General Law of Companies

GENERAL LAW OF COMMERCIAL SOCIETIES

Official Journal of the Federation on August 4, 1934

Last reform published in the DOF on June 13, 2014

In the margin a stamp that says: Federal Executive Branch.-United States of Mexico.-Mexico. -Secretariat of Government.

The C. Constitutional President Substitute of the United Mexican States, the following Law has been addressed:

"ABELARDO L. RODRIGUEZ, Constitutional President Substitute of the United Mexican States, to its inhabitants, known: "

That in use of the extraordinary powers granted to me by the Decree issued by the Congress of the Union, dated December 28, 1933, to issue a new Code of Commerce and the special laws on trade and commercial procedural law, I have had to issue the following

GENERAL LAW OF COMMERCIAL SOCIETIES

CHAPTER I

Of the constitution and operation of societies in general

Article 1o.- This Act recognizes the following species of mercantile societies:

I.- Society on a collective name;

II.- Society in Simple Comandite;

III.- Limited Liability Society;

IV.- Anonymous Society;

V.- Society in Comandite by Actions, and

VI.- Cooperative Society.

Any of the companies referred to in fractions I to V of this Article may be constituted as a variable capital company, then the provisions of the Chapter VIII of this Law.

Article 2o.- Commercial companies registered in the Public Registry of Commerce have legal personality different from that of the partners.

Except for the case provided for in the following article, the companies registered in the Public Registry of Commerce may not be declared null and void.

Companies not registered in the Public Registry of Commerce that have been externalized as such, against third parties, or not in public deed, will have personality legal.

The internal relations of the irregular societies shall be governed by the respective social contract, and, failing that, by the general provisions and by the special provisions of this law, according to the kind of company in question.

Those who carry out legal acts as representatives or leaders of an irregular society will respond to the compliance of the same vis-à-vis third parties, subsidiary, solidarity and unlimitedly, without prejudice to criminal liability, in which they have incurred, where the third parties are injured.

The partners who are not guilty of the irregularity will be able to demand damages from the guilty parties and those who will act as representatives or leaders of the irregular society.

Article 3o.- Companies that have an illicit object or regularly execute illicit acts shall be null and void and shall be immediately wound up, at the request of all Time may be made by any person, including the Public Ministry, without prejudice to the criminal liability to which they may take place.

The liquidation will be limited to the realization of the social asset, to pay the debts of the society, and the remnant will be applied to the payment of the civil liability, and in default of this, to the Public Beneficence of the locality in which the company has had its domicile.

Article 4o.- They shall be deemed to be commercial in any of the forms recognized in Article 1 of this Law.

Commercial companies may carry out all acts of trade necessary for the fulfilment of their social object, except as expressly prohibited by law and the social statutes.

Article 5o. The companies shall be made public and in the same manner shall be included with their modifications. The public purse shall not authorize the deed or policy when the statutes or its modifications contravene the provisions of this Law.

Article 6o. The constitutive writing or policy of a society shall contain:

I.- The names, nationality and domicile of the natural or moral persons constituting the company;

II.- The object of society;

III.- Your social reason or denomination;

IV.-Its duration, which may be indefinite;

V.- The amount of social capital;

VI.- The expression of what each partner contributes in money or other goods; the value attributed to them and the criterion followed for their valorization.

When the capital is variable, the minimum to be fixed shall be expressed;

VII.- The address of the company;

VIII.- The manner in which the company and the administrators' faculties are to be administered;

IX.- The appointment of the administrators and the appointment of the social signatures;

X.- How to make distribution of profits and losses among members of society;

XI.- The amount of the reserve fund;

XII.- The cases in which the society has to dissolve early, and

XIII.- The basis for practicing the liquidation of the society and the way to proceed to the election of the liquidators, when they have not been designated in advance.

All the requirements referred to in this Article and any other rules established in writing on the organization and functioning of the company shall constitute the statutes of same.

Article 7o. If the social contract has not been awarded in writing or policy to the public purse, but contains the requirements of fractions I (a) VII of Article 6o., any person who appears as a member may sue in the summary form the grant of the corresponding writing or policy.

In the event that the social deed is not filed within 15 days from its date, for registration in the Public Registry of Commerce, any partner may sue on the summary path that record.

Persons who conduct operations in the name of the company, prior to the registration of the constitutive writing, shall contract against third parties unlimited and in solidarity with those operations.

Article 8o.- In the event that the requirements set out in paragraphs VIII to XIII, inclusive, of Article 6 are omitted, the relative provisions of this Act shall apply.

Likewise, the permissive rules contained in this Law will not constitute exceptions to the contractual freedom that prevails in this matter.

Article 8-A.- The social exercise of commercial companies will coincide with the calendar year, unless the same ones are legally constituted after 1. of January of the corresponding year, in which case the first financial year shall start on the date of its establishment and end on 31 December of the same year.

In cases where a company enters into liquidation or is merged, its social exercise shall terminate in advance on the date on which it enters into liquidation or is merged and shall be deemed to be there shall be an exercise throughout the period in which the company is in liquidation and the latter shall be the same as the latter with the effect laid down in Article 11 of the Tax Code of the Federation.

Article 9o.- Any society may increase or decrease its capital, observing, according to its nature, the requirements that this Law requires.

The reduction of social capital, effected by reimbursement to the partners or release granted to these unrealised exhibitions, will be published in the system electronic system established by the Ministry of Economy.

The creditors of the company, separately or jointly, may object to the judicial authority to such a reduction, from the day on which the decision has been taken by the company, up to five days after the last publication.

The opposition will be dealt with in the summary route, suspending the reduction between the society and not paying the credits of the opponents, or not guaranteeing them to the satisfaction of the judge know the case, or until it causes the judgment to declare that the opposition is unfounded.

Article 10.- The representation of any merchant company will be up to its administrator or administrators, who will be able to perform all the operations inherent in the object of the company, except as expressly provided by the Law and the social contract.

In order for the powers granted by the company to take effect by agreement of the assembly or of the collegiate body of administration, in its case, it will be sufficient for the notary of the part of the minutes in which the agreement relating to his grant is recorded, duly signed by those who acted as president or secretary of the assembly or of the administrative organ as appropriate, who must sign the instrument notarial, or in default the delegate specially designated for the to replace the above.

The notary shall record in the corresponding instrument, by means of the relation, insertion or the addition to the appendix of the certifications, in the conduct, of the documents that to the the company's name or social reason, its domicile, duration, amount of the share capital and the object of the company, as well as the powers that correspond to its statutes to the body that agreed to the granting of the power and, where appropriate, the appointment of the members of the administrative body.

If the society grants the power through a person other than the mentioned organs, in addition to the relation or insertion indicated in the preceding paragraph, it must be left accredited that the person has the authority to do so.

Article 11.- Unless otherwise agreed, the contributions of goods shall be construed as being of domain. The risk of the thing will not be borne by the society, but until the respective delivery is made.

Article 12.- Despite any pact to the contrary, the partner who brings to society one or more credits, will respond to the existence and legitimacy of them, as well as the the solvency of the debtor, at the time of the contribution, and that, in the case of a credit claim, they have not been the subject of the publication that prevents the law for the loss of securities of that species.

Article 13.- The new partner of an already constituted society responds to all the social obligations contracted before its admission, even if the social reason is modified or the name. The pact to the contrary will not produce effect on the detriment of third parties.

Article 14.- The partner who separates or is excluded from a company, will be held responsible for third parties, of all pending operations at the time of the separation or exclusion.

The pact to the contrary will not affect third parties.

Article 15.- In cases of exclusion or separation of a partner, except in the variable capital companies, the company may retain the share of capital and profits of until the end of the pending operations at the time of the exclusion or separation, the liquidation of the social having to do so must be made until then.

Article 16.- In the distribution of profit or loss, the following rules shall be observed, unless otherwise agreed:

I.- The distribution of profits or losses among the capitalist partners will be made in proportion to their contributions;

II.- The industrial partner will be responsible for half of the profits, and if several, that half will be divided equally, and

III.- The industrial partner or partners will not report the losses.

Article 17.- There will be no legal effect for stipulations that exclude one or more partners from participating in earnings.

Article 18.- If you have lost the share capital, it must be reintegrated or reduced before you become repartition or profit allocation.

Article 19.- The distribution of utilities may only be made after the financial statements have been duly approved by the assembly of shareholders or shareholders. cast them. No profit distribution may also be made as long as they have not been restored or absorbed by the application of other assets, losses incurred in one or more previous years, or the share capital has been reduced. Any stipulation to the contrary will not produce legal effect, and both the company and its creditors may repeat for the advances or repartitions of profits made in contravention of this article, against the persons who have received them, or require their reimbursement to the administrators who have paid them, being some and other jointly and severally liable for such advances and repartitions.

Article 20.- Of the net profits of any company, five percent, at least, must be separated annually to form the reserve fund, until the fifth Part of the share capital.

The reserve fund must be reconstituted in the same way when it decreases for any reason.

Article 21.- The agreements of the administrators or the meetings of members and assemblies, which are contrary to the provisions of the previous article, are null and void. At any time when, notwithstanding this prohibition, it appears that the separations of the profits have not been made to form or reconstitute the reserve fund, the managers responsible will be unlimited and jointly and severally obliged to to deliver to the company, an amount equal to that which was due to be separated.

The rights of administrators to repeat against partners for the value of what they deliver when the reserve fund has been distributed remain safe.

The capitalization of the legal reserve shall not be understood as a distribution, where this is done, but in this case it shall be reconstituted from the year following that in which it is capital, in the terms of Article 20.

Article 22.- To make effective the obligation imposed on the directors of the previous article, any partner or creditor of the company may demand compliance with the the summary path.

Article 23.- The particular creditors of a partner may not, for the duration of the company, make their rights effective but on the profits that correspond to the partner according to the corresponding financial statements, and, when the company is dissolved, on the portion corresponding to the settlement. They will also be able to make their rights effective on any other reimbursement that is done in favour of the partners, such as return of premiums on shares, returns of additional contributions and any other such.

