Companies Law

1. If the total value of in-kind contributions provided upon the incorporation of the company or upon the increase of its capital does not exceed half of the company’s capital, the valuation of said contributions by an accredited valuer shall not be required, unless the incorporators or shareholders agree otherwise. 2. If the value of in-kind contributions provided upon the incorporation of the company or upon the increase of its capital exceeds half of the company’s capital, said contributions must be valuated by an accredited valuer, or more, who shall prepare a report indicating the fair value of the contributions. Such report shall be presented to the incorporators or shareholders for deliberation. Providers of in-kind contributions may not vote on the decision relating to said report. If the incorporators or shareholders decide to reduce the value of in-kind contributions specified in the report, such reduction must be approved by the providers of said contributions. 3. The period between the issuance of the accredited valuer’s report on the fair value of in-kind contributions and the issuance of shares in exchange for said contributions shall not exceed the period prescribed by the Regulations. 4. If the in-kind contributions are not valuated by an accredited valuer as provided for in this Article, or if said contributions are valuated at a value other than the value provided by the appointed accredited valuer, the incorporators or shareholders shall be personally liable against third parties for the fairness of the valuation of the in-kind contributions, and they shall pay the difference in cash to the company. In such case, a derivative action shall not be heard after the lapse of five years from the date of the company’s registration with the Commercial Register or from the date of its capital increase, as the case may be. Chapter 3: Simplified Joint-Stock Company Management