SECTION 312

The articles of association shall necessarily contain the valuation of each contribution in kind and a description of special benefits granted as well as, where appropriate, their appraisal. The valuation of contributions in kind shall be carried out by a contribution auditor where the value of the contributions in kind under consideration, or the value of the overall contributions in kind in question exceeds five million (5,000,000) CFA Francs. The evaluation of special benefits shall be necessarily carried out by a contributions auditor. The contributions auditor, selected from a list of auditors in accordance with procedures set forth in articles 694 et seq. of this uniform Act, shall be appointed unanimously by the future members or, failing that, by the competent court at the request of the founders of the company or of one of them. The contributions auditor shall prepare, under his professional responsibility, a report to be appended to the articles of association. Such report shall describe each contributions in kind and/or special benefits, as applicable, state the valuation method and the reasons therefor. He shall certify that the value of the contributions is in line with, at least, the nominal value of equity interests to be issued. In the event the value of special benefits could not be established, the contributions auditor shall weigh their consistency and their impact on the members’ situation. Where there was not a contributions auditor or where the value allocated is different from that proposed by the contributions auditor, the members shall be jointly and severally liable to third parties for the value allocated to contributions in kind for five (5) years. The obligation to provide guarantees pertains only to the value of contributions at the time the capital is being constituted or during a capital increase and does not pertain to the maintenance of the said value. Deposit of proceeds and availability