They may, however, seize the portion that corresponds to the settlement partner and, in the shares of the shares, may seize and sell the debtor's shares.

When actions are cautioning the managers 'or stewards' efforts, the embargo will produce the effect that, when the time is due to return, the actions, they are made available to the authority that practiced the embargo as well as the dividends caused since the date of diligence.

Article 24.- The judgment against the company, condemning it to the fulfilment of obligations with respect to the third, will have the force of res judicata against the partners, when they have been jointly sued with the company. In this case the judgment will first be executed on the assets of the company and only in the absence or insufficiency of the assets of the partners in demand.

When the obligation of the partners is limited to the payment of their contributions, the execution of the judgment will be reduced to the insolute amount payable.

CHAPTER II

From society on collective name

Article 25.- Society on behalf of a collective is one that exists under a social reason and in which all the partners respond, in a subsidiary way, unlimited and in solidarity, social obligations.

Article 26.- The clauses of the company contract that suppress the unlimited and supportive liability of the partners, will not produce any legal effect in relation to third parties; but the partners may stipulate that the liability of some or some of them is limited to a particular portion or quota.

Article 27.- The social reason will be formed with the name of one or more partners, and when they do not appear all of them, the words and company or others will be added equivalents.

Article 28.- Anyone who is foreign to the society that makes the name appear or allows them to be named in the social reason, will be subject to unlimited liability and solidarity provided for in Article 25.

Article 29.- The income or separation of a partner will not prevent the same social reason from continuing until then used; but if the name of the partner is separated in the social reason, the word "successors" must be added to it.

Article 30.- When the social reason for a company is the one that has served another company whose rights and obligations have been transferred to the new one, it will be added to the social the word "successors".

Article 31.- Partners cannot give up their rights in the company without the consent of all others, and without it, they cannot be admitted to new ones, except in one or another case the social contract provides that it will be quite the consent of the majority.

Article 32.- In the social contract, it may be agreed that the death of any of the partners will continue the partnership with their heirs.

Article 33.- In the event that the assignment of Article 31 is authorized, in favor of a foreign person to the company, the members shall have the right of the same, and shall enjoy a the period of 15 days to be exercised, from the date of the meeting in which the authorization was granted. If it is several partners who want to use this right, they will be responsible to all of them in proportion to their contributions.

Article 34.- The social contract cannot be modified but by the unanimous consent of the partners, unless it is agreed that the modification may be agreed upon by the majority of them. In this case the minority will have the right to secede from society.

Article 35.- The partners, neither on their own, nor on the other hand, may engage in the same gender of those that constitute the object of the society, nor be part of companies that perform them, except with the consent of the other partners.

In case of contravention, the company may exclude the infringer, depriving it of the benefits that correspond to it and require it to the amount of damages.

These rights shall be extinguished within three months from the day on which the company becomes aware of the infringement.

Article 36.- The management of the company will be in charge of one or more administrators, who may be partners or strangers to it.

Article 37.- Unless otherwise agreed, the appointments and removals of the administrators shall be made freely by the majority of the members ' votes.

Article 38.- Any partner shall have the right to separate, when against his or her vote, the appointment of any administrator in person strange to the society.

Article 39.- When the administrator is a partner and in the social contract his or her immobility will be agreed upon, he/she can only be legally removed for dolo, guilt or inability.

Article 40.- Whenever no administrator designation is made, all partners will participate in the administration.

Article 41.- The administrator may only dispose and tax the real estate of the company, with the consent of the majority of the partners, or in the event that Disposal constitutes the social object or is a natural consequence of it.

Article 42.- The administrator may, under his or her responsibility, give powers for the management of certain and certain social businesses, but to delegate his order, he will need the the agreement of the majority of the partners, with those of the minority having the right to withdraw when the delegation is suspicious in person strange to the society.

Article 43.- The administration account will be rendered semi-annually, if there is no pact on the particular account, and at any time when the partners agree.

Article 44.- The use of the social reason corresponds to all administrators, except that in constitutive writing is limited to one or more of them.

Article 45.- The decisions of the administrators will be taken by majority vote, and in case of a tie, the partners will decide.

In the case of urgent acts, the omission of which will result in serious damage to society, a single administrator may decide in the absence of the others in the the impossibility, even momentary, of resolving the acts of the administration.

Article 46.- The partners will also resolve by voting for most of them. However, in the social contract, it may be agreed that the majority will be computed by amounts; but if only one partner represents the greatest interest, it will also take the vote of another.

For the purposes of this precept, the industrial partner shall enjoy a single representation which, unless otherwise provided in the social contract, shall be equal to that of the highest interest of the capitalist partners. Where several industrial partners are involved, the sole representation granted to them by this Article shall be exercised by issuing as a vote that which has been adopted by a majority of persons among the industrialists themselves.

Article 47.- Non-administrator partners may appoint an auditor to monitor the acts of the administrators, and they shall have the right to examine the state of the the company's management and accounting and papers, making the claims they deem convenient.

Article 48.- The social capital may not be distributed but after the dissolution of the company and after the respective liquidation, unless otherwise agreed by the interest of third parties.

Article 49.- The industrial partners shall, unless otherwise agreed, receive the amounts they periodically need for food; quantities and periods of collection shall be fixed by agreement of the majority of the partners or, failing that, by the judicial authority. What the industrial food partners perceive will be counted in the annual earnings balance sheets, without any obligation to reintegrate them in cases where the balance sheet does not yield profits or yields them in smaller quantities.

The capitalist partners that administer may receive a remuneration from general expenses on a regular basis, according to the majority of the partners.

Article 50.- The partnership contract may be terminated with respect to a partner:

I.- By use of the firm or social capital for own businesses;

II.- For violation of the social pact;

III.- For violation of the legal provisions governing the social contract;

IV.- By commission of fraudulent or intentional acts against the company;

V.- For bankruptcy, interdiction, or disablement to exercise commerce.

CHAPTER III

From the Simple Comandite Society

Article 51.- A simple comandite company is the one that exists under a social reason and is composed of one or several comanditated partners that respond, in a subsidiary way, unlimited and jointly and severally, of the social obligations, and of one or several other persons who are only obliged to pay their contributions.

Article 52.- The social reason shall be formed with the names of one or more comanditados, followed by the words "and company" or other equivalents, when the names of the all. The words "Sociedad en Comandita" or its abbreviation "S." shall be added to the social reason. in C ".

Article 53.- Anyone, whether a partner or foreign partner, who makes the name appear or allows the name to be listed in the social reason, will be subject to the responsibility of the members. In this same responsibility, the comanditarians will incur when the expression "Society in Comandita" or its abbreviation is omitted.

Article 54.- The comanditarian partner or partners cannot exercise any administrative act, even with the character of the administrators ' proxies; but the authorizations and the supervision given or exercised by the members, in the terms of the social contract, shall not be deemed to be acts of administration.

Article 55.- The comanditario partner shall be jointly and severally obliged to the third parties for all the obligations of the company in which it has taken part in contravention of the provided in the previous article. It shall also be jointly and severally liable to third parties, even in operations where it has not taken part, if it has habitually administered the business of the company.

Article 56.- If for the cases of death or incapacity of the managing partner, the way to replace it and the society has not been determined in the social script (a) to continue, an associate member may, in the absence of any other person, carry out the acts of emergency or administration within a month, counted from the day on which the death or incapacity was effected.

In these cases the comanditario partner is not responsible more than the execution of his/her command.

Article 57.- Articles 30 to 39, 41 to 44, and 46 to 50 are applicable to the society.

Articles 26, 29, 40 and 45 will only apply with reference to the partners.

CHAPTER IV

From the limited liability company

Article 58.- Limited liability company is the one that is constituted between partners who are only obliged to pay their contributions, without the social partners may be represented by negotiable securities, order or bearer, as they shall only be ceded in the cases and with the requirements laid down in this Law.

Article 59.- The limited liability company will exist under a denomination or under a social reason that will be formed with the name of one or more partners. The name or social reason shall be immediately followed by the words 'Limited Liability Company' or its abbreviation ' S. de R. L. " The omission of this requirement shall subject the partners to the responsibility laid down in Article 25.

Article 60.- Anyone extraneous to the society that makes the name appear or allows them to be named in the social reason, will respond from social operations to the amount of the largest of the contributions.

Article 61.- No limited liability company will have more than fifty partners.

Article 62-Social capital will be the one established in the social contract; it will be divided into social parts that may be of unequal value and category, but which in any case shall be a multiple of a weight.

Article 63.- The constitution of limited liability companies or the increase in their share capital may not be made by public subscription.

Article 64.- When the company is established, the capital must be fully subscribed and displayed at least fifty percent of the value of each social part.

Article 65.- For the assignment of social parties, as well as for the admission of new members, the consent of the partners representing the majority of the social capital will suffice. except where the statutes have a higher proportion.

Article 66.- When the assignment of the above article is authorized in favor of a person who is foreign to the company, the members shall have the right and shall enjoy a the period of 15 days to be exercised, counted from the date of the meeting in which the authorization was granted. If it is several partners who want to use this right, they will be responsible to all of them in proportion to their contributions.

Article 67.- The transfer by inheritance of the social parts, will not require the consent of the partners, except pact that provides for the dissolution of the society by the death of one of them, or which provides for the liquidation of the social part corresponding to the deceased partner, in the event that the company does not continue with the latter's heirs.

Article 68.- Each partner will have no more than one social part. When a partner makes a new contribution or acquires the whole or a fraction of the part of a co-associate, the value of its social part shall be increased in the respective amount, unless it is parties having different rights, then the individuality of the social partners will be preserved.

Article 69.- The social parts are indivisible. However, it may be established in the company contract, the right of division and the partial transfer, respecting the rules contained in Articles 61, 62, 65 and 66 of this Law.

Article 70.- When the social contract is established, the partners, in addition to their general obligations, will have to make additional contributions in proportion to their primitive contributions.

