SECTION 319

The Articles of Association shall freely define the conditions for the transfer of company shares against payment to third parties who are non-members of the company. Failing this, the transfer shall be possible only with the consent of the majority of non-transferor members holding three- quarters of the company shares, excluding the shares of the transferor member. The transferor member shall notify the company and each of the other members of his plan to transfer shares. Where the company does not make known its decision within a period of three months from the date of the last of the notifications provided for in the above paragraph, consent to the transfer shall be deemed to be granted. Where the company refuses to consent to the transfer, the liability of members shall be unlimited, joint and several, within a period of three months following notification of the refusal to the transferor member, to acquire the shares at a price which, failing an agreement between the parties, shall be fixed by an expert appointed by the president of the competent court at the request of the most diligent party. The three-month period stipulated above may be extended once only by order of the president of the competent court, provided that such an extension shall not exceed twenty days. In such case, the sums due shall bear interest at the official rate. The company may also, with the consent of the transferor member, decide within the same time limit to reduce the amount of the registered capital by the face value of the shares of the said member and buy back such shares at a price fixed by mutual agreement between the parties or determined as provided for in paragraph 4 of this article.