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CODE OF COMMERCE OF NICARAGUA


Published in La Gaceta Diario Oficial No 248 of October 30, 1916.

OF THE LIMITED PARTNERSHIP


A limited partnership is a partnership entered into by one or more persons unlimitedly and jointly and severally liable for the
obligations of the partnership, with one or more persons who are not liable for the debts and losses of the partnership, but
only up to the amount of the capital they undertake to contribute to it. The former are called managers and the latter are
called comanditarios.

Article 193.- The corporate name shall include the name or trade name of one or more managing partners. The name of the
limited partners may not form part of the corporate name, and if they do, they shall be jointly and severally liable to third
parties with the managing partners, unless in the partnership deed they have limited their liability and the corporate name
bears the word limited.

Article 194.- When not all the names of the managing partners are included in the corporate name, the latter shall end with
the words and company or other equivalent words to express the latter. The words "en comandita" shall always be added to
the corporate name. The omission of this last word or the word limited, as the case may be, shall give the partnership the
character of a partnership for the purpose of unlimited and joint and several liabilities.

Article 195.- The limited partner or partners who by public deed have limited their liability, may exercise any act of
administration, provided that they always make use of the corporate name in the manner established in Article 193.

Article 196.- The limited partners may not inquire into the general state of the business, except at the times fixed by the
articles of incorporation. However, the authority may, at the request of a limited partner, order at any time the exhibition of
the books and papers of the partnership.

Article 197.- No distribution may be made to the limited partners, under any denomination whatsoever, except on the net
profits ascertained in the manner determined by the corporate deed. The administrators are personally and jointly and
severally liable for any distribution made without a prior inventory of the profits in excess of the amount thereof, or under an
inventory made with fraud or gross negligence.

Article 198.- Neither the limited partners nor the managers may be obliged to return the amounts that, in accordance with the
stipulations of the corporate contract, they have received from the profits obtained in the periods established in the same
contract.

Article 199.- However, if the liability of the limited partners is limited to the value of the funds for which they have obligated
themselves, they may be compelled, in the case of fraud or fraud, to return the dividends they have received.

Art. 200.- All the provisions on general partnerships are applicable to limited partnerships, except for the exceptions
established in this chapter with respect to limited partners.

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OF JOINT-STOCK COMPANIES
General Provisions
Art. 201.- The corporation is a legal entity formed by the pooling of a common fund, provided by shareholders liable only up
to the amount of their respective shares, administered by revocable agents, and known by the designation of the object of
the company.

Article 202.- A corporation may be incorporated by two or more persons who subscribe the corporate deed containing all the
necessary requirements for its validity, according to Article 124. The General Shareholders' Meeting convened under the
terms established in said deed, shall issue the bylaws of the corporation.

Art. 203.- The bylaws shall detail the attributions of the Board of Directors, of the Supervisory Board and of the ordinary or
extraordinary General Meetings; they shall establish a regime of good administration, of supervision of the operations of the
managers, the right of the partners to know the use of the corporate funds, the number of partners and participation of the
capital that shall attend the meetings in which said capital is reduced or increased, or in which the dissolution or modification
of the corporation is discussed.

Article 204.- A corporation may not enjoy legal personality until the Articles of Incorporation and the Bylaws are registered in
the corresponding Mercantile Registry. Both documents shall be published in "La Gaceta", Official Gazette; but the omission
of publication shall only affect corporations incorporated by public subscription, in the effects provided for in paragraph 5 of
Article 216. The last paragraph is the reform contained in the Law of July 31, 1941; La Gaceta N° 29.

Art. 205.- The Registrar shall not register the referred deed or Bylaws in any of the following cases:
1.- If the founders do not have a notoriously good background;
2.- If the deed is not formulated in accordance with Article 124;
3.- If it contains provisions contrary to the Constitution or the laws, morality or public order;
4.- If the Bylaws are not approved as provided in the Articles of Incorporation, or if they are reformatory in substantial part,
or contradictory to them;
5.- If the Bylaws do not establish a regime that provides for the operations of the managers, and the right to know the use
of corporate funds.

No corporation may commence operations until it has subscribed at least half of the capital stock, and in cash, 10% of the
capital consisting of cash.

Article 207.- The branches that the corporation establishes must be registered in the Registry of Commerce of the respective
department. For this purpose, the registered articles of incorporation and the appointment of the branch manager shall be
submitted.