It is prohibited to agree on the social contract with ancillary services consisting of work or personal service of the partners.

Article 71.- The amortization of the social parts will not be allowed but in the measure and form that establishes the current social contract at the time the parties have been acquired by the partners. The amortisation shall be carried out with the liquid profits from which the dividend payment can be made available in accordance with the Law. In the event that the social contract is expressly provided for, they may be issued in favour of the partners whose social partners have been written off, certificates of enjoyment with the rights set out in Article 137 for the purposes of enjoyment.

Article 72.- In social capital increases the same rules of the constitution of society will be observed.

The partners will have, in proportion to their social partners, preference to subscribe the newly issued, unless this privilege is abolished by the social contract or the agreement of the assembly that decides the increase of social capital.

Article 73.- The company will carry a special book of the members, in which the name and address of each one will be entered, with an indication of their contributions, and the transmission of the social partners. This will not have any effect on third parties but after registration.

Anyone who checks a legitimate interest will have the power to consult this book, which will be in the care of the administrators, who will respond personally and in solidarity with their regular existence and the accuracy of their data.

Article 74.- The management of limited liability companies shall be in charge of one or more managers, who may be partners or persons extraneous to the company, temporarily or indefinitely designated. Unless otherwise agreed, the company shall have the right to revoke its administrators at any time.

When the designation of the managers is not made, the provisions of the article shall be observed 40.

Article 75.- Managers ' resolutions will be taken by a majority of votes, but if the social contract requires them to work together, unanimity will be required, unless the majority considers that the company is in serious danger with the delay, since then it may issue the relevant decision.

Article 76.- Administrators who have not been aware of the act or voted against, will be held accountable.

The action of responsibility in the interests of the society against the managers, for the drawback of the social patrimony, belongs to the assembly and to the members individually considered; but they will not be able to exercise it when the assembly, with a favourable vote of three-quarters of the share capital, has acquitted the managers of their responsibility.

The liability action against the administrators also belongs to the social creditors; but it can only be exercised by the liquidators, after the bankruptcy of the society.

Article 77.- The assembly of the partners is the supreme organ of the society. Its resolutions shall be taken by a majority of the votes of the members representing at least half of the share capital, unless the social contract requires a higher majority. Unless otherwise stated, if this figure is not obtained at the first meeting, the partners will be called for the second time, making decisions by a majority of votes, whatever the portion of the capital represented.

Article 78.- Assemblies will have the following powers:

I.- Discuss, approve, modify or reprove the balance sheet for the closed social exercise and to take appropriate action on these grounds.

II.- Proceed to the distribution of utilities.

III.- Name and remove managers.

IV.- Designate, if applicable, the Surveillance Board.

V.- Resolve the division and amortization of social parts.

VI.- Require, if applicable, supplementary contributions and ancillary services.

VII.- Try against the social organs or against the partners, the actions that correspond to demand damages.

VIII.- Modify the social contract.

IX.- Consentir in social party disposals and in the admission of new partners.

X.- Decide on social capital increases and reductions.

XI.- Decide on the dissolution of the society, and

XII.- The others that correspond to them according to the Law or the social contract.

Article 79.- Any partner shall have the right to participate in the decisions of the assemblies, with a vote for every thousand pesos of their contribution or the multiple of this amount that has been determined, except where the social contract provides for privileged social parties.

Article 80.- Assemblies shall meet at the registered office, at least once a year, at the time specified in the contract.

Article 81.- Assemblies shall be convened by the managers; if they do not do so, by the Supervisory Board, and in the absence or omission thereof, by the partners representing more than The third part of the share capital.

Unless otherwise agreed, the calls shall be made by means of letters certified with acknowledgement of receipt, which shall contain the order of the day and be addressed to each partner at least, eight days in advance of the assembly's celebration.

Article 82.- The social contract may include cases where the assembly meeting is not necessary, and in them it will be forwarded to the members, by registered letter with acknowledgement receipt, the text of the decisions or decisions, the corresponding vote being cast in writing.

If the partners representing more than one third of the social capital so request, the assembly must be convened, even if the social contract only requires the vote to be taken. correspondence.

Article 83.- Unless otherwise agreed, the modification of the social contract will be decided by the majority of the partners representing at least three quarters of the social capital; with the exception of cases of change of object or of the rules determining an increase in the obligations of the partners, in which the unanimity of votes will be required.

Article 84.- If the social contract so establishes, the constitution of a Surveillance Council, formed of partners or persons extraneous to the society, shall be made.

Article 85.- In the social contract, it may be stipulated that the partners have the right to receive interest not greater than nine percent annually on their contributions, even if there are no benefits; but only for the period of time necessary for the execution of the work which the object of the company is required to precede at the beginning of its operations, without any such period exceeding three years. These interests must be charged to overheads.

Article 86.- The provisions of Articles 27, 29, 30, 38, 42, 43, 44, 48 and 50, fractions I, II, III and IV are applicable to limited liability companies.

CHAPTER V

From the anonymous society

Article 87.- Anonymous company is the one that exists under a denomination and consists exclusively of partners whose obligation is limited to the payment of their shares.

Article 88.- The denomination will be formed freely, but will be different from that of any other society and will be used always followed by the words " Company of its abbreviation 'S.A.'

FIRST SECTION

From the constitution of society

Article 89.- To proceed with the constitution of an anonymous company is required:

I.- That there are at least two partners, and each of them subscribes to at least one action;

II.-That the social contract establishes the minimum amount of social capital and is fully subscribed;

III.- That is displayed in cash, at least twenty percent of the value of each action payable in numerary, and

IV.- That the value of each action to be paid, in whole or in part, with goods other than the numerary, be displayed in full.

Article 90. The public limited liability company may be constituted by the appearance before the public purse, of the persons who grant the corresponding writing or policy, or by public subscription, in which case it shall be within the meaning of Article 11 of the Securities Market Act.

Article 91. The constitutive writing or policy of the public limited liability company shall contain, in addition to the data required by Article 6, the following:

I.- The displayed portion of the social capital;

II.- The number, nominal value, and nature of the shares in which the share capital is divided, except as provided in the second paragraph of Article 125 (IV);

III.- The form and terms in which the insolute portion of the actions is to be paid;

IV.- Participation in utilities granted to founders;

V.- The appointment of one or more commissars;

VI.- The powers of the General Assembly and the conditions for the validity of its deliberations, as well as for the exercise of the right to vote, as soon as the provisions legal can be modified by the will of the partners.

VII. Where applicable, the stipulations that:

a) Impose restrictions, of any nature, on the transfer of ownership or rights, in respect of shares in the same or a representative class of social capital, other than what is provided for in Article 130 of the General Law on Companies.

b) Set up causal partners or to exercise separation, withdrawal, or redemption rights to write down shares, as well as the price or basis for their determination.

c) Allow actions to be issued that:

1. Do not trust voting rights or the vote will be restricted to some issues.

2. Grant non-economic social rights other than the right to vote or exclusively the right to vote.

3. Trust the right of veto or require the favorable vote of one or more shareholders in respect of the resolutions of the general assembly of shareholders.

The actions referred to in this paragraph shall be taken into account for the determination of the quorum required for the installation and voting in the shareholders ' assemblies, exclusively in cases in respect of which they confer the right to vote to their holders.

d) Implement mechanisms to follow in case shareholders do not reach agreements on specific issues.

e) Extend, limit or deny the preferential subscription right referred to in Article 132 of the General Law on Companies.

f) Allow limitation of liability in damages caused by its directors and officers, arising from acts that they execute or decisions to be taken, provided that they are not intentional or bad acts, or unlawful acts in accordance with this or other laws.

Article 92.- When the public limited liability company is to be constituted by public subscription, the founders shall draw up and deposit in the Public Registry of Commerce a program that shall contain the draft of the statutes, with the requirements of Article 6, with the exception of those laid down in the first paragraph of fractions I and VI and Article 91, with the exception of that which is prevented by the V.

Article 93.- Each subscription will be collected in duplicate in copies of the program, and will contain:

I.- The name, nationality, and address of the subscriber;

II.- The number, expressed with letters, of the subscribed actions; their nature and value;

III.- The form and terms in which the subscriber is forced to pay the first display;

IV.- When the shares are to be paid with goods other than the number, the determination of these;

V.- The way to call for the Constitutive General Assembly and the rules to be held;

VI.- The date of the subscription, and

VII.- The declaration that the subscriber knows and accepts the draft of the statutes.

The founders will retain a copy of the subscription and deliver the duplicate to the subscriber.

Article 94.- Subscribers shall deposit in the institution of credit designated for the purpose by the founders, the amounts which have been required to be displayed in numerals, agreement with section III of the previous article, to be collected by the representatives of the company once constituted.

Article 95.- The contributions other than the numerary will be formalized when the act of the constitutive assembly of the society is protocolized.

Article 96.- If a subscriber fails to comply with the obligations set out in Articles 94 and 95, the founders may legally require the subscriber to comply or not subscribed the actions.

Article 97.- All actions must be subscribed within one year, counted from the date of the program, unless a shorter time period is set.

Article 98.- If the conventional or legal term mentioned in the previous article is expired, the share capital is not fully subscribed, or for any other reason is not become the company, the subscribers will be detached and they will be able to withdraw the amounts they have deposited.

Article 99. Subscribe to the social capital and made the legal exhibitions, the founders, within a period of fifteen days, will publish the call for the Meeting of the Constitutive General Assembly, in the form provided for in the program, in the electronic system established by the Secretariat of Economy.

Article 100.- The Constitutive General Assembly will address:

I.- To check the existence of the first display prevented in the draft statutes;

II.- To examine and, if necessary, approve the value of the goods other than the number one or more partners would have been obliged to contribute. Subscribers shall not be entitled to vote in relation to their respective contributions in kind;

III.- To deliberate about the participation that the founders would have reserved in the utilities;

IV.- To make the appointment of administrators and commissars to operate within the period specified by the statutes, with the designation of those of the first have to use the social signature.

