Commercial Code of the Dominican Republic

INDEX

BOOK ONE:

OF COMMERCE IN GENERAL

Title I:

Of the merchants……………………………………………………. 11

Title II:

From the commercial books……………………………………………………………………….. 12

Title III:

Of the companies…………………………………………………………………………………… 14

Section 1a.

Of the various kinds of commercial companies, and of their rules 14

Section 2a:

Of the limited partnership by shares 19

Section 3a:

Specific rules for joint-stock companies 23

Section 4a:

Specific provisions for companies

30 variable capital

Section 5a:

Of tontines and insurance companies 31

Section 6a:

On prescription and other means of inadmissibility of actions for annulment, resolution, liability and dissolution in matters of commercial companies….. 31

Title IV:

Regarding the separation of property……………………………………………………………….. 32

Title V:

Of the stock exchanges, exchange agents and brokers………………. 33

Section 1a:

Of the 33 stock exchanges

Section 2a:

Of the exchange agents and brokers 34

Title VI: On pledges and commission agents…………………………………………………….. 36 Section 1:

From garment 36

Section 2a:

Of the commission agents in general 38

Section 3a: Of commission agents for

land and water transport 38

Section 4a:

From the carrier 39

Title VII: On Commercial Purchases and Sales…………………………………………………… 40 Title VIII: On Bills of Exchange, Promissory Notes, and Prescription…….. 41 Section 1:

From bill of exchange 41

Section 2a:

From the promissory note to order 52

Section 3a:

From prescription 53

BOOK TWO: ON MARITIME COMMERCE Title I: On Ships and Other Maritime Vessels………………………………….. 55 Title II: On the Seizure and Sale of Ships…………………………………………………………. 57 Title III: On Shipowners……………………………………………………………………………………….. 61 Title IV: On the Captain………………………………………………………………………………………………. 62 Title V: On the Contracts and Wages of Seamen and Other Crew Members 67 Title VI: On Bills of Lading and Charter Parties…………………………………………………….. 68 Title VII: On the Bill of Lading……………………………………………………………………………………. 69 Title VIII: On Freight……………………………………………………………………………………………………. 70 Title IX: On Bottomry Contracts…………………………………………………………………… 74 Title X: On Insurance…………………………………………………………………………………………. 77 Section 1:

Regarding the insurance contract, its form and object 77

Section 2a:

Of the obligations of the insurer and the insured 78

Section 3a:

From abandonment 80

Title XI: On Damages………………………………………………………………………………………….. 84 Title XII: On Jettison and Contribution………………………………………………………. 87 Title XIII: On Prescriptions……………………………………………………………………………… 90 Title XIV: Exceptions…………………………………………………………………………………………….. 91 BOOK THREE: ON BANKRUPTCIES AND INSOLVENCY Title I: On Bankruptcy…………………………………………………………………………………………… 93 General Provisions………………………………………………………………………… 93 Chapter I: On the Declaration of Bankruptcy and its Effects……………………………….. 93 Chapter II: On the Appointment of the Commissioner Judge……………………………………………. 97 Chapter III: On the Affixing of Seals and the Initial Provisions Regarding the Person of the Bankrupt 97 Chapter IV: On the Appointment and Replacement of the Provisional Trustees……………………………………………………………………………………. 99 Chapter V: Powers of the Trustees…………………………………………………………. 101 Section 1: General Provisions……………………………………………………………… 101 Section 2: On the Breaking of Seals and the Inventory……………………….. 103 Section 3: On the Sale of Goods and Furniture and on the Collection of Active Debts 104 Section 4: On Conservative Acts………………………………………………………… 105 Section 5: On the Verification of Credits……………………………………………….. 106 Chapter VI: On the Concordat and the Union………………………………………………………… 110 Section 1: On the Convocation and the Meeting of Creditors………………………… 110 Section 2: On the Concordat…………………………………………………………………………….. 110 Section 3: On the Closure Due to Insufficient Assets………………………………. 115 Section 4: On the union of creditors…………………………………………………………… 116 Chapter VII: On the various kinds of creditors and their rights in case of bankruptcy………………………………………………………………………….. 119 Section 1:

Of the co-obligors and guarantors 119

Section 2: Of the creditors with pledges and those with privileges over movable property 120 Section 3: Of the rights that correspond to mortgage and privileged creditors with respect to immovable property 122 Section 4:

Of the rights of women 123

Chapter VIII: On the Distribution of Payment Among Creditors, and on the Liquidation of Movable Property 125 Chapter IX: On the Sale of Real Estate Belonging to the Bankrupt………….. 126 Chapter X: On the Recovery of Possession……………………………………………………………………….. 127 Chapter XI: On Appeals Against Judgments in Bankruptcy Proceedings………. 128 Title II: On Bankruptcies………………………………………………………………………………… 129 Chapter I: On Simple Bankruptcy…………………………………………………………………. 129 Chapter II: On Fraudulent Bankruptcy………………………………………………………… 131 Chapter III: On Crimes and Offenses Committed in Bankruptcies by Persons Other Than the Bankrupt…………… 131 Chapter IV: On the Administration of Assets in Case of Bankruptcy…………. 133 Title III: On Rehabilitation………………………………………………………………………………. 134 BOOK FOUR: ON COMMERCIAL JURISDICTION Title I: On the Commercial Courts……………………………………………………………… 136 Title II: On the Jurisdiction of the Courts in Commercial Matters………….. 138 Title III: On the Procedure before the Commercial Courts………….. 141 Title IV: On the Procedure before the Court of Appeal……………………. 141