Article 208.- The domicile of corporations and of the branches they establish may be changed by giving fifteen days' notice to
the public, and registration shall be made at the new domicile.

Art. 209.- When corporations are granted any privilege for their promotion, they shall be subject to the prior registration of the
deed, and their Bylaws, to the approval of the Executive.

Art. 210.- The General Meeting is the only body that can agree on the modification of the corporate contract. The purpose of
the meeting shall be stated in the call of the members and the draft amendment shall also be made known in its substantial
part.

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Art. 211.- To agree on the modification of the contract, except as provided therein, the number of votes required by Article
262 is necessary. To modify the rights granted to a certain class of shares, if the modification would be detrimental to it, the
consent of the detrimental shareholders is also required.

Corporations in General Shareholders' Meetings, previously called for such purpose, shall have the power to resolve to
reduce the capital stock. In no case may these resolutions be adopted at Ordinary Shareholders' Meetings, if in the call, and
with due anticipation, it has not been announced that the increase or reduction of the capital stock will be discussed and
voted upon.

Article 213.- The dispositions made by the General Meeting in the cases of the preceding articles must be approved by the
Judge, and registered and published as provided in article 204, and he may deny their approval if they have been made
illegally or with deceit or malice.

Article 214.- Once the reduction of the company's capital has been approved, the administrators may immediately comply
with the resolution of the General Meeting, if the effective capital remaining after said reduction exceeds twice the amount of
the company's debts and obligations.

Art. 215.- Otherwise, the reduction may not be carried into effect until all debts and obligations outstanding at the date of the
resolution have been settled and paid, unless the company obtains the prior consent of its creditors. The reduction referred
to in this article may not be carried into effect until thirty days after the publication of the resolution of the Meeting in a
newspaper of the department, or failing that in the official newspaper, and if within that time no opposition is filed by any of
the creditors who believe themselves to be prejudiced by such resolution.

Of the Shares
Article 224.- The capital of corporations is divided into shares of equal value, and these confer equal rights to their holders,
unless otherwise stipulated when the corporation is incorporated. Shares may be nominative and bearer shares.

Art. 225.- Other shares may also be extended under the name of remunerative shares. These are those that are reserved, in
the corporate charter, as if they were paid in full, by the founding partners in compensation for their work in the formation of
the partnership.

Such shares are part of the capital stock for the sole purpose of having an equal participation in the company's profits, after
the capital has been returned to the shareholders. Their value may not exceed 10% of the capital stock. They are
transferable like registered shares, but are not subject to any liability, nor do they give voice or vote in the deliberations of the
Shareholders' Meeting.

Nominative and remunerative shares shall be subscribed by the directors determined by the Bylaws; and express:
1.- The name of the company, and the place of its domicile;
2.- The dates of its incorporation and registration in the Commercial Registry;
3.- The amount of the capital stock, and the total number of shares it is divided into;
4.- The nominal value of the security, the person in whose favor it is issued, and the payments made;
5.- If the shares are remunerated, it must be expressed that they are not subject to payment, and have only the rights
granted to them by the corporate deed and this Law.

Article 227.- Once the value of the registered shares has been fully satisfied. The interested parties may demand that bearer
shares be issued to them, provided that the Bylaws do not expressly determine otherwise.

Article 228.- Prior to the delivery of the shares to the subscribers, the corporation may issue provisional certificates
representing the subscriptions made. These shall be treated for all purposes as equivalent to the shares, and must be
exchanged for the latter in due course.
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The book of registration of nominative shares and the book of bearer shares may be inspected by any shareholder.

Article 230.- The ownership and transfer of nominative and remunerative shares shall not produce effects with respect to the
corporation or third parties, except from the date of the respective registration referred to in the preceding article.

Art. 231.- When different persons become co-owners of a share or bearer security, the corporation is not obliged to register
or recognize the respective transfer, as long as they do not choose one to represent them before the corporation in the
exercise of their rights and fulfillment of their obligations.

The ownership of nominative and remunerative shares shall be proved by endorsement and registration in the Register
referred to in Article 37. Once a share has been endorsed, it shall be registered by the directors of the corporation in favor of
the new owner, if they have no well-founded doubt as to the authenticity of the endorsement. The transfer of bearer shares
shall be verified by the simple endorsement thereof. The transfer of a nominative share that is not fully paid, does not
extinguish the obligations of the transferor in favor of the corporation.

