such fact, indicating the place
where they can be consulted.
5. On the first date set, the meeting can only function if the promoters are
present or represented, as well as subscribers holding or representing
three-quarters of the capital subscribed by the public; in such case,
resolutions shall be passed by a majority of the votes corresponding to the
company capital, each subscribed share having one vote.
6. If, on the second date set, the promoters and subscribers holding or
representing half of the capital subscribed by the public are not present or
represented, resolutions shall be passed by two-thirds of the votes, each
subscribed share having one vote.
7. If the meeting cannot take decisions, in accordance with the previous
paragraphs, on any of the dates stated in the call, the company cannot be
created; paragraphs 2 and 3 of the previous article shall apply.
8. If the company is not created, all expenses incurred with a view to its
incorporation shall be paid by the promoters.
(Resolutions)
1. At the meeting, the promoters shall make a declaration equivalent to that
mentioned in paragraph 1 of article 277 and, if a relevant change has taken
place, the meeting shall pass a resolution in accordance with paragraph 2 of the
same article.
2. If there was no relevant change or if a decision was taken that it is not
necessary to reformulate the project, the incorporating meeting shall decide on
the creation of the company and on the appointment of the first holders of
positions in the company organs.
3. If creation is decided in spite of the fact that the capital was not fully
subscribed, the capital shall be lowered to the amount subscribed.
4. If it is decided to reformulate the project or to not incorporate,
paragraphs 2 and 3 of article 402 shall apply, with the necessary adaptations.
5. The minutes, which shall be published if the creation of the company is
decided, shall have attached a list of attendance of the subscribers, indicating
which voted in favor of the creation of the company; the attached list does not
have to be published.
6. The rules on nullity, voidability and suspension of resolutions of the
general meetings of shareholders shall apply to the resolutions of the
incorporation meeting.
7. Such resolutions can also be voided on the basis of a relevant falsehood
in the study mentioned in subparagraph f) of paragraph 1 of article 397, but
annulment cannot be requested after six months from the registration of the
creation of the company, even if the subscriber only gained knowledge of it at a
later date.
8. The previous paragraph does not prejudice the civil and criminal liability
of the promoters.
(Registration of incorporation)
For the purpose of registration, the act of incorporation consists of the
minutes of the incorporation meeting and the respective list of attendance.
(Indirect subscription)
1. A subscription is public even if it is indirectly done by credit
institutions authorized by the law to intervene in such operations.
2. In such case, the intervening institutions shall subscribe all capital
reserved for public subscription, undertaking the obligation to offer the shares
to the public at the price and conditions mentioned in the project.
(Transferability of shares)
Shares of companies created by a public offer are always freely transferable,
with the exception of the case mentioned in paragraph 2 of article 396.
RELATIONS OF SHAREHOLDERS WITH THE COMPANY
SHARES AND THEIR PAYMENT
(Types and categories of shares)
1. Shares can be ordinary or preference; ordinary shares grant the right to
vote and to a dividend from the distributable profits; preference shares do not
grant the right to vote but they confer the right to a priority dividend and to
priority reimbursement in the distribution of the balance of a liquidation.
2. Ordinary shares can be divided into different categories if the rights
inherent to each category of shares are different.
3. The diversity of rights in ordinary shares can consist in the removal of
proportionality regarding the distribution of the profits and the distribution
of the assets resulting from the liquidation, but the shares that integrate a
certain category must confer equal rights.
4. Preference shares can be redeemable.
(Moment of payment of shares)
1. Payment of shares that must be paid in money can be delayed, up to 75% of
their nominal value, provided that the amount paid in money is at least equal to
the minimum capital stated in paragraph 1 of article 393.
2. Payment can only be delayed for a time limit no longer than five years,
and to a date specified and determined or to be determined by the
administration.
3. If the administration has the power to determine such date and it fails to
do so, the obligation to pay the shares shall mature five years from the date of
registration of the company's act of incorporation or from the resolution
on the increase of capital.
4. The amount payable by shareholders cannot be lower than the nominal value
of the shares, but it can be higher if an issue premium is demanded.
5. The payment of the issue premium cannot be delayed.
(Liability for payment of shares)
1. Each shareholder is liable only for payment of the shares that he has
subscribed; if there is a delay of the contributions in money to a date to be
determined by the administration, he will not be deemed in delay before 30 days
have elapsed from the notification of the resolution that sets such date.
2. The original subscribers and all other subscribers to whom the shares may
have been transferred, under any title, are jointly and severally liable for
payment of the shares.
3. If a shareholder or previous holders fall into delay, the administration
shall notify them again, stating that an additional time limit of 90 days is
given to them to pay the shares subscribed and in delay, plus interest, under
penalty of forfeiting to the company the shares and the amount already advanced
regarding the payment.
4. If the company was created through public subscription, corresponding
notices shall be published, addressed to the subscribers in general, on the date
of the sending of the first as well as the second notices.
(Nature of instruments representing shares)
1. Instruments representing shares can be nominative or to bearer, except if
the law or the articles of association provide otherwise.
2. The instruments shall be nominative if the shares are not fully paid, if
they cannot be transferred by reason of a legal provision, or if the
shareholders have a right to pre-emption in their transfer under terms set in
the articles of association.
(Conversion of instruments)
1. Bearer instruments can be converted into nominative and nominative into
bearer, upon request and at the expense of the shareholder, except for the
restrictions mentioned in paragraph 2 of the previous article and others arising
from the law or from the articles of association.
2. The company can effect such conversion by replacing the existing
instruments or amending the respective text.
(Coupons)
Instruments can have coupons for the collection of dividends.
(Indivisibility)
1. Shares are indivisible.
2. In case of joint ownership of a share, the rights inherent to it shall be
exercised by means of a common representative; the joint owners are directly and
jointly and severally liable for the performance of obligations.
(Special rights)
1. Special rights granted to a category of shares can only be suppressed or
restricted by means of a special resolution passed in a meeting of the
shareholders holding shares of the said category.
2. Special rights are transferred with the shares to which they are inherent.
3. Any amendments to the articles of association that affect different types
of shares in a different manner depend upon a special resolution passed in a
meeting of shareholders holding each of the types of shares, under the terms and
with the majority required for amendment of the articles of association.
(Instruments representing shares)
1. An order number shall be given to each share, which shall be mentioned in
the instruments in which they are incorporated.