Article 101.- Approved by the General Assembly, the constitution of the company shall proceed to the protocolization and registration of the minutes of the board and the statutes.

Article 102.- Any operation performed by the founders of an anonymous company, with the exception of those necessary to constitute it, shall be void with respect to it, if not approved by the General Assembly.

Article 103.- They are founders of an anonymous society:

I.- Those mentioned in Article 92, and

II.- The licensors of the social constitutive contract.

Article 104.- The founders cannot stipulate in their favor any benefit that undermines the social capital, neither in the act of the constitution nor for the future. Any pact to the contrary is null.

Article 105.- The participation granted to the founders in the annual earnings shall not exceed 10%, nor may it cover a period of more than ten years from the constitution of society. This participation may not be covered but after having paid shareholders a five percent dividend on the value of their shares.

Article 106.- To accredit the participation referred to in the previous article, special titles called "Founder Bonds" subject to the provisions will be issued. of the following items.

Article 107.- The founder's bonds shall not be computed in the social capital, nor shall they authorize their holders to participate in the dissolution of the company, nor to intervene in your administration. They only confer the right to receive the participation in the profits that the bond expresses and for the time that it indicates.

Article 108.- Founder bonuses must contain:

I.- The name, nationality, and address of the founder;

II.- The expression "founder bonus" with visible characters;

III.- The name, address, duration, capital of the society, and date of incorporation;

IV.- The ordinal number of the bond and the indication of the total number of bonds issued;

V.- The participation that corresponds to the bonus in the utilities and the time during which it must be paid;

VI.- The indications that under the laws must contain the actions for what it does to the nationality of any acquirer of the bond;

VII.- The autograph signature of the administrators who must subscribe the document according to the statutes.

Article 109.- Founder's bond holders shall be entitled to the exchange of their securities by others representing different holdings, provided that the total participation of the new bonds is identical to that of the redeemed.

Article 110.- The provisions of Articles 111, 124, 126 and 127 are applicable to the founder's bonds, as soon as it is compatible with their nature.

SECOND SECTION

Of Actions

Article 111.- The actions in which the social capital of an anonymous company is divided shall be represented by nominative titles that will serve to accredit and transmit the quality and the rights of the partner, and shall be governed by the provisions relating to literal values, in so far as it is compatible with its nature and is not amended by this Law.

Article 112.- Actions will be of equal value and will confer equal rights.

However, in the social contract it may be stipulated that the capital is divided into several classes of shares with special rights for each class, always observing what the Article 17.

Article 113. Except as provided for in Article 91, each action shall be entitled to one vote only; but in the social contract it may be agreed that part of the actions have the right to vote only in the Extraordinary Assemblies which meet to deal with the matters falling within Sections I, II, IV, V, VI and VII of Article 182.

No dividends can be allocated to ordinary shares without first being paid to those of voting by limiting a five percent dividend. Where in some social year there are no dividends or less than five per cent, it shall be covered in the following years with the indicated ranking.

When the company is wound up, the limited voting shares will be refunded before the ordinary shares.

In the social contract, it may be agreed that the shares of the limited vote will be fixed at a higher dividend than the ordinary shares.

Holders of limited voting shares will have the rights that this law confers on minorities to oppose assemblies ' decisions and to review the balance sheet and the books of society.

Article 114.- When the social contract is prevented, it may be issued in favor of the persons who provide their services to the company, special actions in which shall include the rules regarding the form, value, unreliability and other particular conditions applicable to them.

Article 115.- Limited companies are prohibited from issuing shares for a sum less than their nominal value.

Article 116.- Only shares whose value is fully covered and those that are delivered to shareholders according to the general meeting shall be released. extraordinary, as a result of the capitalization of premiums on shares or other prior contributions from shareholders, as well as capitalization of retained earnings or valuation or revaluation reserves. In the case of capitalisation of retained earnings or valuation or revaluation reserves, they must have been previously recognised in financial statements duly approved by the shareholders ' assembly.

In the case of valuation or revaluation reserves, these reserves must be supported by guarantees made by independent valuers authorized by the National Securities and Exchange Commission, credit institutions or qualified public corridors.

Item 117.- (First paragraph is repealed).

The distribution of profits and share capital will be made in proportion to the amount displayed in the shares.

Subscribers and acquirers of paying shares will be liable for the insolute amount of the share for five years, counted from the date of the transfer record; but not the payment to the enajenante may be claimed without the fact that the assets of the acquirer are not excluded.

(Fourth paragraph is repealed).

Article 118.- When the time limit in which the exhibits are to be paid and the amount of the exhibits, after that period, shall be determined by the company, the company shall proceed to demand judicially, in the summary route, the payment of the exhibition, or the sale of the shares.

Article 119. When a display is issued whose term or amount is not included in the shares, a publication must be made, at least 30 days before the date indicated for the payment, in the electronic system established by the Secretariat of the Economy. After this period has not been verified, the company shall proceed in the terms of the preceding article.

Article 120.- The sale of the shares referred to in the preceding articles will be done by means of a broker titled and new titles or new certificates will be issued provisional to replace the previous ones.

The proceeds of the sale will be applied to the payment of the displayed exhibition, and if it exceeds the amount of the exhibition, the expenses of the sale and the legal interests will also be covered amount of the exhibition. The remainder shall be delivered to the former shareholder if it is claimed within a period of one year from the date of sale.

Article 121.- If within one month, as of the date on which the payment of the exhibition should be made, the judicial claim has not been initiated or has not been possible to sell the shares in a price that covers the value of the exhibition, will be declared extinct those and will proceed to the consequent reduction of the social capital.

Article 122.- Each action is indivisible, and consequently, when there are several co-owners of the same action, they will appoint a common representative, and if they do not agreement, the appointment will be made by the judicial authority.

The common representative shall not be able to dispose or tax the action, but in accordance with the provisions of the common law on co-ownership.

Article 123.- In the statutes it may be established that the shares, for a period not exceeding three years, counted from the date of the respective issue, have interest rate not higher than 9% per year. In such a case, the amount of these interests must be charged to overheads.

Article 124.- The securities, representative of the shares shall be issued within a period not exceeding one year, counted from the date of the social contract or of the modification of the latter, in which the capital increase is formalized.

While the titles are delivered, provisional certificates may be issued, which will always be nominative and must be exchanged for the titles, as soon as possible.

The duplicates of the program in which the subscriptions have been verified will be exchanged for definitive or provisional certificates, within a time limit that will not exceed two months, counted from the date of the social contract. The duplicates will serve as provisional certificates or definitive titles, in the cases that this Law points out.

Article 125.- The titles of the actions and the provisional certificates must express:

I.- The name, nationality, and address of the shareholder;

II.- The name, address, and duration of the society;

III.- The date of the constitution of the company and the data of its registration in the Public Registry of Commerce;

IV.- The amount of the share capital, the total number, and the nominal value of the shares.

If the capital is integrated through various or successive series of shares, the amounts of the amount of the share capital and the number of shares will be specified in each issue, totals that are reached with each of those strings.

When the social contract is prevented, the nominal value of the shares may be omitted, in which case the amount of the share capital shall also be omitted.

V.- The exhibits that have been paid by the shareholder on the value of the share, or the indication of being released;

VI.- The string and number of the action or the interim certificate, with an indication of the total number of actions that correspond to the string;

VII. The rights granted and the obligations imposed on the holder of the action, and where applicable, the limitations on the right to vote and specifically the stipulations provided for in section VII of Article 91 of this Law.

VIII.- The autograph signature of the administrators who under the social contract must subscribe to the document, or the facsimile signature of such administrators to condition, in the latter case, that the original of the respective signatures in the Public Registry of Trade in which the Company has been registered is deposited.

Article 126.- The titles of the actions and the provisional certificates may cover one or more actions.

Article 127.- Shares of shares shall bear coupons, which shall be released from the title and which shall be given to the company against the payment of dividends or interest. Provisional certificates may also have coupons.

Article 128.- Anonymous societies will have an action record that will contain:

I.- The name, nationality and address of the shareholder, and the indication of the actions that belong to it, expressing the numbers, series, classes and other particularities;

II.- The indication of the displays that are made;

III.- Transmissions to be performed on the terms prescribed in Article 129;

IV.- (Repeals).

Article 129.- The company shall consider as the owner of the shares to which it appears to be registered as such in the register referred to in the previous article. To this end, the company must register, at the request of any operator, the transmissions to be carried out.

Article 130.- In the social contract, it may be agreed that the transfer of the shares is only done with the authorization of the board of directors. The board may refuse authorization by designating a buyer of the shares at the current market price.

Article 131.- The transmission of an action that is performed by means of the endorsement must be recorded in the title of the action.

Article 132. Shareholders shall have the right, in proportion to the number of their shares, to subscribe to those they issue in the event of an increase in capital social. This right must be exercised within 15 days of the publication in the electronic system established by the Secretariat of the Economy, of the agreement of the Assembly on the increase of the social capital.

Article 133.- No new actions may be issued, but until the precedents have been fully paid.

Article 134.-The limited liability companies are prohibited from acquiring their own shares, except by judicial adjudication, in payment of loans from the company.

In such a case, the company will sell the shares within three months from the date on which it can legally dispose of them; and if it does not do so within that period, the shares will remain (a) the reduction of the capital, and the consequent reduction of capital. As long as they belong to the shares of the company, they cannot be represented in the shareholders ' assemblies.

Article 135.- In the case of reduction of the share capital by means of reimbursement to the shareholders, the designation of the shares to be nullified shall be made by drawing Notary or Corridor titled.

