l6 BEI.GIUM - CO-OPERATION AND ASSOCIATION 



Finally, as lirGited liability societies are most usually founded by 

 authenticated deed to which a small number of founders are parties, sub- 

 scribing all the shares, with the intention of later on offering them for pub- 

 lic sale, the law, to prevent the evils consequent on this, has had recourse, 

 in the interest of the public, to the security offered by wide publicity. 

 Article 34 bis of the law of May 25th., 1913 (art. 36 of the Commercial Code) 

 prescribes as follows : 



" The ptiblic exhibition, offer and sale of shares {actions or parts), or 

 securities, of whatever title, must be preceded by the publication, in the 

 supplement to the Moniteur of a notice dated and signed by the vendors, 

 together with the names, surnames, profession and residence of those 

 signing ; 



(i) the date of the deed of constitution of the societ^^ and of all 

 deeds amending the rules and of their publication ; 



(2) the object of the society, the share capital and the number 

 of shares ; 



(3) the amount of capital not paid up and that still to be paid on 

 each share ; 



(4) the composition of the boards of management and supervision; 



(5) the declarations required as above in relation to contributions; 



(6) the last balance sheet, and the last profit and loss account or 

 statement to the effect that the latter has not yet been published. 



The publication in question must be made at least ten full days 

 before public exhibition, offer or sale. 



3. Shares and Transfer of Shares. — The capital of the societies consists 

 in shares (actions) on which their value may or may not be shown. Inde- 

 pendent of the shares (actions) representing the capital of the society, 

 others (titres de participation) , may be issued which shall entitle to rights 

 laid down in the rules. 



The shares (actions) may be divided into parts, of which a certain number 

 shall confer the same rights as the action. Both actions and parts bear the 

 number of their issue. 



Distinction is made between personal shares, the ownership of which 

 is established by means of an entry in a special register kept at the head 

 quarters of the society and transfer of which is effected by means of a 

 declarat^'on entered in the same register , dated and signed by the transferer 

 and the transferee ; and shares to bearer, bearing the signature of at least 

 two managers, and transferable by means of simple delivery of the title. 



The shares (actions) are personal until fully paid up; the owners of 

 shares (actions or titres) to bearer may, at pleasure, demand their conversion, 

 at their own expense to personal actions or titres. 



Lastly transfer of shares is only valid after the definite constitution 

 of the society and payment of the fifth of their amount. 



4. Management and Supervision of Limited Liability Societies. — These 

 societies are managed by persons appointed for a time, who may be dismissed, 

 and receive remuneration or not, and, unless the rules make provision 

 otherwise, have power to perform any act in connection with the manage- 