2. Instruments representing a larger number of shares can be transformed into
instruments representing a smaller number and vice-versa, always upon request
and at the expense of the shareholder.
3. The instruments representing shares shall mention in a clear and easily
understandable manner, in both official languages:
a) the nature of the instrument;
b) the type, category, number of order, nominal value and total number of the
shares incorporated in each instrument;
c) the firm, registered office and registration number of the company;
d) the amount of the subscribed company capital;
e) the percentile amount to which the shares incorporated in the instrument
are paid;
f) the signatures, which can be made with a seal, of an administrator and the
company secretary;
g) the legal restrictions upon the transfer of the instruments.
4. The instruments representing the shares shall be made available to the
shareholders within 90 days from the registration of the incorporation or
increase of capital.
5. During the period mentioned in the previous paragraph, shareholders can
request the company to issue provisional instruments, which, for all purposes,
and until the issue of the definitive instruments, shall replace them; such
provisional instruments shall include the same data as definitive instruments
and shall always be nominative.
(Book for registration of shares)
1. The book for registration of shares shall contain, in sections separated
by type and category of shares and by the nature of the instruments:
a) the number of order of all shares;
b) the number and the total nominal value of each type or category of shares;
c) the dates of delivery to shareholders of the provisional or definitive
instruments;
d) the name and address of the first holder of each share;
e) conversions made and the respective date;
f) splits or concentrations and the respective date;
g) liens or charges over shares incorporated in nominative instruments;
h) redemptions of preference shares and the respective date;
i) transfers of nominative shares and the respective date.
2. Shares owned by the company itself shall be mentioned in the book, in a
separate section.
3. The company secretary or an administrator shall initial the entries done
in the book in accordance with subparagraphs c) to i) of paragraph 1.
(Deposit of shares)
1. The deposit of bearer shares, for the purpose of taking part in a general
meeting, can be done at any financial institution.
2. The president of the chairing committee of the general meeting is obliged
to allow into the meeting any shareholders who present a document of deposit,
provided that it shows that the instruments were deposited at least eight days
before the date of the general meeting and that the depositor has the number of
instruments necessary to take part in the meeting.
3. A president of the chairing committee of the general meeting who does not
allow a shareholder who has complied with the provisions of the previous
paragraph to take part in the meeting, is subject to the penalty applicable to
the crime of qualified disobedience, without prejudice to the civil liability
that such conduct may entail.
(How to make a deposit)
1. A deposit is made on the basis of a statement written by the interested
party, or by another person on his behalf, identifying the company and the
purpose of the deposit.
2. Such statement shall be presented in duplicate; one of the copies,
mentioning that the deposit was done, shall remain with the depositor.
PREFERENCE SHARES WITHOUT VOTE
(Issue and priority dividend)
1. The articles of association can authorize the company to issue, up to half
of the company capital, shares without right to vote, which grant, in accordance
with paragraph 1 of article 408, the right to a priority dividend of no less
than 5% of its nominal value, to be defined in the resolution of issue, and the
right to priority reimbursement of its nominal value in the distribution of the
balance of the liquidation.
2. If there are distributable profits, the general meeting shall distribute
at least the priority dividends or, if the profits are not sufficient, shall
share the distributable profits proportionally among the holders of preference
shares.
(Non-payment of priority dividend)
1. If a priority dividend cannot be paid in two consecutive accounting
periods, the
holders of preference shares have the right to have their shares transformed
into ordinary shares, upon request.
2. If there are various categories of ordinary shares the shareholder shall
indicate in his request the category into which his shares are to be
transformed.
(Rights, quorum and majority)
1. With the exception of the right to vote, preference shares grant to the
holder all rights incorporated in ordinary shares.
2. Preference shares do not count for the purpose of quorum or formation of
majorities in the passing of resolutions by shareholders, but holders have the
right to attend the sessions of the general meeting or, if the articles of
association prohibit the presence of shareholders without right to vote, to be
represented by means of a common representative.
(Redeemable preference shares)
1. Except if the articles of association provide to the contrary, preference
shares can be issued subject to the condition that they shall be redeemed on a
fixed date or on a date to be determined by the board of administration, but
which shall not be more than 10 years from the date of issue.
2. Preference shares can only be redeemed after full payment.
3. Redemption shall be done on the basis of the nominal value of the shares,
except if the articles of association allow the payment of a redemption premium,
of an amount stated in the resolution of issue.
4. Redemption can only take place if, as a result of the payment of the
nominal value and the redemption premium, 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.
5. From the redemption, an amount equal to the nominal value of the redeemed
shares shall be placed in a special reserve, which for all purposes shall be
treated similarly to the legal reserve, without prejudice to its elimination in
case of reduction of capital.
6. Redemption of shares does not automatically cause a reduction of the
capital and, except if there is a provision of the articles of association to
the contrary, new shares of the same type can be issued by means of a resolution
of the general meeting, in substitution of the redeemed shares, to be
transferred to shareholders or to third parties.
7. A resolution of redemption of shares is subject to registration and
publication.
8. The articles of association can provide for sanctions for the breach by
the company of the obligation to redeem shares on the date there stated; in
the absence of a provision of the articles of association, any holder of such
shares can request to the company, one year from that date if the redemption was
not yet done, the transformation of his shares in accordance with article 421,
or petition the court for dissolution of the company.
TRANSFER OF SHARES
(Transfer of instruments representing shares)
1. Shares are transferred by the transfer of the instruments in which they
are incorporated.
2. Nominative instruments are transferred inter vivos by endorsement written
on the instrument itself, and entry in the book of registration of shares.
3. Bearer instruments are transferred by simple delivery; the exercise of the
rights inherent to them depends on their possession.
(Legal restrictions to transfer)
Provisional instruments and instruments representing shares, whose
transferability is conditioned as a result of a legal provision or of a
provision of the articles of association, shall specifically contain such
mention on their face, in an easily understandable manner.
OWN SHARES
(Acquisition of own shares)
1. Without prejudice to a prohibitive or more restrictive provision of the
articles of association, a public company cannot acquire own shares
corresponding to more than 10% of its capital.
2. The limit established in accordance with the previous paragraph can be
surpassed or, in case of total prohibition, can be disregarded, whenever:
a) the acquisition is especially permitted or imposed by a legal provision;
b) a patrimony is globally acquired;
c) the acquisition is gratuitous;
d) the acquisition is done in executive proceedings, if the debtor has no
other sufficient assets.