Article 136.- For amortization of shares with deliverable utilities, when the social contract authorizes it, the following rules will be observed:

I.- The amortization must be decreed by the General Assembly of Shareholders;

II.- Only fully paid shares can be written off;

III. The acquisition of shares to amortize them will be made on the stock exchange; but if the social contract or the General Assembly agreement will fix a certain price, the amortized shares shall be designated by draw against Notary or Corridor entitled. The result of the draw must be published once in the electronic system established by the Secretariat of the Economy;

IV.- The securities of the amortized shares shall be cancelled and shall be issued in their place where the social contract is expressly provided for;

V.- The company shall keep at the disposal of the holders of the amortised shares, for the term of one year, from the date of the publication referred to in the (iii) the price of the shares drawn and, where appropriate, the shares of the shares. If the holder of the amortised shares has not been presented with the price and the shares of the stock, the holders of the shares shall be entitled to the company and the shares shall be cancelled.

Article 137.- The enjoyment actions shall be entitled to liquid earnings, after the non-repayable shares have been paid to the dividend indicated in the contract social. The same contract may also grant the right to vote for the actions of enjoyment.

In the event of liquidation, the shares of the benefit shall be paid with the non-reimbursable, in the distribution of the social, after the latter have been fully covered, except in the social contract is established a different criterion for the distribution of the surplus.

Article 138.- The Directors and Directors who have authorized the acquisition of shares in contravention of the provisions of Article 134 shall be personally and severally liability for damages caused to the company or its creditors.

Article 139.- In no case may anonymous corporations make loans or advances on their own shares.

Article 140.- Except for the case provided for in paragraph 2o. Article 125 (IV), where, for any reason, the particulars contained in the securities of the shares are changed, the original titles must be cancelled and cancelled, or the latter must be entered in the latter, prior notarial or Public Corridor certification entitled, such modification.

Article 141.- Shares paid in whole or in part by contributions in kind must be deposited in the company for two years. If in this period it appears that the value of the goods is less than twenty-five percent of the value for which they were contributed, the shareholder is obliged to cover the difference to the society, which will have preferential right in respect of any creditor on the value of the shares deposited.

THIRD SECTION

Of society administration

Article 142.- The management of the public limited liability company will be in charge of one or more temporary and revocable presidents, who may be partners or foreign persons society.

Article 143.- When administrators are two or more, they will constitute the Board of Directors.

Unless otherwise agreed, it shall be the President of the Council, the First Counsellor appointed, and in the absence of the Council President, who follows him in the order of the appointment.

For the Board of Directors to function legally, at least half of its members will be required to attend, and its resolutions will be valid when taken by the majority of the those present. In the event of a tie, the President of the Council shall decide with a vote of quality.

In the statutes it may be foreseen that resolutions taken outside of the council, by unanimity of its members shall have, for all legal effects, the same validity as if have been adopted in a council session, provided that they are confirmed in writing.

Article 144.- When administrators are three or more, the social contract will determine the rights that correspond to the minority in the designation, but in any case the A minority representing twenty-five per cent of the social capital will appoint at least one counsellor. This percentage shall be 10%, in the case of those companies which have their shares registered on the Stock Exchange.

Article 145.- The General Assembly of Shareholders, the Board of Directors or the Administrator may appoint one or more General or Special Managers, whether or not shareholders. The appointments of the Managers shall be revocable at any time by the Administrator or the Board of Directors or by the General Assembly of Shareholders.

Article 146.- Managers shall have the powers expressly entrusted to them; they shall not require special authorization from the Administrator or the Board of Directors for acts that execute and shall enjoy, within the orbit of the privileges assigned to them, the most extensive powers of representation and enforcement.

Article 147.- The Administrator or Counsellor and Manager charges are personal and cannot be performed by proxy.

Article 148.- The Board of Directors may appoint from among its members a delegate for the execution of specific acts. In the absence of special designation, representation shall be the responsibility of the President of the Council.

Article 149.- The Administrator or the Board of Directors and the Managers may, within their respective powers, confer powers on behalf of the company, which will be revocable at any time.

Article 150.- The delegations and powers granted by the Administrator or the Board of Directors and by the Managers do not restrict their powers.

The termination of the functions of Administrator or Board of Directors or Managers, does not extinguish the delegations or the powers granted during their exercise.

Article 151.- They cannot be Administrators or Managers, who under the law are disabled to exercise commerce.

Article 152.- The statutes or the general assembly of shareholders may establish the obligation for administrators and managers to provide security to ensure the responsibilities that they may contract in the performance of their orders.

Article 153.- The appointments of administrators and managers may not be entered in the Public Trade Register without it being established that they have provided the guarantee that refers to the previous article, in the event that the statutes or the assembly establish such an obligation.

Article 154.- Administrators shall continue to perform their duties even if the time limit for which they have been designated has been completed, as long as they are not new appointments and those appointed do not take possession of their positions.

Article 155.- In cases of revocation of the appointment of the Administrators, the following rules will be observed:

I.- If multiple Administrators are to be enforced and only the appointments of some of them will be revoked, the remaining directors will perform, if they meet the statutory quorum, and

II.- When the appointment of the Single Administrator is revoked, or when there are multiple Administrators, the appointment of all or such a number as the remaining do not meet the statutory quorum, the Commissioners shall appoint the missing directors on a provisional basis.

Equal rules will be observed in cases where the lack of the Administrators is caused by death, impairment or other cause.

Article 156.- The Administrator who in any operation has an opposite interest to that of the company, must manifest it to the other Administrators and abstain from all deliberation and resolution. The Administrator who contravene this provision shall be liable for any damages caused to the company.

Article 157. The Administrators shall have the responsibility inherent in their mandate and the responsibility arising from the obligations that the law and the statutes impose upon them. Such Administrators shall be required to keep confidentiality with regard to information and matters which are aware of their position in the company, where such information or matters are not of a public nature, except in cases where the information is requested by judicial or administrative authorities. Such confidentiality obligation shall be in force during the time of its assignment and up to a year after the date of its termination.

Article 158.- Administrators are jointly and severally responsible for society:

I.- The reality of contributions made by partners;

II.- Compliance with statutory and statutory requirements established with respect to dividends to be paid to shareholders;

III.- The existence and maintenance of accounting, control, recording, archiving, or information systems that prevent the law;

IV.- The exact fulfillment of the Shareholders Assemblies agreements.

Article 159.- It shall not be responsible for the Administrator who, being exempt from fault, has expressed his inconformity at the time of the deliberation and resolution of the act of be treated.

Article 160.- The Administrators shall be jointly and severally liable to those who have preceded them, for the irregularities in which they have incurred, if, knowing them, do not report them in writing to the Commissioners.

Article 161.- The responsibility of the Administrators may be required only by agreement of the General Assembly of Shareholders, which shall designate the person to whom exercise the relevant action, except as provided for in Article 163.

Article 162.- Administrators removed for liability, may only be reappointed in the event that the judicial authority declares the action unfounded exercised against him.

The Administrators will cease in the performance of their order immediately that the General Assembly of Shareholders gives resolution in the sense that they are required to be responsible. in that they have incurred.

Article 163. Shareholders representing twenty-five percent of the share capital, at least, may directly exercise the liability action Civil against Administrators, provided the following requirements are met:

I.- That the claim comprises the full amount of the responsibilities in favor of the society and not only the personal interest of the promoting, and

II.- That, if applicable, the actors have not approved the resolution taken by the General Assembly of Shareholders on the failure to proceed against the Administrators defendants.

The goods that are obtained as a result of the claim will be perceived by the society.

SECTION FOURTH

From Society Surveillance

Article 164.- The surveillance of the public limited liability company shall be carried out by one or more temporary and revocable Commissioners, who may be members or persons who are foreign to the society.

Article 165.- They cannot be stewards:

I.- Those who conform to the Law are disabled to exercise commerce;

II.- The employees of the company, the employees of those companies that are shareholders of the society in question by more than twenty-five percent of the social capital, nor the employees of those companies from which the company in question is a shareholder by more than 50%.

III.- The consanguine relatives of the Administrators, in a straight line without limitation of degree, the collateral within the room and the like within the second.

Article 166.- They are the powers and obligations of the commissars:

I.- Ensure the constitution and subsistence of the guarantee required by Article 152, giving an account without delay of any irregularity to the General Assembly of Shareholders;

II.- Require administrators a monthly information that includes at least one financial status and a status of results.

III.- Perform an examination of the operations, documentation, records, and other evidence, in the degree and extent necessary to carry out surveillance the operations which the law imposes on them and to be able to provide a foundation for the opinion referred to in the following paragraph.

IV.- To submit annually to the Ordinary General Assembly of Shareholders a report on the veracity, sufficiency and reasonableness of the information presented by the Council Administration to the Shareholders ' Assembly itself. This report shall include at least:

A) The opinion of the Commissioner on whether the accounting and information policies and criteria followed by the company are adequate and sufficient taking into account the particular circumstances of the company.

B) The Commissioner's view of whether these policies and criteria have been consistently applied in the information presented by the administrators.

C) The Commissioner's view of whether, as a consequence of the foregoing, the information submitted by the administrators accurately and sufficiently reflects the situation financial and the results of society.

V.- Make it inserted into the Session Order of the Board of Directors and the Shareholders ' Assemblies, the points they create pertinent;

VI.- Call for ordinary and extraordinary assemblies of shareholders, in the event of the failure of the Administrators and in any other case where they deem it appropriate;

VII.- Attend, with voice, but no vote, to all sessions of the Board of Directors, to which they shall be summoned;

VIII.- Attend, with voice but no vote, to the Shareholders Assemblies, and

IX. In general, monitor the management, conduct and execution of the business of the society.

Article 167.- Any shareholder may report to the Commissioners the facts he considers to be irregular in the administration, and these must mention the complaints in their reports to the General Assembly of Shareholders and to formulate the considerations and proposals that they consider relevant.

Article 168.- When for any cause the whole of the Commissioners will be missing, the Board of Directors will have to convene, within three days, General Assembly of Shareholders, for this to make the corresponding designation.

If the Board of Directors does not make the call within the prescribed period, any shareholder may occur to the judicial authority of the company's domicile, so that the call is made.