Article 233.- It is prohibited for corporations to purchase their own shares, except in the following cases:
1.- When paid registered shares or bearer shares are purchased with the authorization of the General Shareholders'
Meeting, and with funds that come from profits that are not destined to the reserve fund;
2.- When the purchase is made by virtue of an authorization provided for in advance by the Bylaws;
3.- When it is made with the capital of the company, observing all the formalities required for the reduction of the capital
stock.
The shares purchased will be cancelled and the company will not be able to issue new shares to replace them.

Art. 234.- As long as the shares are not fully paid, the subscribing shareholders shall be liable for the amount of the
subscription. Payments in arrears may be demanded from the original subscribers and from all those to whom the shares
have been successively transferred. Whoever, by virtue of the obligation imposed by this article, has to make a payment on
account of a share of which he is no longer the owner, shall retain co-ownership thereof for the amount he has paid, or may
recover what he has paid against the current holder.

Article 235.- The shareholder who does not pay his contributions in a timely manner shall pay interest from the day on which
the payment should have been made and shall also be liable for damages. The delinquent shareholder shall be set a term of
not less than two months, within which the payment must be made. If the payment is not made within the period indicated,
his corporate rights and the capital contributed for the benefit of the corporation will be forfeited, except in the case of force
majeure or fortuitous event, or contrary stipulation in the corporate deed.

Article 236.- As long as the corporate contract does not provide otherwise, registered shares that are not fully paid, may not
be disposed of without the consent of the corporation, unless they are judicially auctioned in a forced sale.
In the latter case, the company shall have the right of first refusal, and if the shares are auctioned in its favor, they shall be
cancelled by the same fact.

Art. 237.- If a share or provisional safeguard disappears, and the corporate contract does not provide otherwise, it may be
annulled or replaced with others of the same kind.

Article 238.- It is prohibited to issue new series of shares, as long as the first ones have not been fully covered.
It is also forbidden to issue new series of remunerative shares that the founders have not reserved in the articles of
incorporation. Any pact or agreement to the contrary shall be of no value.

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Rights and Obligations of the Company and of the Partners in Joint Stock Companies
Art. 239- The corporate mass composed of the subscribed capital, accumulated profits, and undistributed dividends, is liable
for the obligations of the company.

Article 240.- The shareholders may not demand that the company return to them the value of their contributions, and have no
other right in this respect, as long as the company subsists, than to receive the net profit with the limitations established by
law or by the articles of incorporation. However, it may be agreed that during the period of time that the preparation of the
company requires, interest at a fixed rate may be recognized for amounts advanced; the corporate contract will fix the date
on which, at most, the payment of such interest may last.

Article 241.- The shareholders who, in contravention of the provisions of the law, may receive amounts or securities, shall be
liable for the corporate obligations up to the amount of such securities or amounts. Whatever a shareholder may have
received in good faith, by way of profits or interest, he is not obliged to return it. The actions granted in the preceding
paragraph prescribe after five years from the date of receipt.

Art. 242.- Neither the shareholders nor their predecessors may offset with other rights, shares or credits they have against
the corporation, the benefits to which they are obliged in accordance with Articles 234 and 235.

Administration and Control of Corporations


The administration of corporations shall be entrusted to a Board of Directors, appointed by the General Meeting or as
provided in the corporate charter.

Art. 244.- The election of directors shall be made from among the same partners, for a fixed and determined term, not
exceeding ten years, without prejudice to the revocation of the term of office, provided that this resolution is adopted at the
General Meeting. The bylaws and the Articles of Incorporation shall determine whether, once the term of office has expired,
there may be reelection, and in the event that they do not so determine, it may be agreed by unanimous vote.

Art. 245.- The directors of corporations do not contract any personal or joint and several obligation for the obligations of the
corporation; but they shall be personally and jointly and severally liable to the corporation and to third parties, for the non-
execution of the mandate and for the violation of the Bylaws and legal precepts.

Directors who have not taken part in the respective resolution, or who have protested against the resolutions of the majority
in the act or within the third day, shall be exempt from this liability.

The directors of any corporation may not carry out, on behalf of the corporation, transactions of a nature different from its
object or purpose, and acts contrary to this precept shall be considered an express violation of the mandate. It is expressly
forbidden for the directors of these companies to negotiate on their own account, directly or indirectly with the company
whose management is entrusted to them. The directors of any corporation may not personally engage in the same trade or
industry as those of the corporation, except in cases where special authorization is expressly granted by the General
Meeting.