3. The company can only acquire own shares if, by such fact, its net worth
does not become less than the sum of the capital, the legal reserve and the
reserves that are compulsory in accordance with the articles of association.
4. The company can only acquire own shares that are fully paid, with the
exception of paragraph 3 of article 410.
5. All acquisitions done in breach of the provisions of this article shall be
void, without prejudice to the liability of the persons intervening in such acts
of acquisition.
6. The company cannot accept as guarantee shares representative of its
capital, except in order to bail the exercise of positions in the company
organs.
(Resolution for acquisition of own shares)
1. The acquisition of own shares requires a resolution by shareholders.
2. Such resolution shall specify the object, the price and the other
conditions of the acquisition, the time limit and the respective margins of
variation within which the administration can proceed with the acquisition.
3. In the cases foreseen in subparagraphs a) to c) of paragraph 2 of the
previous article, if the acquisition depends upon the will of the company, this
must be expressed in a resolution of the administration.
(Transfer of own shares)
Paragraphs 1 and 2 of the previous article apply, with the necessary
adaptations, to the transfer of own shares.
(Rules applicable to own shares)
1. Paragraph 3 of article 373 applies to own shares, with the necessary
adaptations.
2. In the report and in the accounts of the accounting period express mention shall be
made of the number of shares that the company itself holds by the end of the
accounting period.
RIGHT TO INFORMATION
(Right to information before general meeting)
Besides the right to information granted to all shareholders in general,
shareholders of public companies also have a right to consult, in the registered
office of the company, during business hours, from the date of sending the call
notices or from their publication:
a) all documents needed for the passing of any resolutions on matters
included in the order of the day;
b) the text of the proposals that the administration or the supervisory board
or single supervisor have decided to present to the meeting;
c) the text of the proposals that any shareholders have delivered to the
company, namely if the general meeting has been requested by them;
d) the full identification and a curriculum vitae of persons proposed by the
administration for the exercise of company positions.
PROFITS AND LEGAL RESERVE
(Right to profits)
1. The destination of the distributable profits of an accounting period shall be
decided by the shareholders.
2. The articles of association can impose that a percentage of no more than
25% of the distributable profits of the accounting period shall be distributed to
shareholders.
3. The credit of a shareholder to profits matures 30 days after the
registration of the resolution that approved the accounts of the accounting
period and of
the resolution that decided on the apportionment of the results.
(Legal reserve)
1. From the profits of the accounting period, no less than 10% shall be retained by
the company as a legal reserve, until it reaches an amount equal to a quarter of
the company capital.
2. Reserves made of the following sums shall be for all purposes treated as
the legal reserve, but shall not exempt the integration of the legal reserve in
accordance with the previous paragraph:
a) premiums of shares issues;
b) issue or conversion premiums of bonds convertible into shares;
c) the value of entries in kind which exceed the nominal value of shares paid
in such manner.
3. The legal reserve and the assimilated reserves can only be used:
a) to cover losses resulting from the balance sheet of the accounting period, except
if these can be covered by any other reserves;
b) to cover losses from previous accounting periods that could not be covered by
profits of the accounting period or any other reserves;
c) for incorporation in the company capital.
BONDS
(Concept and types)
1. Public companies can issue negotiable instruments designated as bonds,
which, in a single issue, grant equal credit rights for the same nominal value.
2. It is namely possible to issue bonds that:
a) besides granting to their holders the right to a fixed interest, qualify
them to a supplementary interest or to a reimbursement premium, either fixed or
dependent upon the company profits;
b) include interest and a plan for reimbursement, depending upon the
existence of profits and variable in accordance with such profits;
c) are convertible into shares, with or without an issue or conversion
premium.
(Conditions and limits)
1. Bonds can only be issued by companies of which the two last balance sheets
have been regularly approved, or which have resulted from the merger or division
of companies of which at least one is in the said situation.
2. Bonds cannot be issued if there are shareholders in delay.
3. Public companies cannot issue bonds that exceed the amount of the paid-up
and existing capital, in accordance with the last balance sheet approved.
4. The limit mentioned in the previous paragraph is calculated by adding the
nominal value of all bonds issued by the company that have not been redeemed by
the date of the resolution for issue of new bonds.
5. A new bonds issue cannot take place while the bonds of a previous issue
are not fully subscribed.
(Series and incomplete subscription)
1. Shareholders can authorize that a bonds issue approved by them shall be
effected in various separate series, to be set by them or by the board of
administration; however, such authorization shall lapse after five years
regarding any series not yet issued.
2. A new series cannot be launched while the bonds of the previous series are
not subscribed.
3. If a bonds issue is only partly subscribed within the time limit stated
for its subscription, the issue shall be limited to the amount subscribed.
(Registration)
1. Each bonds issue is subject to registration, as is the issue of each
series of bonds.
2. While a series or issue of bonds is not registered, the respective
instruments cannot be issued.
3. Administrators shall arrange registration of the effective amount of an
issue if it is reduced as a result of an incomplete subscription.
(Issue resolution)
1. Bonds issues shall be decided by shareholders, except if the articles of
association allow them to be decided by the board of administration.
2. A resolution to issue bonds convertible into shares shall always be taken
by the shareholders, with the majority required for a resolution on the increase
of capital.
3. A resolution that has approved an issue of bonds convertible into shares
shall be considered as an implied approval of an increase of company capital to
an amount and under the conditions that might be necessary to satisfy the
requests for conversion.
(Minimum content of issue resolutions)
1. A resolution approving a bonds issue must, at least, mention:
a) the global amount of the issue and the reasons that justify it, the
nominal value of the bonds, the price at which they are issued and reimbursed or
the method to determine it;
b) the rate of interest and, depending upon the case, the method of
calculation of the provision for payment of interest and reimbursement or the
rate of fixed interest, as well as the criterion to determine supplementary
interest or the reimbursement premium;
c) the plan for redemption of the loan;
d) the identification of the subscribers and the number of bonds to be
subscribed by each, if the company does not use a public subscription.
2. A resolution approving an issue of convertible bonds shall also indicate:
a) the bases and the terms of conversion;
b) the issue or conversion premium;
c) if the shareholders are to be deprived of the right mentioned in paragraph
1 of article 469 and the reasons for such measure.
(Supplementary interest)
1. In bonds with supplementary interest this can be:
a) fixed and dependent only upon the existence of distributable profits of an
amount equal to that of the supplementary interest;
b) variable and corresponding to a percentage, not exceeding 10% of the
distributable profits.
