Compiled by February 1998
Foreign Tax Law, Inc.
PO Box 2189
Ormond Beach, Florida 32175-2189 USA
tel. (904) 253-5785
fax (904) 257-3003
e-mail: ftlp@foreignlaw.com
Website: http://www.foreignlaw.com

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LAW OF LIMITED LIABILITY COMPANIES OF PUBLIC INTEREST
Law of August 31, 1934.

ARTICLE 1.
Limited liability companies of public interest shall only be organized when, in the opinion of the Secretariat of National Economy, their object be to engage in activities of joint public and private interest.

ARTICLE 2.
The authorization of the Federal Executive shall be required for the organization of such companies.

ARTICLE 3.
The application shall be submitted to the Secretariat of National Economy, which shall grant or refuse the authorization within a term of 30 days, reckoned form the date on which it receives the petition and a copy of the proposed deed of incorporation.

ARTICLE 4.
Once the authorization referred to in the proceeding article has been granted, and the respective deed of incorporation has been executed, the latter shall be recorded in the Public Register of Commerce.

ARTICLE 5.
Except as provided for in this Law, the company shall be governed by the general provisions of the Law of Mercantile Companies and by the special provisions regarding limited liability companies.

ARTICLE 6.
The company shall be organized as a company with variable capital.

ARTICLE 7.
The company may consist of more than 25 associates.

ARTICLE 8.
No individual interest may exceed 25% of the capital of the company.

ARTICLE 9.
20% of the net yearly profits must be set aside to build up a reserve funds, until such fund equals the company's capital.

ARTICLE 10.
The company shall be managed by a Board of Directors, composed of not less than 3 persons; and a Board of Vigilance, formed of not less than 2 persons, shall be appointed.

ARTICLE 11.
The deed of incorporation shall stipulate the rights of the minority in the appointment of administrators and of the members of the Vigilance committee. However, the minority representing 25% of the capital shall, in all cases, be entitled to appoint at least one Director and one member of the Vigilance committee. Their appointment shall only be revocable if the appointment of all the other administrators or members of the Vigilance Committee is likewise revoked.

ARTICLE 12.
The Secretariat of National Economy shall supervise the operation of the company, in the enjoyment of the following powers:

I. To obtain from the administrators or from the Vigilance Committee reports regarding the company's business.

II. To call general meetings whenever they are not held at the time stipulated in the deed of incorporation, or, there being no stipulation to this effect therein, if more than one year elapses without a general meeting being held.

III. To institute proceedings in a law court for the dissolution and liquidation of the company, whenever legal reasons exist therefor.

IV. To denounce to the Government attorney any irregularities of a criminal nature committee by the administrators of the company.

ARTICLE 13.
The administrators of the company shall guarantee their management in the manner laid down in the deed of incorporation.