The supervision of the corporate administration shall be entrusted to one or more supervisors, who may or may not be
shareholders, and whose election shall be made by the General Meeting, in accordance with the bylaws. These overseers,
who are not obliged to act jointly, shall have the powers determined by the bylaws, and the provisions of articles 293 and 295
shall be applicable to them in all cases.

Article 247.- Corporations that exploit public service concessions granted by the State or by any administrative corporation
may be audited by agents of the Government or of the respective corporation, even if the articles of incorporation of the
corporation do not expressly provide for such auditing. This supervision shall be limited to overseeing compliance with the

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provisions of the law, and especially the manner in which the conditions of the concession and the obligations established in
favor of the Public are fulfilled, and for this purpose may proceed to investigate the accounting of the company.

Article 248.- Corporations must publish annually in the Official Gazette, a balance sheet clearly stating their assets and
liabilities, and the same companies incorporated by public subscription must publish every six months in the Official Gazette
"La Gaceta", a detailed balance sheet of their operations, stating the value at which they calculate their inventories and all
kinds of realizable effects.

Article 249.- An amount not less than one twentieth of the net profits of the corporation shall be set aside to constitute a
reserve fund until said fund represents at least one tenth of the capital stock. The reserve fund shall be restored whenever it
is reduced for any reason whatsoever.

Art. 250.- If by provision of the Bylaws or of the General Meeting, the executive part of the corporate operations is attributed
to a Manager, even if he is not a member of the Board of Directors, he shall be responsible as the directors to the partners
and third parties for the fulfillment of his duties notwithstanding any part to the contrary, and even if he is subordinated to the
authority and supervision of the Board of Directors.
Note: The similar article taken as a model reads in the final part: "any agreement to the contrary" instead of "any party to the
contrary".

General Meetings
Article 251.- General Shareholders' Meetings shall be ordinary or extraordinary. The Ordinary General Meeting shall meet at
least once a year. The Extraordinary General Meeting shall be convened whenever the Board of Directors deems it
convenient, or when requested in writing and stating the purpose and reasons, by the shareholders whose combined
holdings represent at least one twentieth of the capital stock. If the articles of incorporation grant this right to shareholders
representing less than one twentieth of the capital stock, the agreement shall be observed. In the same way, shareholders
have the right to request that certain matters be announced as the object of the deliberation of the General Meeting.

If the Board of Directors refuses to convene the General Meeting requested by the members in the case of the preceding
article, the interested parties may appeal to the Judge of Commerce, so that he may convene and preside over it until it is
organized.

Art. 253.- Notice of the General Meeting shall be given by means of notices published in the official Government newspaper
at least fifteen days prior to the day on which the meeting is to be held. For this computation, neither the day of the call nor
the day of the meeting shall be counted. The Meeting may not be convened unless more than half of the shares are
represented.

If the General Meeting cannot be convened due to a lack of represented shares, a second call shall be made at least ten
days in advance, and the Meeting shall be held regardless of the number of shareholders in attendance.

Article 254.- The resolution of the General Meeting shall be formed with more than half of the votes, it being understood that
each share gives the right to one vote. The provisions of this article are without prejudice to the cases in which the Law, the
Articles of Incorporation or the Bylaws require a specific number of votes for the resolutions of the Shareholders' Meeting.

Article 255.- The purpose of the meeting shall be stated in the extraordinary call of the General Meeting. Resolutions and
resolutions adopted without this requirement shall have no value whatsoever against the members who have not attended.

Article 256.- In order to be valid, all resolutions of the General Meeting shall be recorded in the minutes of the meeting,
signed by those attending. The minutes shall state the date and place where the meeting was held, the name and surname
of the members in attendance and of those represented, the number of shares represented by each one and the resolutions
passed.
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The General Meeting shall be responsible for the examination and approval of the respective balance sheet and the
distribution of profits. This balance sheet shall be prepared in advance by the Board of Directors.

Article 258.- The balance sheets of corporations, after being presented and discussed at the General Meeting, shall be
communicated to all shareholders, together with the reports of the Board of Directors and the opinion of the Vigilante or
Vigilantes, as the case may be. In the case of a publicly subscribed corporation, an authorized copy of the balance sheet
shall be deposited at the respective Court, where any person may obtain certification of said copy.