2. It is permitted to stipulate that, for any of the types of supplementary
interest mentioned in the previous paragraph, such interest shall only be
payable if the distributable profits exceed a fixed amount or a fixed percentage
of the capital, the bondholders only having a right to the fixed interest if no
distributable profit higher than such limit is calculated.
3. If there is supplementary interest the auditor of accounts shall issue an
opinion on the calculation of the profit and, namely, on the correction and
justification of the redemptions and provisions effected.
4. The distributable profit to be considered for the purpose of payment, in a
certain accounting period, of the supplementary interest, is that of the previous
accounting period.
(Payment of supplementary interest and reimbursement premium)
1. The supplementary interest for each year shall be paid one or more times,
separately or together with the fixed interest, depending upon what is set in
the issue.
2. If the redemption of a bond occurs before the date of maturity of the
supplementary interest, the issuing company shall provide to the respective
holder a document that allows him to exercise his right to a possible
supplementary interest.
3. Reimbursement premiums shall be fully paid on the date of redemption of
the bonds, which cannot be set for a date prior to the limit for the approval of
the annual accounts.
(Pre-emption right)
1. Shareholders have a pre-emption right in the subscription of convertible
bonds; article 469 shall apply.
2. A person cannot take part in a vote that suppresses or limits the
pre-emption right of shareholders in the subscription of convertible bonds if
that person might benefit from such suppression or limitation, nor shall his
shares be taken into consideration for the purpose of the quorum for the
functioning of the meeting or the majority required for the resolution.
3. A resolution for issue of bonds can create a pre-emption right of
shareholders or bondholders in the subscription of the bonds to be issued, in
which case it must regulate its exercise.
(Prohibition of amendments)
1. Conditions set by resolution of the general meeting of shareholders for
the bonds issue can only be amended, without the assent of the bondholders,
provided that such amendment causes neither a reduction of their respective
advantages or rights nor an increase in their obligations.
2. From the date of the resolution for issue of bonds convertible into
shares, and while it is possible for any bondholder to exercise the right to
conversion, it is forbidden for the company to amend the conditions of
distribution of profits set in the act of incorporation, to distribute own
shares to shareholders under any title, and to grant privileges to existing
shares.
3. If the capital is reduced as a consequence of losses, the rights of
bondholders who opt for conversion are reduced accordingly, as if such
bondholders had been shareholders since the bonds issue.
4. During the period of time mentioned in paragraph 2, a company can only
issue new bonds convertible into shares, modify the nominal value of its shares,
distribute reserves to shareholders, increase the company capital by means of
new participations or by incorporation of reserves, and practice any other act
that can affect the rights of the bondholders who might opt for conversion,
provided that rights equal to those of shareholders are assured to them.
5. The rights mentioned in the final part of the previous paragraph do not
include the right to receive any revenue from the instruments or to participate
in distributions of free reserves, in relation to any period prior to the date
at which the conversion produces effect.
(Attribution of interest and dividends of convertible bonds)
1. Bondholders have a right to the interest on the respective bonds up to the
moment of conversion, which, for this effect, is always accounted for at the end
of the quarter in which the conversion request is presented.
2. Conditions of issue shall always mention the rules on the attribution of
dividends, which shall be applied to the shares into which the bonds are
converted, for the accounting period during which the conversion takes place.
(Increase by effect of conversion and registration)
1. The increase of company capital resulting from the conversion of bonds
into shares shall be stated in a resolution by the administration, which shall
be passed:
a) within the 30 days following the end of the time limit for the presentation of
a conversion request if, according to the terms of the issue, the conversion
shall be made in one step and at a determined moment;
b) within the 30 days following the end of each time limit for the
presentation of a conversion request if, according to the terms of the issue,
the conversion can be made in more than one moment.
2. If a resolution for issue sets only one moment from which the conversion
right can be exercised, once it occurs the administration shall pass resolutions
for increase of capital, in the first and seventh months of each accounting
period, each
resolution covering the increase resulting from the conversions requested during
the semester immediately previous.
3. A conversion is considered, for all purposes, as effected:
a) in the cases mentioned in paragraph 1, on the last day of the time limit
for presentation of the respective request;
b) in the cases mentioned in paragraph 2, on the last day of the month
immediately previous to that in which the resolution for capital increase that
covers such conversion is taken.
4. The registration of capital increase shall be done within 15 days from the
date of the respective resolutions.
(Settlement with creditors and dissolution of the company)
1. If a company that has issued bonds convertible into shares agrees a
settlement [concordata] with its creditors, the right of conversion can be
exercised as soon as the settlement is certified and under the conditions set
forth in it.
2. If a company that has issued bonds convertible into shares is dissolved,
other than as a result of a merger, the bondholders, in the lack of adequate
bail, can demand anticipated reimbursement.
(Own bonds)
A company can only acquire own bonds in the cases mentioned in paragraph 2 of
article 426 and if the condition mentioned in paragraph 3 of the same article is
met.
(Meeting of bondholders and common representative)
1. By means of the publication of notices, a company shall call a general
meeting of bondholders, 30 days after the time limit for subscription of a bonds
issue.
2. The rules on the general meeting of shareholders shall apply to this
meeting, with the necessary adaptations.
3. Bondholders shall elect a common representative, who can be an individual,
a partnership of lawyers or a firm of accounting auditors; he shall attend and
participate in general meetings, without vote, and represent the bondholders as
a whole in court and towards the company or third parties.
4. In general meeting, bondholders shall have the power to pass resolutions
on all matters of common interest.
(Instruments representing bonds)
The instruments representing bonds issued by a company shall mention:
a) the firm, registered office, subscribed capital and registration number of
the company;
b) the date of the resolution for issue;
c) the registration date of the issue;
d) the total amount of the bonds of that issue, the number of bonds issued,
the nominal value of each, the rate and the method of payment of interest, the
time limits and the conditions for issue and reimbursement, as well as any other
special conditions of the issue;
e) the number of order of the bond;
f) the issue or conversion premium;
g) the special guarantees of the bond, if any;
h) the type of the bond, either nominative or to bearer;
i) the series, if that is the case;
j) the signatures, which can be made by seal, of an administrator and the
company secretary.
RESOLUTIONS BY SHAREHOLDERS
(Limits)
Only upon request of the organ of administration can shareholders pass
resolutions on matters of management of the company.
