SECTION 290

A private company shall be wound up upon the death of one member. However, the Articles of Association may provide that the private company shall continue either among surviving members or among surviving partners and the rightful claimants or successors of the deceased member with or without the approval of the surviving members. Where it is provided that the private company shall continue only among surviving members, or where the latter fail to accept the rightful claimants or successors of the deceased member, or where they accept only some of them, the surviving members shall redeem from the rightful claimants or successors of the deceased member, or from those who were not approved, their membership shares. Where the company continues in business and one or more of the heirs or successors of the deceased member are dependent minors, the latter’s liability for the company’s debts shall not exceed the value of their inherited shares. Moreover, the company shall, within one year of the death, be transformed into a sleeping partnership in which the minor will become a sleeping partner. Otherwise the private company shall be dissolved.