COMMERCIAL CODE OF THE DOMINICAN REPUBLIC BOOK ONE: OF COMMERCE IN GENERAL TITLE I: OF MERCHANTS Art. 1.- All persons who carry out commercial acts and make it their habitual profession are merchants. Art. 2.- (Modified by Art. Article 2 of Law 4999 of September 19, 1958. G. O. 8287). Any emancipated minor, of either sex, aged 17 years or older, who wishes to exercise the right granted by Article 487 of the Civil Code to engage in commerce, may not commence commercial operations, nor be considered of legal age with respect to obligations incurred by commercial acts: 1) Unless previously authorized by his father, or by his mother in the event of the death, incapacity or absence of the father, or in the absence of both father and mother, by agreement of the family council approved by the Court of First Instance in its civil powers; 2) If, in addition, the authorization document has not been previously registered and posted in the Commercial Court of the place where the minor wishes to establish his domicile. Art. 3.- The provision of the preceding article is applicable even to minors who are not merchants, with respect to all acts declared commercial by the provisions of all articles 632 and 633. Art. 4.- (Repealed by Law 390 promulgated on December 14, 1940; G. O. No. 5535, dated December 18, 1940). Art. 5.- (Repealed by Law 390 of December 14, 1940, G. O. No. 5535). Art. 6. Minors, authorized as stated above, may pledge and mortgage their real estate; they may also alienate it, but in accordance with the formalities prescribed by articles 457 and following of the Civil Code. Art. 7. Married women who engage in public commerce may also pledge, mortgage and alienate their real estate. However, their dowry property, when they have married under the dowry regime, cannot be mortgaged or alienated, except in the cases determined and with the formalities prescribed by the Civil Code. TITLE II: ON COMMERCIAL BOOKS Art. 8.- (Modified by Art. Article 1 of Law 4074 of March 12, 1955. G. O. 7813). Every merchant is required to keep a Daily Book that presents, day by day, the operations of his business, or that summarizes at least monthly the totals of these operations, provided that he keeps, in this case, all the documents that allow these operations to be verified day by day. Art. 9.- (Modified by Art. 1 of Law 4074, of March 12, 1955, G. O. 7813). It is requiring you to annually take an inventory of your business's assets and liabilities and close all your accounts in order to establish your balance sheet and profit and loss account. The balance sheet and the profit and loss statement will be copied into the Inventory Book. Art. 10.- (Modified by Art. Article 1 of Law 4074, of March 12, 1955. G. O. 7813). The Daily Book and the Inventory Book will be kept chronologically, in Spanish, without blanks or alterations of any kind. Art. 11.- (Modified by Art. 1 of Law 4074, of March 12, 1955, G. O. 7813; by Art. 14, literal f) of Law 50-87 of June 4, 1987, GO 9712 and by Law 3-02 on Commercial Registry). The journal and the inventory book shall be numbered, initialed and endorsed once a year, only by the Chambers of Commerce and Production, in the ordinary manner, without prejudice to the tax established by law no. 827 dated February 6, 1935. The books and documents indicated in articles 8 and 9 must be kept for ten years. Incoming correspondence and copies of outgoing letters must be sorted and kept for the same period. Art. 12. Commercial books, kept regularly, may be admitted by the judge as means of proof between merchants, in commercial matters. Art. 13.- The books that must be kept by persons engaged in commerce, and with respect to which the prescribed formalities have not been observed, may not be presented or be considered valid in court in favor of those who have kept them, without prejudice to what is established in the Book of Bankruptcies and Insolvencies. Art. 14.- The communication of books and inventories cannot be ordered in court, except in cases of succession, community of property, liquidation of companies and in cases of bankruptcy. Art. 15.- In the course of a lawsuit, the judge may, even ex officio, order the exhibition of the books in order to take from them what pertains to the disputed point. Art. 16.- In the case of books whose exhibition is offered, requested or ordered, and are located in places distant from the court that hears the matter, the judges may issue a letter rogatory to the commercial court of the respective place, or commission a justice of the peace to examine them, make a legal copy of their contents and send it to the court that hears the case. Art. 17.- If the party whose books are offered to be attested to and believed refuses to present them, the judge may defer the oath to the other party. TITLE III: OF THE COMPANIES SECTION 1A. OF THE VARIOUS KINDS OF COMMERCIAL COMPANIES, AND OF THEIR RULES Art. 18.- The contract of companies is regulated by civil law, by the peculiar laws of commerce, and by the agreements of the parties. Art. 19.- The law recognizes three types of commercial companies: the general partnership, the limited partnership, and the joint-stock company. Art. 20.- A general partnership is one formed by two or more people whose corporate purpose is to conduct business under a corporate name. Art. 21.- The names of the partners are the only ones that can be part of the company name. Art. 22.- The partners in a general partnership, indicated in the company contract, are jointly and severally liable for all the commitments of the company, even if only one of them has signed, provided that he or she has done so under the company name. Art. 23.- A limited partnership is formed between one or more responsible and joint partners and one or more simple partners who lend funds, who are called limited partners or limited partners. It is governed by a corporate name, which must necessarily be that of one or many of the responsible and joint partners. Art. 24.- When there are many joint partners, whether they all manage the company together, or one or many manage it for all, the company is at the same time a general partnership with respect to all of them, and a limited partnership with respect to the simple lenders of funds. Art. 25.- The name of a limited partner cannot be part of the company name. Art. 26.- The limited partner is not liable for losses beyond the amount he has put or should have put into the company. Art. 27.- The limited partner may not perform any act of management, even as an agent of the managing partners. Art. 28.