(Participation in meeting)
1. All shareholders who have the right to at least one vote have the right to
attend the general meeting and there discuss and vote.
2. Shareholders without a right to vote, as well as bondholders, can attend
general meetings and participate in the discussion of the matters included in
the order of the day, except if there is a provision of the articles of
association to the contrary.
3. The common representatives of both bondholders and holders of preference
shares without vote can also be present in the general meeting, but are not
allowed to participate in the discussion; other persons authorized by the
president can also attend, except if there is opposition from shareholders.
4. Whenever the articles of association require the possession of a certain
number of shares in order to have the right to vote in the general meeting,
shareholders holding a number of shares lower than that required can group
themselves in order to reach it, and be represented by one of them.
(Call of meeting)
1. The call notice shall be published at least 15 days before the general
meeting.
2. The articles of association can impose other formalities in calling
shareholders, and can allow the substitution of publications by the mailing of
registered letters to shareholders, with the same advance period, if all shares
of the company are nominative.
(Votes)
1. One vote shall correspond to each share, except if there is a provision of
the articles of association to the contrary.
2. The articles of association can require the possession of a certain number
of shares in order to have one vote, provided that all shares issued by the
company are included and that each 10 000 patacas of capital corresponds to at
least one vote.
(Quorum for functioning and passing resolutions)
1. The general meeting passes resolutions by absolute majority of the votes
corresponding to the capital present or represented, except if the law or the
articles of association provide otherwise.
2. Abstentions are not counted in order to determine if a proposal obtained a
majority of votes, approving or refusing it.
3. Resolutions for amendment of the articles of association, merger,
division, transformation and dissolution of the company, are only considered
passed if, at the meeting that considers them, shareholders who possess shares
corresponding to at least one-third of the capital are present or represented,
provided that they obtain favorable votes corresponding to two-thirds of the
capital present or represented, whether the meeting takes place at a first or
second call; in the latter case, the meeting can pass resolutions whatever the
capital present or represented.
4. If there are various proposals for the appointment of holders of company
positions, the one obtaining the larger number of votes shall win.
ADMINISTRATION
(Composition)
1. Administration is entrusted to a board of administration composed of an
odd number of members, who can be shareholders of the company or not.
2. The articles of association can authorize the appointment of substitute
administrators, up to a maximum number of three, whose order of precedence shall
be established in the resolution for election and which, if the resolution is
silent, shall be determined by the more advanced age.
(Duration of term of office and representation)
1. The term of office of administrators lasts for three years, except if the
articles of association set a shorter period; they can be re-elected.
2. Once the term of office has expired, administrators shall remain in office
until replaced by new administrators.
3. Administrators cannot be represented in the exercise of their position,
except in meetings of the board of administration, by another administrator, by
means of a letter addressed to the board.
(Substitution of administrators)
1. In case of definitive absence of any administrator, his replacement shall
be by calling the first substitute.
2. In the absence of substitutes, the first following general meeting shall
elect one or more administrators, to occupy the post until the end of the term
of office of the remaining administrators, even if the matter is not included in
the order of the day.
(Judicial appointment)
1. If it has not been possible for the board of administration to meet for
more than 120 days, because there are not enough acting administrators, and the
substitutions prescribed in the previous article were not carried out, and also
if more than 180 days have passed since the end of the period for which the
administrators were elected, without a new election having taken place, any
shareholder can request the judicial appointment of an administrator, until the
election of a new board of administration takes place.
2. The provisions regarding the board of administration that do not imply a
plurality of administrators shall apply to the judicially appointed
administrator.
3. The functions of the existing administrators, in the cases mentioned in
paragraph 1, cease with the judicial appointment of an administrator.
(President of the board of administration)
1. The president of the board of administration shall be appointed by the
general meeting that elects administrators; if the articles of association
permit, he can be chosen by the board of administration itself.
2. The articles of association can grant to the president a casting vote in
the resolutions of the board of administration.
(Bail and remuneration)
1. The liability of administrators shall be bailed if the articles of
association or the general meeting so determine.
2. The general meeting, or a commission of shareholders elected by it, shall
set the remuneration of administrators.
(Transactions with company)
Any contracts concluded between a company and its administrators, directly or
through a third party, shall be void, except in the case of a special permission
expressly granted by a resolution of the board of administration, with the
favorable opinion of the supervisory board or single supervisor.
(Prohibition of competition)
It is forbidden for the administrators, except in the cases of authorization
expressly granted in a general meeting, to exercise, for their or other persons'
account, an activity included in the object of the company.
(Suspension of administrators)
1. The supervisory board or the single supervisor can suspend the exercise of
the activity of any administrator if any personal circumstances related to them
obstruct the exercise of their functions for a period of time presumed longer
than sixty days.
2. During a period of suspension of exercise of the activity of
administrators, their powers, rights and duties that presuppose the effective
exercise of their functions are also suspended.
(Dismissal)
1. The term of office of administrators can be revoked by a resolution by
shareholders, at any moment, without prejudice to the right of the administrator
to the compensation mentioned in paragraph 3 of article 387 if the revocation is
not based on just cause.
2. One or more shareholders, provided that they hold shares corresponding to
10% of the capital, can request from the court the dismissal of any
administrator, at any time, on the basis of just cause.
(Resignation)
1. An administrator can resign from his position, by means of a letter
addressed to the board of administration or to the company secretary.
2. Resignation only produces effect at the end of the month following that
in which it was communicated, except if, in the meantime, a substitute was
elected or appointed.
3. A resigning administrator shall compensate the company for any damage that
may arise from his resignation.
(Competence of board of administration)
1. The board of administration is competent to manage the activities of the
company and to represent it; it shall comply with resolutions by shareholders
and the interventions of the supervisory board or single supervisor, except in
matters for which it has specific competence.
2. In addition to other matters stated in the law, the board of
administration is competent to pass resolutions on:
a) annual reports and accounts;
b) acquisition of, transfer of and charges over any goods;
c) granting of personal or real guarantees by the company;
d) opening or closing of business premises;
e) extensions or important reductions of the activity of the company;
f) modifications in the organization of the enterprise;
g) projects of merger, division and transformation of the company;
h) any other matter on which any administrator requires a resolution of the
board.
(Executive administrator and executive committee)
1. The board of administration can delegate the management of the company to
an executive administrator or to an executive committee, made of several
administrators.
