Companies Law

1. The general assembly of partners may decide to decrease the capital if it exceeds the company’s needs or if the company incurs losses. In case of losses, the decision to decrease the capital shall not be issued until a statement prepared by the company manager stating the grounds for such decrease, the company’s liabilities, and the effect of the decrease on such liabilities is presented at the general assembly of partners; said statement shall include the report of the company's auditor. If partner decisions are passed by circulation, it may suffice to present the statement to the partners. 2. If the decision to decrease the capital is because it exceeds the company’s needs, each of the company’s managers shall prepare a statement of the company’s financial solvency stating that: a) upon reviewing the company’s position, he affirms that, as of the date of the statement, there is nothing that would render the company incapable of paying its debts and liabilities; and b) the company is able to pay its debts and liabilities due within the 12 months following the date of the statement. 3. Each of the company’s managers shall sign the statement referred to in Companies Law paragraph (2) of this Article, indicating the date thereof. The partners shall be provided with said statement at least 15 days prior to the date set for making the capital decrease decision. 4. The partners shall submit a draft amendment of the company’s articles of incorporation which includes the capital decrease to the Commercial Register within 15 days from the date on which the capital decrease decision is issued. The documents referred to in paragraphs (1) and (2) of this Article, as the case may be, shall be enclosed with the draft. The capital decrease decision shall take effect upon its registration and publication with the Commercial Register.