Art. 259.- The General Meeting or the Board of Directors, as determined by the Articles of Incorporation or the Bylaws, may
at any time agree upon and distribute dividends; but no fictitious dividends may be distributed, nor may any profit be
distributed until it has been received. Violation of this article shall be considered as a violation of the mandate by the
Directors and the Manager.

No shareholder, regardless of the number of his shares, may represent more than one tenth of the votes conferred by all the
shares issued, nor more than two tenths of the votes present at the Meeting.

Art. 261.- Every shareholder has the right to protest against the deliberations made in opposition to the provisions of the law
of the Bylaws and may request from the competent Judge the suspension of their execution and declaration of their nullity.
Such deliberations shall render unlimited liability to the shareholders who have expressly accepted them.

The resolutions adopted and acts performed by the directors against the provisions of the law, the bylaws or the General
Meetings do not bind the corporation, and their authors, as to their effects, remain personally and jointly and severally liable,
except in the case of protest, in accordance with the provisions of this Code.

Art. 262.- Unless otherwise provided in the Bylaws, the presence of members representing three fourths of the capital, and
the favorable vote of members present representing at least one half of the capital, shall always be required to resolve on the
following:
1º Early dissolution of the company;
2º Extension of its duration;
3º Merger with another company;
4º Reduction of capital stock;
5º Reintegration or increase of the same capital;
6º Change of corporate purpose;
7º Any other modification of the constitutive act.

The dissenting shareholders with respect to the resolutions of numbers 3, 5 and 6 and that of number 2, if the extension is
not authorized by the Bylaws, have the right to withdraw from the corporation, demanding the reimbursement of the value of
their shares in proportion to the capital stock, in accordance with the last approved balance sheet. This right may only be
exercised by dissidents present at the Meeting, within three days of the closing of the Meeting, and by those absent, within
one month of the publication of the respective resolution.
Merger and extension of Corporations.
Art. 263.- The merger of two or more companies shall be preceded by the agreement of each of them. This agreement shall
be duly published.

Art. 264.- The merger shall only take effect three months after the publication of the respective agreement; unless it is
authentically recorded that all the debts of each of the companies that intend to merge have been satisfied, or that the
amount of said debts deposited in the company's treasury has been placed at the order of the respective Commercial Court,
or that the consent of the creditors has been obtained.

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Art. 265.- During the period fixed in the preceding article, any creditor of the companies that are to enter into the merger may
oppose the merger. This opposition shall suspend the execution of the merger until it is judicially resolved.
Article 266.- Once the term set forth in Article 264 has elapsed, or the other provisions thereof have been complied with, the
merger shall be deemed to have been definitively effected, and the corporation to be formed shall assume all the rights and
obligations of all the extinct corporations.

Article 267.- Companies whose Bylaws must be submitted to the Executive Branch for approval, need the same approval to
merge.

Art. 268.- Once the term established in the contract for the duration of the partnership has elapsed, and there is no other
reason for dissolution, this term may be extended if the partners unanimously agree to do so, or if the withdrawing partners
do not represent more than one third of the capital stock and the remaining partners liquidate their share in accordance with
the legal terms. The extension shall be duly published.

Dissolution and liquidation of Corporations.


Article 269.- Corporations are dissolved:
1.- When the time has elapsed because they have been constituted without any extension;
2.- Due to the extinction or cessation of its object;
3.- Because the proposed purpose has been achieved, or it is not possible to achieve it;
4.- Bankruptcy of the company;
5.- For the reduction of the capital stock by more than two thirds, if the partners do not make new contributions that
maintain at least one third of the capital stock;
By agreement of the members;
7.- By merger with other companies, when, in accordance with the merger contract, one of them does not survive.

Art. 270.- Corporations shall be dissolved when for more than six months they have existed with a number of shareholders of
less than three, if any of the partners demands their dissolution.

Art. 271.- The creditors of a corporation may demand its dissolution, proving that subsequent to the time of its contracts, half
of the capital stock has been lost; but the corporation may oppose the dissolution provided that it provides the necessary
guarantees for the payment of its creditors.

Art. 272.- The manner of proceeding with the liquidation and partition of any mercantile corporation shall be governed, in all
matters not provided for in the corporate contract, by the resolutions adopted in General Meetings, provided that they are not
in opposition to the provisions of this Code.

