SECTION 312

The Articles of Association shall contain the valuation of each non-cash contribution and a stipulation of special benefits. The valuation shall be carried out by a non-cash contribution valuer where the value of the contribution or the benefits in question, or the value of the overall contributions or benefits in question is more than five million (5 000 000) CFA francs. The valuer who shall be chosen from a list of non-cash contributions valuers following the procedure laid down in Article 694 et seq. of this Uniform Act, shall be unanimously designated by the future members or, failing this, by the president of the competent court, on the application of all or one of the company’s founders. The valuer shall draw up a report to be attached to the Articles of Association. In the absence of a valuation made by a non-cash contribution valuer or where such valuation is disregarded, the liability of members shall be unlimited, joint and several for the valuation made of the non-cash contributions and the special benefits stipulated for a period of five years. The obligation to provide guarantees shall concern only the value of non-cash contributions at the time the capital is being constituted or increased and not the maintenance of the said value. Section 3 Deposit and release of funds