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Obligation to Make a Contribution
Article 188
- (1)
- The shareholders shall be obligated to make contributions for the shares subscribed, which shall cover the fixed by the by-laws portion of the value of the shares.
- (2)
- Partial contributions may vary for individual shareholders, if the by-laws provide so expressly.
Consequences of Delaying Contributions
Article 189
- (1)
- The shareholders which have not made their contributions within the specified time periods shall owe interest, unless the by-laws do not provide for liquidated damages. In case of a delayed non-monetary contribution, compensation for actual damage suffered may be claimed.
- (2)
- Shareholders whose contributions are overdue, if they do not make the due contributions within one month of written notice to do so, shall be deemed expelled. The notice must be published in the State Gazette unless the transfer of the shares is subject to the consent of the company.
- (3)
- A shareholder so expelled shall lose its shares and any contributions made. The shares of a shareholder so expelled shall be canceled and destroyed. The company shall offer for sale new shares substituting the canceled ones. The contributions made by the expelled shareholder shall be appropriated to the company's reserve fund.
Interest
Article 190
- (1)
- The shareholders shall not be paid interest on contributions made, except in cases provided for in the by-laws.
- (2)
- Where the shareholders have made partial contributions in different proportions, interest shall be due on the difference, unless the by-laws provide otherwise. Such interest shall be paid from the profit before the payment of dividend according to Art. 247 regardless the general meeting resolution for the profit distribution.
- (3)
- The fruits derived from contributions made prior to incorporation shall be in the company's favor, unless the by-laws provide otherwise.
Security
Article 191
The by-laws may provide that the shareholders shall provide security for the portion not contributed.
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