Art. 273.- The appointment of liquidators shall correspond to the partners gathered in a General Meeting, except for the
exceptions of paragraph 3. of this article and the special provisions in case of bankruptcy. The appointment of liquidators
shall only be valid when it is made by at least half of the partners holding three quarters of the capital stock.
When the corporation is judicially declared as non-existent due to the essential nullity of its incorporation, or in case the
number of votes prescribed in the preceding paragraph is not met, the Judge shall proceed to appoint liquidators. The
substitution of any liquidator for another shall be carried out under the terms prescribed by this article.

Art. 274.- When the corporation is dissolved, the administrators shall submit the inventory, balance sheet and accounts of
their final management to the approval of the General Meeting, with the formalities and in the form that they should do if it
were a question of inventories, balance sheets and annual accounts.

Article 275.- Once the management accounts have been approved, as well as the inventory and balance sheet, the
administrators shall deliver to the liquidators all documents, books, papers, funds and assets of the corporation in order to

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begin liquidation. The administrators shall deliver to the liquidators all the documents, books, papers, funds and assets of the
corporation, in order to begin the liquidation.

Art. 276.- Except for stipulations and declarations to the contrary, it is the liquidators' responsibility:
1.- To represent the company in and out of court;
2.- To promote and collect the company's debts;
3.- To sell the securities of the company;
4.- To agree with debtors or creditors, in or out of court, on the manner of payment of their respective debts, and for this
purpose may issue, endorse and accept bills of exchange or bills of exchange;
5.- To divide the liquid assets of the company.

Art. 277.- Without the express authorization granted by the General Meeting, the liquidators shall not be entitled to act as
liquidators:
1.- To continue with the commerce of the company until the liquidation of the same; but the pending operations may continue
until their conclusion;
2.- To borrow money for the payment of the debts of the company;
3.- To obligate, mortgage or dispose of real estate and to compromise on them;
4.- To withdraw from any lawsuit in which the Company is a party. The disposal of real estate must be carried out at public
auction, unless authorized by the Company.

Article 278.- The partners, in the act of appointing the liquidators, shall fix the term within which the liquidation is to be
completed. When the liquidators are not appointed by the partners or the partners do not fix the term within which the
liquidation is to be completed, this term shall be fixed by the Judge, after hearing the partners, who shall be called for this
purpose for a term of ten days by means of edicts to be inserted in the official newspaper. If the liquidation cannot be
completed within the term set by the partners or by the Court, it may be extended only once, and for a period of time not
exceeding half of that originally set. If the term agreed upon for the liquidation has elapsed without it being completed, it shall
be continued judicially, in accordance with Article 280.

Art. 279.- The liquidators shall demand from the partners the payment of the sums for which they are overdrawn with respect
to the corporation, and which are necessary to satisfy the respective commitments and expenses originated by the
liquidation.
Articles 280.- Once the debts have been satisfied or the sums necessary for their payment have been consigned, the
partition of the values shall proceed, which shall be liquidated in the proportion due to each of the partners. The general rules
governing partitions between joint heirs are applicable to partitions between commercial partners.

Article 281.- The liquidators shall present each year to the General Meeting, a partial balance sheet of the operations carried
out by them, and shall render accounts in the terms prescribed for the administrators of corporations.

Art. 282.- Once the liquidation has been completed, the liquidators shall submit for the approval of those to whom they owe
their appointment, the final accounts and a report explaining the performance of their mandate, accompanied by all the
documents that clarify and justify their management.
Article 283.- The personality of the liquidators shall subsist, according to the general rules of the mandate, until the final
approval of their liquidation and partition accounts, without prejudice to the actions that the partners may have for the errors
or frauds that they may contain and that are discovered subsequently.

Art. 284.- The minutes of the final approval of the liquidation and partition accounts or the judicial sentence passed on them,
shall be published in the official Government newspaper, and shall be recorded in the respective Registry.

Article 285.- At the last meeting or General Meeting of the partners, the partners shall designate the person in whose
possession the books, papers and documents of the corporation are to remain for all legal purposes. If the liquidation has
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been made by the Judge or if the designation of the depositary referred to in this Article is missing, they shall be deposited in
the archives of the corresponding Court. The books, papers and documents referred to in this article shall be kept for ten
years.
Art. 286.- All the provisions governing the company in its ordinary functions that are not incompatible with the liquidation are
applicable to companies in liquidation. The power of the administrators shall be transferred to the liquidators with the same
responsibility.
The liquidation does not release the partners nor will it be an obstacle to the declaration of bankruptcy. In cases of
liquidation, the name of the company shall always be followed by the words: in liquidation.

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