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minority rights of their members on behalf of them.
of the Assembly under specific circumstances; iv) to be informed about the progress of the company’s affairs and examine the books and the documents of the company and take photocopies of some of them (this right cannot be excluded by the articles of association); v) to receive dividends; vi) to apply before a court in order to exclude another partner from the company for a serious reason; vii) if a partner leaves the company, it has the right to claim the amount of its contribution as a refund; viii) the pre- emptive right for purchasing portions in case of an increase of capital. This right also exists regarding the purchase of the portions of a deceased partner from its heir; ix) to apply before a court for the replacement of the director for a serious reason; x) to apply before a court for the annulment of a decision of the Assembly; xi) to apply before a court for the termination of the company under several circumstances. - Partner(s) whose portions represent: i) the 1/20 of the capital may demand from the director(s) the convocation of the Assembly or else they may apply to a court to that end; ii) the 1/10 of the capital may apply before a court for the termination of the company for a serious reason; iii) the 1/10 of the capital and simultaneously represent the 1/10 of the number of the partners may apply to the Court in order to revoke the director(s) of the company. 3.3.4 The General Partnership and the Limited Partnership - The general partners have the right to oppose any action of administration
3.3.2 The Private Company (P.C.) - In principle, all the portions of participation confer equal rights and responsibilities regardless the type of the contribution. - The partner(s) holding the 1/10 of the portions may: i) demand from the director the convocation of the Assembly and if he does not comply within 10 days, they have the right to do it themselves; ii) request from the court to appoint an independent auditor if there are serious doubts of violation of the law or the statute and report to the partners. - Each partner has the right: i) to be informed about the company’s affairs and to examine the books and the documents of the company; ii) to demand information which is essential for the understanding and assessment of the agenda of the Assembly. 3.3.3 The Limited Liability Company (Ltd) The law governing the Ltd focuses more on attributing personal rights to the partners than minority rights. - First of all, the minority may be protected by the requirement of the double majority needed for the decisions of the Assembly (both in capital and in persons). - Some of the rights that each partner has are: i) right of administration and representation of the company (if no directors are appointed); ii) right to attend and vote to the Assembly; iii) to apply before a court for the convocation
ILN Corporate Group – Establishing a Business Entity Series
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