2. It is not possible to delegate competence on the matters mentioned in
subparagraphs a), c), e) and g) of paragraph 2 of the previous article.
3. The delegation of current matters does not prejudice the competence of the
organ to pass any resolutions on the same matters.
4. Administrators are responsible for following up the action of the
executive administrator or the members of the executive committee, and are
jointly and severally liable with them for any damage caused to the company if,
being able to prevent or to reduce it, they do not do so, except if they prove
that they acted without fault.
(Meetings and resolutions of the board)
1. The board shall meet, in ordinary sessions, upon call of its president, at
least once a month, except if the articles of association provide otherwise.
2. The board meets in extraordinary sessions, whenever called by the
president or by any member, or by any two members, depending on whether the
number is equal to or less than five or more than five.
3. The board can only pass resolutions with the presence, or representation
in accordance with paragraph 3 of article 453, of the majority of its members.
4. Resolutions shall be passed by a majority of the votes of the
administrators present or represented.
5. The company secretary shall act as secretary to the meetings, and shall
sign the respective minutes.
6. The rules of paragraph 4 of article 217 and articles 219, 228, 229 and 233
apply to resolutions and minutes, with the necessary adaptations.
(Representation)
1. Administrators exercise powers of representation jointly; the company is
bound by legal transactions concluded by the majority of the administrators or
ratified by them, except if there is a provision of the articles of association
to the contrary.
2. Except if there is a prohibition in the articles of association, if the
power to represent the company is included in the resolution of delegation of
powers, the company is bound by acts of the executive administrator or of the
members of the executive committee.
3. The provisions of the previous paragraphs do not prejudice the application
of the rule of article 236 to the relations of the company with third parties.
4. Administrators bind the company by signing and indicating their capacity.
5. Notifications or declarations from third parties to the company can be
addressed to any of the administrators.
6. Notifications or declarations from an administrator to the company shall
be addressed to the board of administration or to the company secretary.
INCREASE OF CAPITAL
(Pre-emption right of shareholders)
1. Shareholders who have such capacity at the date of an increase of capital
by subscription of new shares payable in money, have a pre-emption right in the
subscription of the new shares, proportional to the number of shares that they
hold.
2. In case not all shareholders exercise their pre-emption right, it shall be
passed to the remaining ones, until full satisfaction of the shareholders or
subscription of the shares.
3. If new shares of a certain category are not subscribed by the holders of
shares of the same category, the pre-emption right shall pass to the remaining
shareholders.
4. The pre-emption right granted in this article can be suppressed or
restricted by resolution of the general meeting taken by the majority required
for amendment of the articles of association.
(Notice and time limit for exercise of pre-emption right)
1. Shareholders must be informed, by a notice, of the time limit for the
exercise of the pre-emption right, which can be no less than 15 days.
2. In case all shares issued by the company are nominative, the notice can be
replaced by a registered letter addressed to the respective holders.
(Incomplete subscription)
1. If a capital increase is not fully subscribed, it shall be limited to the
subscriptions made, except if the resolution on the increase provides that in
such case it is without effect.
2. If the increase is without effect, the administration shall inform the
subscribers of this fact, by a notice, within eight days from the end of the
period of subscription; simultaneously, it shall make available to them the
funds collected.
COMMUNICATION OF DOMINANT PARTICIPATION
(Communications to be made to company)
1. A shareholder who, by any form of subscription or acquisition of bearer
shares, reaches a position of dominant shareholder in relation to the company in
accordance with article 212, shall communicate such fact to the company by means
of a letter addressed to the board of administration, which in turn shall
communicate it to the supervisory board or single supervisor.
2. A similar communication shall be made if the shareholder ceases to be in
the position mentioned in this article.
3. The identity of dominant shareholders shall be published, attached to the
annual report.
PENAL PROVISIONS
(No collection of capital contribution)
1. An administrator, secretary, member of the supervisory board or single
supervisor of a company who omits or causes another person to omit acts that are
necessary for the payment of capital contributions is punished with a fine of up
to 60 days.
2. If such fact is practiced with the intention to cause economic or moral
damages to any shareholder, to the company or to a third party, the penalty is a
fine of up to 120 days, unless a more serious penalty is applicable in
accordance with other legal provision.
3. If serious economic or moral damage is caused, which the perpetrator could
foresee, to any shareholder who has not given his assent to the fact, to the
company, or to a third party, the penalty is imprisonment up to one year and a
fine of up to 60 days, or only a fine of up to 120 days.
(Unlawful acquisition of own shares)
An administrator or company secretary who unlawfully subscribes or acquires
for the company its own shares, or engages another person to subscribe or to
acquire such for the account of the company, even if in his own name, or in any
other manner makes funds available or provides guarantees of the company so that
a third party shall subscribe or acquire shares representing its own capital, is
punishable with a fine of up to 120 days.
(Abuse of position of dominant shareholder)
1. A dominant shareholder who, by himself or by means of other companies of
which he is also a dominant shareholder, or with other shareholders to whom he
is connected by agreements outside the company, uses the power of domination so
that he causes damage to the company or to other shareholders in accordance with
paragraph 3 of article 212, is punishable with a fine of up to 120 days.
2. The same penalty shall apply to an administrator, secretary, member of the
supervisory board or single supervisor of a company who practices or concludes,
or does not prevent, being able to do so, the practice or the conclusion of any
act or contract mentioned in subparagraphs b), c) and d) of paragraph 3 of
article 212.
3. Shareholders who contribute with their votes for the approval of the
resolution mentioned in subparagraph e) of paragraph 3 of article 212 are also
punishable with the same penalty, as well as the administrators who execute it.
(Unlawful redemption of shares)
1. An administrator or company secretary who, unlawfully, totally or partly
redeems a share that is not fully paid, is punishable with a fine of up to 120
days.
2. The same penalty is applicable to an administrator or company secretary
who, unlawfully, totally or partly redeems or causes the redemption of a share,
in a way that, as a result of the redemption and considering its value, the net
worth of the company becomes less than the sum of the company capital, the legal
reserve and the reserves that are compulsory in accordance with the articles of
association.
3. If serious economic or moral damage, which the perpetrator could have
foreseen, is caused to any shareholder who has not given his assent to the fact,
or to the company, or to a third party, the penalty is imprisonment of up to one
year and a fine of up to 60 days, or only a fine of up to 120 days.
