SECTION 853-11

The articles of association shall determine decisions that must be taken collectively by shareholders in the forms and conditions they stipulate. Decisions taken in violation of the provisions of the articles of association shall be null. However, powers devolved to extraordinary and ordinary general meetings of public limited companies in respect of capital increase, amortization or reduction of capital, merger, demerger, partial contribution of assets, dissolution, transformation into one company of another form, appointment of auditors, annual accounts and accounts of profits shall be, under the conditions set forth in the articles of association, exercised collectively by shareholders. Decisions taken in violation of the provisions of this paragraph shall be null. They shall also be null where they are taken collectively, but in violation of the conditions prescribed in the articles of association. In companies with a sole shareholder, the management report, annual accounts and, where appropriate, consolidated accounts shall be adopted by the president. The sole shareholder shall approve the accounts based on the auditor’s report, if there is one, within a period of six (6) months from the end of the year. The sole shareholder may not delegate his powers. His decisions shall be archived in a special register. Decisions taken in violation of this paragraph may be cancelled at the request of any interested party. When the sole shareholder, physical person, performs the duties of the company president, the deposit of the inventory and annual accounts duly signed within the same period at the registry of commerce and securities shall constitute approval of said accounts.