In the event that the Assembly is not reconvened or that the appointment is not made, the judicial authority of the domicile of the company, at the request of any shareholder, appoint the Commissioners, who will function until the General Assembly of Shareholders makes the final appointment.

Article 169.- The commissioners will be individually responsible to the society for the fulfillment of the obligations that the law and the statutes impose upon them. They may, however, assist and rely on the work of staff acting under their direction and dependence or on the services of independent technicians or professionals whose recruitment and appointment is dependent on the Commissioners themselves.

Article 170.- The Commissioners who in any operation have an interest opposite to that of the society, must abstain from any intervention, under the sanction established in the Article 156.

Commissioners shall notify the Management Board or the single administrator in writing, as the case may be, within a time limit which shall not exceed of 15 calendar days from which they take cognizance of the operation concerned, the terms and conditions of the operation in question, as well as any information relating to the nature and benefit they would obtain the parties involved in the same.

Article 171.- The provisions of Articles 144, 152, 154, 160, 161, 162 and 163 are applicable to the Commissioners.

QUINTA SECTION

Financial information

Article 172.- Anonymous companies, under the responsibility of their administrators, shall submit to the Shareholders ' Assembly annually a report including less:

A) A report by the administrators on the progress of the company in the exercise, as well as on the policies followed by the administrators and, where appropriate, on the major existing projects.

B) A report in which you declare and explain the main accounting and reporting policies and criteria in the preparation of financial information.

C) A state that shows the financial situation of the company at the end of the financial year.

D) A state that shows, duly explained and classified, the results of the society during the exercise.

E) A state that shows changes in the financial situation during exercise.

F) A status that shows changes in the social heritage items that are in place during the exercise.

G) The notes that are required to complete or clarify the information that you supply in the previous states.

The above information shall be added to the report of the Commissioners referred to in Article 166 (IV).

Article 173.- The report of the general statement of the previous article, including the Commissioners ' report, must be terminated and made available to the at least 15 days before the date of the assembly to be discussed. Shareholders shall be entitled to be given a copy of the relevant report.

Article 174.- (Repeals).

Article 175.- (Repeals).

Article 176.- The lack of timely submission of the report referred to in the general statement of Article 172 will be a reason for the General Assembly of Shareholders agree to the removal of the Administrator or the Board of Directors, or of the Commissioners, without prejudice to the need for the responsibilities of the Commissioners to be incurred.

Article 177. Fifteen days after the date on which the general meeting of shareholders has approved the report referred to in the general statement of the article 172, shareholders may request that the financial statements, together with their notes and the opinion of the Commissioners, be published in the electronic system established by the Secretariat of the Economy.

SECTION SIXTH

Of Shareholders ' Assemblies

Article 178.- The General Assembly of Shareholders is the Supreme Body of the Company; it may agree and ratify all acts and operations thereof and its resolutions shall be fulfilled by the person designated by the Administrator or by the Administrator or by the Board of Directors.

In the statutes it may be provided that the resolutions taken out of assembly, by unanimity of the shareholders representing the totality of the shares with the right to vote or of the Special category of action in question, where appropriate, shall have, for all legal purposes, the same validity as if they had been adopted in general or special assembly, respectively, provided that they are confirmed in writing. As not provided for in the statutes, the provisions of this law shall apply.

Article 179.- The General Assemblies of Shareholders are ordinary and extraordinary. Some and others will meet at the registered office, and without this requirement they will be null, except fortuitous case or force majeure.

Article 180.- These are ordinary assemblies, which meet to deal with any matter other than those listed in Article 182.

Article 181.- The Ordinary Assembly shall meet at least once a year within four months following the closure of the social exercise and shall, in addition to the issues on the agenda, of the following:

I.- Discuss, approve or modify the administrators 'report referred to in the general statement of Article 172, taking into account the Commissioners' report, and take the measures it deems appropriate.

II.- Where appropriate, appoint the Administrator or the Board of Directors and the Commissioners;

III.- Determine the emoluments for the Administrators and Commissioners, when they have not been fixed in the statutes.

Article 182.- They are extraordinary assemblies, which meet to deal with any of the following issues:

I.- Extension of the duration of the partnership;

II.- Early dissolution of society;

III.- Increasing or reducing social capital;

IV.- Society object change;

V.- Change of nationality of the society;

VI.- Society Transformation;

VII.- Fusion with another society;

VIII.- Emission of privileged actions;

IX.- Amortization by the company of its own shares and issue of enjoyment shares;

X.- Bond Issue;

XI.- Any other changes to the social contract, and

XII.- Other matters for which the Act or the social contract requires a special quorum.

These assemblies will be able to meet at any time.

Article 183.- The convocation for assemblies shall be made by the Administrator or the Board of Directors, or by the Commissioners, except as provided in the articles 168, 184 and 185.

Article 184.- Shareholders representing at least thirty-three percent of the share capital may request in writing, at any time, the Administrator or Board of Directors or Commissioners, the Convocation of a General Assembly of Shareholders, to deal with the matters they indicate in their petition.

If the Administrator or the Board of Directors, or the Commissioners refuse to make the call, or do not do so within 15 days after they have received the call. application, the call may be made by the judicial authority of the domicile of the company, at the request of those representing thirty-three percent of the social capital, exhibiting to the effect the titles of the shares.

Article 185.- The request referred to in the preceding article may be made by the holder of a single action, in any of the following cases:

I.- When no assembly has been held for two consecutive exercises;

II.- When the assemblies held during that time have not dealt with the matters referred to in Article 181.

If the Administrator or the Board of Directors, or the Commissioners refuse to make the call, or do not do so within 15 days after they have received the call. request, the request shall be made before the competent Judge to make the call, after the request has been moved to the Administrator or the Board of Directors and to the Commissioners. The point will be decided following the procedure established for the incidents of the commercial trials.

Article 186. The call for general assemblies shall be made by the publication of a notice in the electronic system established by the  Secretary of Economy with the anticipation to set the statutes, or in default, fifteen days before the date indicated for the meeting. The report referred to in the general statement of Article 172 shall be made available to the shareholders at the company's offices throughout this period.

Article 187.- The convocation for the Assemblies shall contain the Order of the Day and shall be signed by whoever does so.

Article 188.- Any resolution of the Assembly taken in violation of the two previous articles shall be null, except that at the time of the vote it has been represented the totality of the actions.

Article 189.- For an Ordinary Assembly to be considered legally assembled, at least half of the social capital must be represented, and the resolutions shall only be valid when taken by a majority of the votes present.

Article 190.- Unless a higher majority is established in the social contract, in the Extraordinary Assemblies, at least three-fourths shall be represented. parts of capital and decisions shall be taken by the vote of shares representing half of the share capital.

Article 191.- If the Assembly cannot be held on the day indicated for its meeting, a second call will be made with expression of this circumstance and on the board resolve the issues indicated in the Order of the Day, whatever the number of actions represented.

In the case of Extraordinary Assemblies, decisions will always be taken in favour of the number of shares representing at least half of the share capital.

Article 192.- Shareholders may be represented in the Assemblies by representatives, whether they belong to the company or not. The representation shall be conferred in the manner prescribed by the statutes and in the absence of any provision, in writing.

The Administrators and the Commissioners of the society may not be elected.

Article 193.- Except as otherwise provided in the statutes, the General Assemblies of Shareholders shall be chaired by the Administrator or the Board of Directors, and lack of them, by whom it is appointed by the shareholders present.

Article 194.- The minutes of the General Assemblies of Shareholders shall be settled in the respective book and shall be signed by the President and the Secretary of the Assembly, as well as the Commissioners who are present. Documents that warrant that the calls were made in the terms that this Law establishes will be added to the minutes.

When, for any circumstance, the minutes of an assembly cannot be settled in the respective book, it will be protocolated to the public purse.

The minutes of the Extraordinary Assemblies will be protocolised to the public and registered in the Public Registry of Commerce.

Article 195.- In the event that there are several categories of shareholders, any proposal that may prejudice the rights of one of them must be accepted in advance by the category concerned, meeting in a special assembly, where the majority required for amendments to the constituent contract shall be required, which shall be computed in relation to the total number of shares in the category concerned.

Special assemblies shall be subject to the provisions of Articles 179, 183 and 190 to 194, and shall be chaired by the shareholder appointed by the members present.

Article 196.- The shareholder who in a given transaction is self-employed or otherwise interested in the interests of the company shall abstain from any deliberation on that operation.

The shareholder who contravene this provision shall be liable for damages, where without his vote the majority necessary for the validity of the determination.

Article 197.- Administrators and stewards may not vote in the deliberations concerning the approval of the reports referred to in Articles 166 in their Section IV and 172 in their general statement or their responsibility.

In case of violation of this provision, the resolution shall be null when without the vote of the Administrator or Commissioner the required majority would not have been achieved.

Article 198. Without prejudice to the provisions of the special laws, the shareholders of the public limited liability companies may agree with each other:

I. Rights and obligations establishing options for the purchase or sale of shares representing the social capital of the company, such as:

a) That one or more shareholders may only dispose of all or part of their shareholding, when the acquirer is also required to acquire a the proportion or the totality of the shares of another or other shareholders, in equal terms;

(b) That one or more shareholders may require another partner to dispose of all or part of their shareholding when they accept an offer of acquisition, in equal conditions;

c) That one or more shareholders have the right to dispose of or acquire another shareholder, who must be obliged to dispose or acquire, as appropriate, the all or part of the ownership of the transaction, at a certain or determinable price;

d) That one or more shareholders be required to subscribe and pay a number of shares representing the social capital of the company at a price determined or determinable, and

e) Other rights and obligations of a similar nature;

II. Enajenations and other legal acts relating to the domain, provision or exercise of the right of preference referred to in Article 132 of this Law, irrespective of whether such legal acts are carried out with other shareholders or with people other than these;

III. Agreements for the exercise of the right to vote in shareholders ' assemblies;

IV. Agreements for the disposal of their shares on public offer; and

V. Others of a similar nature.

The conventions referred to in this Article shall not be oponable to the company, except in the case of a judicial decision.

