Companies Law

1. A partner may assign his interest to any of the partners in accordance with the conditions stipulated in the company’s articles of incorporation. 2. If a partner intends to assign his interest, with or without consideration, to a non-partner, he must notify the other partners, through the company’s manager, of the name of the assignee or purchaser and the conditions of the assignment or sale, and the manager must notify the partners upon receipt of such notification. Each partner may exercise the right of first refusal and request to purchase said interest and pay its value or the company may purchase said interest within 30 days from the date the manager is notified of the agreed upon price. If multiple partners decide to exercise their right to purchase said interest, the interest shall be divided among them in proportion to their interest in the capital. If a disagreement arises over the value of the interest, an accredited valuer, or more, shall valuate said interest at the expense of the partner exercising said right, or the company, as the case may be, and prepare a report indicating the fair value of the assignor’s interest. If the period prescribed for the right of first refusal expires and the partner does not invoke such right or does not pay the value of the interest, or the company does not purchase the interest, the partner owning the interest may assign such interest to a third party. 3. The company’s articles of incorporation may stipulate a different notification method for the assignment of interests, a different method for their valuation, or a longer period for exercising the right of first refusal regarding such interests and for payment of their value or a longer period for their purchase by the company. 4. The right of first refusal provided for in this Article shall not apply to the transfer of the ownership of interests by way of inheritance or bequest or Companies Law pursuant to a judgment rendered by the competent judicial authority.