(Unlawful distribution of company assets)
1. An administrator, secretary, member of the supervisory board or single
supervisor of a company who proposes an unlawful distribution of company assets
for consideration for a resolution by shareholders, is punishable with a penalty
of a fine of up to 60 days.
2. If such unlawful distribution is totally or partly executed, the penalty
is a fine of up to 90 days.
3. If such unlawful distribution is totally or partly executed without a
resolution by shareholders, the penalty is a fine of up to 120 days.
4. The same penalty is applicable to an administrator or company secretary
who executes, or causes the execution by another person, of a distribution of
company assets in breach of a valid resolution of a general meeting regularly
called.
5. If serious economic or moral damage is caused in any of the cases
mentioned in paragraphs 3 and 4, which the perpetrator could have foreseen, to
any shareholder who has not given his assent to the fact, or to the company or
to a third party, the penalty is imprisonment up to one year and a fine of up to
60 days, or only a fine of up to 120 days.
(Irregularity in calling company meetings)
1. Whoever, having the power to call an incorporation meeting, general
meeting or meeting of bondholders, omits or causes the omission by another
person of the call within the time limits stated in the law or in the articles
of association, or makes the call or orders someone else to do it in breach of
the time limits or the formalities required by the law or by the articles of
association, is punishable with a fine of up to 30 days.
2. If a request to call a general meeting that ought to have been granted in
accordance with the law or with the articles of association has been presented
to the perpetrator, the penalty is a fine of up to 90 days.
3. If serious economic or moral damage, which the perpetrator could have
foreseen, is caused to any shareholder who has not given his assent to such
fact, or to the company, or to a third party, the penalty is imprisonment of up
to one year and a fine of up to 60 days, or only a fine of up to 120 days.
(Disturbance of company meeting)
1. Whoever, with violence or threat of violence, prevents any shareholder or
other entitled person from taking part in a regularly called general meeting or
meeting of bondholders, or from substantially exercising his rights of
information, participation or vote, is punishable with imprisonment of up to two
years and a fine of up to 180 days.
2. If the perpetrator of the obstruction is, at the date of the fact, an
administrator, secretary, member of the supervisory board or single supervisor,
the maximum limit of the penalty is, in each case, increased by a third.
3. If the perpetrator of the obstruction, at the date of the facts, is an
employee of the company and has fulfilled orders or instructions from any of the
persons mentioned in the previous paragraph, the maximum limit of the penalty
is, in each case, reduced to half; the judge, considering all circumstances, can
decide a special reduction of the penalty.
4. The punishment of an obstruction does not affect the penalty applicable to
the means used to execute it.
(Fraudulent participation in company meetings)
1. Whoever, in a general meeting or in a meeting of bondholders, falsely
presents himself as holder of company participations or obligations, or as
having powers of representation of the respective holders, and votes in this
false capacity, is punishable with imprisonment of up to six months and a fine
of up to 90 days, unless a more serious penalty is applicable in accordance with
other legal provision.
2. If any administrator, secretary, member of the supervisory board or single
supervisor causes another person to execute the act described in the previous
paragraph, or assists in its execution, he shall be punishable as perpetrator,
with imprisonment of three months to one year and a fine of up to 120 days,
unless a more serious penalty is applicable in accordance with other legal
provision.
(Unlawful refusal of information)
1. An administrator or company secretary who refuses or causes the refusal by
another person of consultation of documents that the law requires to be made
available to interested parties for preparation of company meetings, or refuses
or causes the refusal of sending of documents for such purpose, when required by
the law, or sends or causes the sending of such documents without satisfying the
conditions and the time limits stated in the law, is punishable with
imprisonment up to three months and a fine of up to 60 days, unless a more
serious penalty is applicable in accordance with other legal provision.
2. An administrator or company secretary who refuses or causes the refusal by
another person, in a session of a company meeting, of information that he is
obliged to provide in accordance with the law, or, in other circumstances,
information that by law he must provide and that has been requested in writing,
is punishable with a fine of up to 90 days.
3. If, in the case of paragraph 1, serious economic or moral damage, which
the perpetrator could have foreseen, is caused to any shareholder who has not
given his assent to such fact, or to the company, the penalty is imprisonment of
up to one year and a fine of up to 60 days, or only a fine of up to 120 days.
4. If, in the case of paragraph 2, the fact was committed for a reason that
does not point to a lack of zeal in defending the rights and legitimate
interests of the company and of shareholders, but only a mistaken understanding
of the object of such rights and interests, the perpetrator is exempt from the
penalty.
(False information)
1. Whoever, being in accordance with the law obliged to provide to other persons
information on matters of the activity of the company, provides it in an
untruthful manner, is punishable with imprisonment up to three months and a fine
of up to 60 days, unless a more serious penalty is applicable in accordance with
other legal provision.
2. The same penalty shall apply to anyone who, in the circumstances described
in the previous paragraph, maliciously provides incomplete information that can
lead the addressees to mistaken conclusions of an identical or similar effect as
would false information on the same object.
3. If the fact is practiced with intention to cause economic or moral damage
to any shareholder who has not consciously contributed to such fact, or to the
company, the penalty is imprisonment up to six months and a fine of up to 90
days, unless a more serious penalty is applicable in accordance with other legal
provision.
4. If serious economic or moral damage, which the perpetrator could have
foreseen, is caused to any shareholder who has not consciously contributed to
such fact, to the company, or to a third party, the penalty is imprisonment of
up to one year or a fine of up to 120 days.
5. If, in the case of paragraph 2, the fact was committed for a serious
reason that does not point to a lack of zeal in defending the rights and
legitimate interests of the company and of shareholders, but only a mistaken
understanding of the object of such rights and interests, the judge can decide a
special reduction of the penalty or exempt the perpetrator from it.
(Misleading call)
1. Whoever, having to call a general meeting or a meeting of bondholders,
personally or through others, includes in the call untruthful information, is
punishable with imprisonment up to six months and a fine of up to 150 days,
unless a more serious penalty is applicable in accordance with other legal
provision.
2. The same penalty shall apply to whoever, in the circumstances described in
the previous paragraph, maliciously includes in the call incomplete information
on matters that it must contain in accordance with the law or with the articles
of association, and which can lead the addressees to mistaken conclusions of an
identical or similar effect as would false information on the same object.
3. If such fact is practiced with the intention to cause economic or moral
damage to the company or to any shareholder, the penalty is imprisonment up to
one year and a fine of up to 180 days.