Article 199. At the request of the shareholders meeting twenty-five percent of the shares represented in an Assembly, it will be postponed, for within three months. days and without the need for a new call, the vote on any matter in respect of which they are not considered sufficiently informed. This right may not be exercised only once for the same subject.

Article 200.- The resolutions legally adopted by the Shareholders ' Assemblies are binding even for the absent or dissenters, except for the right of opposition in the terms of this Act.

Article 201. Shareholders representing twenty-five percent of the social capital may be judicially opposed to the resolutions of the Assemblies General, provided that the following requirements are met:

I.- That the claim is filed within fifteen days of the closing date of the Assembly;

II.- That the claimants have not attended the Assembly or have given their vote against the resolution, and

III.- That the claim points to the clause of the social contract or the legal precept infringed and the concept of violation.

No judicial opposition may be made against decisions concerning the responsibility of the Administrators or the Commissioners.

Article 202.- The execution of the contested decisions may be suspended by the Judge, provided that the actors have sufficient bail to respond to the damages which may be caused to the company by the non-execution of such decisions, in the event that the judgment declares the opposition unfounded.

Article 203.- The statement that is given on the occasion of the opposition will have effects with respect to all the partners.

Article 204.- All oppositions against the same resolution must be decided in a single statement.

Article 205. For the exercise of the judicial proceedings referred to in Articles 185 and 201, shareholders shall deposit the securities of their shares with public or in a credit institution, who shall issue the relevant certificate to accompany the claim and the others necessary to make the social rights effective.

The deposited shares will not be returned until the conclusion of the trial.

Article 206.- When the General Assembly of Shareholders adopts resolutions on the matters covered by Article 182, IV, V and VI, any shareholder who has voted against it will have the right to separate itself from the company and obtain the reimbursement of its shares, in proportion to the social asset, according to the last approved balance sheet provided that it so requests within the fifteen days following the closing of the assembly.

CHAPTER VI

From society to actions by actions

Article 207.- The company in comandita by shares, is the one that consists of one or several comandited partners that respond in a subsidiary way, unlimited and solidarily, of social obligations, and of one or more other persons who are only obliged to pay their shares.

Article 208.- The company in shares of shares shall be governed by the rules relating to the public limited liability company, except as provided in the following Articles.

Article 209.- The share capital shall be divided into shares and shall not be transferred without the consent of all the parties and the two third parties of the comanditarians.

Article 210.- The society in the case of actions may exist under a social reason, which will be formed with the names of one or more people followed by the words and company or other equivalents, when in them they do not include all of them. The words "Company in Comandita by Shares", or its abbreviation "S." shall be added to the social reason or the denomination. in C. by A ".

Article 211.- The provisions of Articles 28, 29, 30, 53, 54 and 55 are applicable to the company in respect of the shares, and as regards only the members (e) as provided for in Articles 26, 32, 35, 39 and 50.

CHAPTER VII

From Cooperative Society

Article 212.- Cooperative societies will be governed by their special legislation.

CHAPTER VIII

Of Variable Capital Companies

Article 213.- In the variable capital companies the share capital will be liable to increase by subsequent contributions from the partners or by the admission of new partners, and the reduction of this capital by partial or total withdrawal of the contributions, without any formalities other than those laid down in this Chapter.

Article 214.- The variable capital companies shall be governed by the provisions corresponding to the species of society concerned, and by those of the public limited liability company. concerning the balance sheets and responsibilities of the administrators, with the exception of the amendments set out in this Chapter.

Article 215.- For the social reason or denomination of the type of society, the words "variable capital" shall always be added.

Article 216.- The contract establishing any variable capital company shall contain, in addition to the stipulations corresponding to the nature of the company, the conditions to be set for the increase and decrease in share capital.

In companies for shares the social contract or the Extraordinary General Assembly shall set the increases in capital and the form and terms in which the corresponding emissions of shares. The shares issued and not subscribed to the provisional certificates shall, where appropriate, be kept in the hands of the company to be delivered as the subscription is carried out.

Article 217.- In the limited liability company, in the limited liability company and in the case of shares, a minimum capital shall be indicated, which may not be less than the minimum capital Articles 62 and 89. In companies on behalf of a collective and in simple terms, the minimum capital may not be less than one fifth of the initial capital.

Companies are prohibited by shares, to announce the capital whose increase is authorized without announcing at the same time the minimum capital. Administrators or any other civil servant who infringes this precept shall be liable for any damages caused.

Article 218.- (Repeals).

Article 219.- Any increase or decrease in social capital must be entered in a record book that will have the effect of society.

Article 220.- The partial or total withdrawal of contributions from a partner must be notified to the company in a feisty manner and shall not have effects until the end of the financial year year-on-year, if the notification is made before the last quarter of that financial year, and until the end of the following financial year, if it is subsequently made.

Article 221.- The right of separation cannot be exercised when it has the effect of reducing the social capital to less than the minimum.

CHAPTER IX

Of merging, transforming, and excision of societies

Article 222.- The merger of several societies must be decided by each of them, in the form and terms that correspond according to their nature.

Article 223. The merger agreements shall be entered in the Public Register of Commerce and published in the electronic system established by the Secretariat of Economy, in the same way, each society must publish its last balance, and that or those that cease to exist, must also publish the system established for the extinction of its liabilities.

Article 224.- The merger may not take effect three months after the entry prevented in the previous article.

During that period, any creditor of the merging companies, may be judicially opposed to the merger, which will be suspended until it causes the statement declaring that the opposition is unfounded.

After the period indicated without any opposition, the merger may be carried out, and the subsidiary or the company resulting from the merger shall take charge of the merger. rights and obligations of the extinct companies.

Article 225.- The merger will take effect at the time of registration, if the payment of all the debts of the companies to be merged will be agreed upon, or the deposit of its amount in a credit institution, or shall consist of the consent of all creditors. To this end, the term debts shall be given as due.

The certificate in which the deposit is entered must be published in accordance with Article 223.

Article 226.- When the merger of several companies is to result in a different one, its constitution shall be subject to the principles governing the constitution of the company to which gender must belong.

Article 227.- Companies incorporated in any of the forms that establish fractions I to V of Article 1 may take any other legal type. They may also be transformed into a variable capital company.

Article 228.- In the transformation of societies the precepts contained in the preceding articles of this chapter shall apply.

Article 228 Bis.- A division is given when a company called a breakaway company decides to terminate and divides all or part of its assets, liabilities and share capital into two or more parts, which are brought in block to other newly created companies denominated in a split; or when the splinter, without being extinguished, provides part of its assets, liabilities and social capital to another or other newly created companies.

Excision will be governed by the following:

I.- May only be agreed upon by resolution of the shareholders 'or partners' assembly or equivalent body, by the majority required for the modification of the social contract;

II.- The shares or social parts of the company being spun off must be fully paid;

III.- Each of the partners of the breakaway company shall initially have a share of the social capital of the splintered, equal to that of the holder in the splinter;

IV.- The resolution approving the split must contain:

a) The description of the form, deadlines, and mechanisms in which the various concepts of assets, liabilities, and social capital will be transferred;

b) The description of the parts of the asset, liabilities and share capital that correspond to each company being divided, and where applicable to the splinter, in detail sufficient to allow identification of these;

(c) The financial statements of the breakaway company, covering at least the transactions carried out during the last social year, duly delivered by auditor external. It shall be up to the members ' administrators to report to the assembly on the operations to be carried out until the split takes full legal effects;

d) The determination of the obligations under the division of each company being divided. If a company being divided fails to fulfil any of the obligations assumed by it under the division, it shall respond in solidarity to creditors who have not given their express consent, or the other divided companies, during a three years from the last of the publications referred to in the fifth subparagraph, up to the amount of the net asset which has been attributed to them in the division to each of them; if the division has not ceased to exist, the respond to the entire obligation; and

e) The statutes projects of the divided societies.

V. The excision resolution must be addressed to the public office and registered with the Public Registry of Commerce. It shall also be published in the electronic system established by the Secretariat for Economic Affairs, an extract from that resolution containing at least the synthesis of the information referred to in points (a) and (d) of the fourth subparagraph of this Article. Article, stating clearly that the full text is available to members and creditors at the company's registered office for a period of forty-five calendar days from which the registration was made and the publication;

VI.- For the period indicated, any partner or group of partners representing at least twenty percent of the social capital or creditor having legal interest, may The Court of Justice of the European Court of Justice of the European Union, the Court of Justice of the European Union, the Court of Justice of the European Union, the Court of Justice of the European Union, the Court of First Instance, the Court of Justice convention, as long as the person who opposes it will be given enough bail to respond to the damages that may be caused to the company with the suspension;

VII.- Fulfilled the requirements and after the period referred to in the V fraction, without any opposition, the division shall take full effect; for the constitution of the new companies, the protocolization of its statutes and its registration in the Public Registry of Commerce will suffice;

VIII.- Shareholders or shareholders who vote against the resolution of division shall enjoy the right to separate from the company, applying the provisions of the Article 206 of this law;

IX.- When the excision brings the extinction of the breakaway, once the excision takes effect, the division must be requested from the Public Registry of Commerce the cancellation the registration of the social contract;

X.- It shall not apply to the spun-off companies as provided for in Article 141 of this Act.

CHAPTER X

From dissolution of societies

Article 229.- Societies dissolve:

I.- For expiration of the term fixed in the social contract;

II.- For the impossibility of continuing to perform the main object of the society or to be accomplished;

III.- By agreement of the partners taken in accordance with the social contract and with the Law;

IV.- Because the number of shareholders becomes less than the minimum that this Law establishes, or because the parties of interest meet in a single person;

V.- For the loss of two-thirds of the share capital.

Article 230.- Society on behalf of the collective shall be dissolved, unless otherwise agreed, by the death, incapacity, exclusion or withdrawal of one of the partners, or by the contract social is rescinded with respect to one of them.

