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Increase of Registered Capital
Article 148
- (1)
-
The registered capital may be increased through:
- 1.
- increasing the value of the interests;
- 2.
- subscribing new interests;
- 3.
- admitting new partners.
- (2)
- The partners may increase the value of the interests pro rata to their holdings, unless the articles of incorporation or the general meeting resolution provide otherwise.
Reduction of Registered Capital
Article 149
- (1)
- The registered capital may be reduced to the minimal amount stipulated by the Law by a resolution to amend the articles of incorporation and as observing the requirements of Articles 150 and 151. In these cases, it shall be possible to increase or decrease the capital simultaneously under the conditions of Art. 203.
- (2)
- The resolution shall state the purpose of the reduction, its amount and the manner through which it shall be accomplished.
- (3)
-
The reduction may be effected through:
- 1.
- reducing the value of interests;
- 2.
- cancellation of the interest of a partner which has terminated its participation;
- 3.
- relieving of the obligation to pay up the unpaid portion of the registered capital.
Notice to Creditors
Article 150
- (1)
- The resolution to reduce the registered capital shall be published in the State Gazette. In the notice the company shall state that it is ready to provide security for claims or to pay its obligations as of the date of publication to the creditors which do not agree with the reduction.
- (2)
- The creditor's consent for the reduction shall be assumed if within three months of the publication they do not express in writing their objection.
- (3)
Registration of the Reduction
Article 151
- (1)
- The amendment to the articles with which the registered capital is reduced shall be registered upon expiration of the time period specified in the previous article.
- (2)
- Attached to the application for registration shall be proof of observance of the requirements of Article 150 and a statement in writing of the manager that either security has been provided or the debt has been repaid to the creditors which have not consented to the reduction.
Managers' Liability
Article 152
Should the data for registration of the reduction provided by the manager prove to be untrue, he shall be liable for the damages suffered by the creditors to the extent they could not be satisfied by the company. In the case of several managers they shall be liable jointly and severally.
Payments Pursuant to Reduction
Article 153
Payments to the partners pursuant to a reduction of the registered capital may be made only after the reduction has been registered in the commercial register and the disagreed with the reduction creditors have received indemnification or payment.
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