(Obstruction of supervision)
An administrator, secretary, member of the supervisory board or single
supervisor who obstructs or hinders, or leads another person to obstruct or
hinder, acts necessary to the supervision of the activity of the company,
executed by persons who, in accordance with the law, the articles of
association, or judicial decision, have the duty to exercise supervision, in the
terms and forms prescribed by the law, or by persons acting under the orders of
those who have such duty, is punishable with imprisonment up to six months and a
fine of up to 120 days.
(Breach of duty to propose dissolution of company or reduction of capital)
A company administrator who, observing through the accounts of the accounting
period
that the net worth of the company is less than half of the value of the company
capital, does not comply with paragraphs 1 and 2 of article 206, is punishable
with imprisonment up to three months and a fine of up to 90 days.
(Irregularities in issue of instruments)
An administrator or company secretary who signs, or causes the signing, or
agrees to his signature being made in instruments, provisional or definitive,
representing shares or bonds issued by the company or in its name, if the issue
has not been approved by the competent company organs, or if the minimum
contributions required by the law have not been paid, is punishable with
imprisonment up to one year and a fine of up to 150 days.
(Common principles)
1. The facts described in the previous articles are only punishable if
committed intentionally.
2. An attempt of facts punishable with imprisonment, or with imprisonment and
a fine, under the previous articles, is punishable.
3. The intention to obtain a benefit for oneself, the spouse, or persons
related by consanguinity or affinity up to and including the third degree, is
always considered as an aggravating circumstance.
4. If, before criminal proceedings have been initiated, the perpetrator of a
fact described in the previous articles has fully compensated the economic
damage and has given sufficient satisfaction for the moral damage caused,
without any further illegitimate damage to third parties, such damage shall not
be considered in determining the applicable penalty.
(Subsidiary legislation)
The provisions of the Criminal Code and complementary legislation apply
subsidiarily to the crimes mentioned in this Chapter.
ECONOMIC INTEREST GROUPINGS
GENERAL PROVISIONS
(Purpose of an economic interest grouping)
Two or more commercial entrepreneurs can, without prejudice to their legal
personalities, create among themselves an economic interest grouping, in order
to facilitate or develop their economic activity and to improve or increase the
results of such activity.
(Complementarity of activity of an economic interest grouping)
1. The activity to be undertaken by an economic interest grouping shall be
related to the economic activity of the members and can only constitute a
complement to such activity.
2. A grouping cannot:
a) exercise, directly or indirectly, a power of direction or control over its
members' own activities or over the activities of another entrepreneur, namely
in the fields of personnel, finance and investments;
b) hold directly or indirectly, under any title, any members' shares or
participations, of any form; the holding of shares or participations in another
company which is not a member shall be possible only insofar as it is necessary
for the achievement of the object of the grouping and if it is done for the
account of its members;
c) be a member of another economic interest grouping;
d) exercise company positions in any companies, associations or economic
interest groupings.
(Profits)
1. An economic interest grouping shall not have as its main purpose to obtain
and share profits.
2. An economic interest grouping can have as an ancillary purpose to obtain
and share profits only if expressly authorized by the constituent contract.
3. An economic interest grouping which directly exercises lucrative ancillary
activities, not authorized in the contract, or which exercises as core activity
a directly lucrative activity authorized as ancillary, shall be for all purposes
subject to the rules on general partnerships.
(Capital and instruments of representation)
1. An economic interest grouping can be created without capital.
2. The participation of the members in the grouping, whether it has own
capital or not, cannot be represented by negotiable instruments.
(Form and compulsory content of grouping contract)
1. A grouping contract and its amendments shall be made in a written
document, which can be a private document, unless other form is required by the
nature of the goods with which the members contribute to the grouping.
2. A grouping contract must at least mention:
a) the firm;
b) the registered office of the grouping;
c) the object;
d) the name or the firm, the legal nature, the domicile or registered office
and registration number of each member of the grouping;
e) the duration of the grouping, if it is determined;
f) the contributions of the members of the grouping to the costs and the
structure of the capital, if it exists.
(Publications)
The grouping contract and the respective amendments are subject to the
publications required by the law for the creation of commercial companies.
(Acquisition of legal personality)
1. A grouping acquires legal personality with the entry of its act of
incorporation in the commercial register, and keeps it until registration of the
closure of its liquidation.
2. The corresponding provisions regarding commercial companies are applicable
to acts practiced before registration on behalf of the grouping.
(Bonds issue)
A grouping can issue bonds, if all members are stock companies; the issue is
subject to the general conditions applicable to the issue of such instruments by
companies.
(Mentions in documents addressed to third parties)
Article 328 is applicable to the groupings, with the necessary adaptations.
ORGANS OF ECONOMIC INTEREST GROUPING
(Organs of the grouping)
1 The organs of a grouping are the general meeting and the administration.
2. A grouping contract can create other organs; in such case, it shall define
the respective powers.
3. The general meeting can pass any resolutions with a view to the
accomplishment of the object of the grouping.
(Administration)
1. The administration is conducted by one or more individuals appointed in
the grouping contract or by resolution of its members.
2. Persons who, in accordance with the law, cannot be part of the organ of
administration of a company, or who cannot exercise a commercial enterprise,
cannot be administrators of a grouping.
3. A collective person member of a grouping can be an administrator, but
shall appoint an individual as its representative; the collective person is
jointly and severally liable with the person appointed as its representative for
the acts of the latter.
4. The appointment or dismissal of administrators not appointed in the
contract is a competence of the general meeting, as well as the level of
remuneration, if due.
5. Administrators who are not part of the grouping can be dismissed at any
time by means of a resolution of the majority of the members, even if they have
been appointed in the contract.
6. The administration is obliged to render accounts annually.
(Representation of grouping)
1. Only the administrator or, if they are several, each of the
administrators, represents the grouping towards third parties.
2. Each administrator binds the grouping in relation to third parties, when
acting in the name of the grouping, even if his acts are not included in its
object, unless the grouping proves that the third party knew that the act
exceeded the limits of the object of the grouping or could not ignore it, taking
into account the circumstances; the mere publication of the grouping contract is
not sufficient evidence.
3. Any limitation, arising from the grouping contract or from a resolution of
the members, to the powers of the administrators cannot be invoked against third
parties, even if it has been published.
4. The contract can state that the grouping is only validly bound by means of
two or more administrators acting jointly.
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