In the event of the death of a partner, the company may only continue with the heirs, when they express their consent; otherwise, the company, within the time limit of two months, must give to the heirs the quota corresponding to the deceased partner, according to the last approved balance sheet.

Article 231.- The provisions laid down in the previous article are applicable to the company in simple comandita and to the company in comandita by shares, in concerns those who have been committed.

Article 232.- In the case of section I of Article 229, the dissolution of the company shall be made for the sole course of the term established for its duration.

In all other cases, the existence of causes of dissolution, will be recorded in the Public Registry of Commerce.

If the registration is not made in spite of the cause of dissolution, any interested party may occur before the judicial authority, in the summary way, in order to order the registration of the dissolution.

When the dissolution of a company has been registered, without any interested party having any cause of those listed by the Law, it may occur before the authority within the thirty-day term from the date of registration, and to sue, on the summary route, the cancellation of the registration.

Article 233.- Administrators may not initiate new operations after the expiration of the period of the duration of the company, the agreement on dissolution or the checking of a cause of dissolution. If they contravene this prohibition, the Administrators shall be jointly and severally liable for the operations carried out.

CHAPTER XI

From the liquidation of the societies

Article 234.- The society will be dissolved.

Article 235.- The liquidation shall be carried out by one or more liquidators, who shall be legal representatives of the company and shall be responsible for the acts that they execute of the limits of your order.

Article 236.- In the absence of the provision of the social contract, the appointment of the liquidators shall be made by agreement of the partners, taken in the proportion and form that this Law points out, according to the nature of the society, for the agreement on dissolution. The designation of liquidators shall be made in the same act in which the dissolution is agreed or recognised. In cases where the company is dissolved by the expiry of the deadline or by virtue of an enforceable judgment, the designation of the liquidators shall be made immediately after the end of the period or the judgment is given.

If, for any reason, the appointment of the liquidators is not done in the terms set out in this article, the judicial authority will do so on the summary route, at the request of any partner.

Article 237.- As long as the appointment of the liquidators has not been entered in the Public Trade Register and the liquidators have not entered office, the administrators continue in the performance of your order.

Article 238.- The appointment of the liquidators may be revoked by agreement of the partners, taken in the terms of Article 236 or by judicial resolution, if any partner will justify, on the summary track, the existence of a serious cause for revocation.

Liquidators whose appointments are revoked, will continue on their behalf until the newly appointed roles are entered.

Article 239.- When the liquidators are several, they must work together.

Article 240.- The settlement shall be conducted in accordance with the relevant provisions of the social contract or the resolution that the partners take when the contract is agreed or recognized. dissolution of the company. In the absence of such stipulations, the settlement shall be conducted in accordance with the provisions of this Chapter.

Article 241.- Made the appointment of the liquidators, the Administrators will hand over all the goods, books and documents of the society, rising in any case inventory of social assets and liabilities.

Article 242.- Except for the agreement of the partners or the provisions of the social contract, the liquidators shall have the following powers:

I.- Conclude social operations that have been left pending at dissolution time;

II.- Collect what is due to society and pay what it should;

III.- Selling the assets of society;

IV.- To liquidate each partner their social haber;

V.- Practice the final balance of the settlement, which shall be subject to the discussion and approval of the partners, in the appropriate manner, according to the nature of the society.

The final balance sheet, once approved, will be deposited in the Public Registry of Commerce;

VI.- Obtain the cancellation of the registration of the social contract from the Public Registry of Commerce after the liquidation is completed.

Article 243.- No partner may require the liquidators to give the total delivery of the item concerned, but if the partial is compatible with the interests of the liquidators. creditors of the company, as long as their passive claims are not extinguished, or their amount has been deposited if they are inconvenient to make their payment.

The partial distribution agreement should be published in the electronic system established by the Economy Secretariat, and creditors will have the right to opposition in the form and terms of Article 9o.

Article 244.- Companies, even after they are dissolved, shall retain their legal personality for the purposes of settlement.

Article 245.- The liquidators shall keep in deposit, for ten years after the date of completion of the settlement, the books and papers of the company.

Article 246.- In the settlement of corporations on behalf of a collective, simple or limited liability, once the social debts have been paid, the distribution of the remaining among the partners, if there are no express stipulations, will be subject to the following rules:

I.- If the goods in which there is social are easy division, they will be divided into the proportion corresponding to the representation of each partner in the common mass;

II.- If the goods are of different nature, they shall be split into the respective proportional parts, with the differences between the partners being compensated for by the partners;

III.- Once the lots have been formed, the liquidator will summon the partners to a board in which they will release the respective project; and those will enjoy an eight-day period. working from the following to the date of the meeting, in order to require modifications, if they are affected by their rights;

IV.- If the partners expressly express their conformity or if, during the period which has just been indicated, they do not comment, they shall be in conformity with the project, and the liquidator shall make the respective award, including, where appropriate, the documents which it has obtained;

V.- If, during the period referred to in Part III, the partners shall make observations on the draft division, the liquidator shall convene a new meeting within the period of eight days, so that, by mutual agreement, the amendments to be made to the draft are made to the draft; and if it is not possible to obtain the agreement, the liquidator shall award the lot or lots for which there is no conformity, in common with the respective partners, and the resulting legal status between the successful tenderers will be governed by the co-ownership rules;

VI.- If the social settlement is made by virtue of the death of one of the partners, the division or sale of the buildings shall be made in accordance with the provisions of this Law, although among the heirs there are minors.

Article 247.- In the liquidation of the public limited liability companies and in shares, the liquidators shall proceed to the distribution of the remaining balance between the partners to the following rules:

I.- The bottom line will indicate the part that each partner corresponds to in the case of social;

II. This balance sheet shall be published in the electronic system established by the Secretariat of the Economy.

The same balance sheet will also remain, as well as the papers and books of the company, at the disposal of the shareholders, who will enjoy a period of 15 days from the last publication, to present its claims to the liquidators.

III.- After that period, the liquidators will convene a General Assembly of Shareholders to approve the balance sheet. This Assembly shall be chaired by one of the liquidators.

Article 248.- Approved the balance sheet, the liquidators will proceed to make the corresponding payments to the shareholders, against the delivery of the shares.

Article 249.- The sums belonging to the shareholders and not charged over the course of two months, counted from the approval of the final balance sheet, shall be deposited in a credit institution with the indication of the shareholder. Such sums shall be paid by the credit institution in which the deposit was made.

CHAPTER XII

Of foreign societies

Article 250.- The legally constituted foreign companies have legal personality in the Republic.

Article 251.- Foreign companies may only exercise trade from their registration in the Register.

Registration will only be made prior to the authorization of the Ministry of Economy, in the terms of Articles 17 and 17 A of the Foreign Investment Law.

Foreign companies shall publish annually, in the electronic system established by the Secretariat of the Economy, a balance sheet of the visa negotiation by a public accountant entitled.

Note: The Decree published in the Official Journal of the Federation on 28 July 2006, which reform, inter alia, the second paragraph of Article 251 of this Law, refers to fractions I to III of the second paragraph of that Law. article, as if they were in force (I. to III. ...). These fractions, however, were removed from the second paragraph of Article 251. Reform of that provision by Decree published in the Official Journal of the Federation on 24 December 1996

CHAPTER XIII

From the partnership to participation

Article 252.- The partnership in participation is a contract for which a person grants to others who contribute goods or services, a share in profits and in the loss of a trade negotiation or of one or more trading operations.

Article 253.- The participation association has no legal personality or social reason or denomination.

Article 254.- The participating association contract must be in writing and not subject to registration.

Article 255.- In the participation association contracts, the terms, proportions of interest, and other conditions in which they are to be performed shall be fixed.

Article 256.- The associative work in its own name and there will be no legal relationship between the third parties and the associates.

Article 257.- With regard to third parties, the assets contributed belong to the associant, unless by the nature of the contribution any other (a) formality, or that the contrary is stipulated and the relative clause in the Public Register of Commerce of the place where the trade association exerts trade is registered. Even if the stipulation has not been registered, it will have its effects if it proves that the third party had or should have knowledge of it.

Article 258.- Unless otherwise agreed, for the distribution of profits and losses, the provisions of Article 16 shall be observed. The losses corresponding to the associates may not exceed the value of their contribution.

Article 259.- Participation associations function, dissolve and liquidate, in the absence of special stipulations, by the rules established for companies in collective name, as soon as they do not conflict with the provisions of this chapter.

CHAPTER XIV

From registering business societies

Item 260.- (Repeals).

Item 261.- (Repeals).

Item 262.- (Repeals).

Item 263.- (Repeals).

Article 264.- (Repeals).

TRANSIENT:

Article 1.- This Law will take effect on the date of its publication.

Article 2.- Your provisions shall govern the legal effects of acts prior to their validity, provided that their application is not retroactive.

Article 3.- The public limited liability companies which, upon entry into force of this Law, are constituted by the public subscription procedure, may adjust their statutes to the The provisions of this Law on variable capital companies, provided that it is agreed by the constituent assembly that the effect is celebrated, with the quorum and the majority required by Article 190, computed in relation to the actions that have been subscribed.

Article 4.- The Second Title of the Second Book of the Trade Code of September 15, 1889 and all the legal provisions that oppose the present Law are repealed. Law.

In compliance with the provisions of Article 89 (I) of the Political Constitution of the United Mexican States, and for its proper publication and observance, the This Law, at the residence of the Federal Executive Branch, in Mexico City, at the twenty-eight days of the month of July of a thousand nine hundred and thirty-four.- A. L. Rodríguez.-Heading.-The Secretary of State and the Office of the National Economy, Primo Villa Michel.-Heading.-Al C. Deputy Minister of Government.-Present. "

What I communicate to you for publication and other purposes.

Effective Suffrage. No Re-election.

Mexico, D. F., a 1o. August 1934.-The Assistant Secretary of Government, Encharged to the Office, Juan G. Cabral.-Heading.

Al C. ....