Section V Dissolution and Liquidation of the Company

(1)

The company shall be dissolved:

1.

with the expiration of the term set in the articles;

2.

(Amended, SG 84/2000) upon decision of the partners adopted with a 3\4 majority of the interests, unless the articles provide otherwise;

3.

through a consolidation or merger with a joint stock company or another limited liability company;

4.

upon being declared bankrupt;

5.

by a decision of the district court in cases provided for by law.

(2)

The articles may provide for other grounds for dissolution of the company.

The company may be dissolved by a decision of the district court of its registration upon:

1.

an action by the partners showing serious cause. The action shall be brought against the company if the plaintiffs' interests represent more than one fifth of the registered capital;

2.

(Amended, SG 84/2000) an action by the public attorney where the company's activities are in contradiction to the Law.

(1)

In the case of dissolution of a company pursuant to Article 154, items 1, 2 and 5 and Article 155 a liquidation procedure shall be initiated.

(2)

The company's liquidator shall be its manager, except where another person has been appointed with the articles or with a resolution of the general meeting.

(3)

Upon request of the comptroller or of partners holding at least one tenth of the interests the court may appoint another liquidator.

(4)

The liquidation of the company shall be performed pursuant to Chapter Seventeen.

(1)

A company in which the capital is owned by a single natural person shall be dissolved upon the death of such person, except where provided otherwise or where the heirs wish to continue its activities.

(2)

Where the capital is owned by a single legal person the company shall be dissolved with the dissolution of that legal person.

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