- In case of contravention of the prohibition mentioned in the preceding article, the limited partner is jointly and severally liable with the general partners for all the debts and commitments of the company, arising from the acts of administration that he has exercised, and according to the number or the seriousness of those acts, he may be declared jointly and severally liable for all the commitments of the company, or only for some. Neither the opinions and advice, nor the acts of verification and monitoring commit the limited partner in any way. Art. 29.- (Repealed by Law 262 of February 21, 1919. G. O. 2990). Art. 30.- (Repealed by Law 262, of February 21, 1919. G. O. 2990). Art. 31.- (Modified by Law 1145, of August 21, 1936. G. O. 4936). Stock companies are managed by one or more temporary, salaried or unpaid representatives, who may or may not be shareholders. These managers may delegate all or part of their powers, if the statutes allow it, but they are responsible to the company for the actions of the people to whom they delegate them. Art. 32. Administrators are responsible only for the execution of the mandate they have received. They do not assume, by reason of management, any personal or joint obligation in relation to the commitments of the company. Art. 33.- The partners are only liable up to the amount of the capital they have in the company. Art. 34.- (Modified by Art. Article 2 of Law 1145 of August 21, 1936. G. O. 4936). The capital of joint-stock companies is divided into shares and even share vouchers. These companies may, by their statutes or by subsequent resolution of a general meeting composed of shareholders representing at least two-thirds of the share capital, create preferred shares, which enjoy certain advantages over other shares or confer priority rights, either over profits or over the company's assets, or over both. Unless otherwise provided in the bylaws, preferred shares and common shares shall entitle the holder to the same number of votes at meetings even if they have different nominal value. In the event that a resolution of the general meeting modifies the rights corresponding to a category of shares, this decision will not be final until it has been ratified by a special meeting of the shareholders of the category in question. This special meeting, in order to deliberate validly, must gather at least four-fifths of the capital represented by the shares in question, unless the statutes specify a higher minimum. Art. 35.- (Modified by Law 127 of April 25, 1980, G. O. No. 9530 of April 30, 1980). Shares may be registered, to order, or to bearer. Art. 36.- (Modified by Law 127 of April 25, 1980, G. O. No. 9530 of April 30, 1980). Nominative shares are those issued in favor of a person whose name appears both in the text of the document and in a register that the company must keep. No legal act related to the registered share will have effect with respect to third parties and the company, except when it is registered in the corresponding registry. In this case, the transfer is carried out by means of a transfer declaration inserted in the records and signed by the person making the transfer or by their representative. These are orders issued in favor of a person whose name is stated in the text of the document itself, preceded or followed by the words "to order" or other equivalent words. The shares payable to order will be transferable by endorsement or by any other act granted in writing and the delivery of the title. Bearer shares are those issued without indicating the name of the beneficiary, containing the clause "to the Bearer or other equivalent". In this case, the transfer of the share is effected by the delivery of the title. Paragraph.- In case of loss of share certificates, the owner, in order to obtain the issuance of substitute certificates, must notify the company, by means of a bailiff, of the loss that occurred, the request for cancellation of the lost certificates and the issuance of the substitute certificates. The petitioner will publish an extract of the publication, containing the essential mentions, in a newspaper of national circulation, once a week for four consecutive weeks. If there is no objection after ten days from the last publication, a new certificate will be issued to the applicant, by delivering copies of the newspaper in which the publications were made, duly certified by the editor. Lost certificates are considered invalid. If there is opposition, the company will not deliver the substitute certificates until the matter is resolved between the claimant and the opponent by a court judgment that has acquired the authority of res judicata or by settlement, withdrawal or acquiescence. Art. 37.- Joint-stock companies may be formed without the authorization of the Government. Art. 38.- The capital of limited partnerships may also be divided into shares, without any other derogation of the rules established for this type of company. Art. 39.- General partnerships or limited partnerships must be proven with public deeds, or with documents under private signature, conforming, in the latter case, to article 1325 of the Civil Code. Art. 40.- Companies by shares, whatever the number of partners, may be formed by documents under private signature, made in duplicate original. These companies will be subject to the provisions of Articles 29, 30, 32, 34 and 36 of this Code, and the provisions of this title. Art. 41.- No testimonial evidence may be admitted against or for more than what is contained in the company documents, nor on what is alleged to have been said before granting the document, at the time of granting it, or after it was granted, even if it is a lesser amount than thirty pesos. Art. 42.- (Repealed by Law 3-02 on Commercial Registry). Art. 43.- (Repealed by Law 3-02 on Commercial Registry). Art. 44.- (Repealed by Law 3-02 on Commercial Registry). Art. 45.- The extract of the deeds and documents deposited, being of public instruments, must be signed by the notary, and being of private instruments, by the partners in collective name, by the managers of the limited companies, or by the administrators of the companies by shares. Art. 46. ​​All deeds and deliberations that have as their purpose the modification of the statutes, the continuation of the company for a term longer than that fixed for its duration, the dissolution before this term, and the manner of liquidating it, any change or separation of partners, and any change in the company name are subject to the formalities and penalties prescribed in article 42. The deliberations adopted in the cases provided for in Articles 55, 58, 61 and 62 are also subject to the provisions of Article 42. The minutes that prove the increases or decreases of the share capital, made in accordance with article 62, or the withdrawal of non-managing or administrative partners, which takes place in accordance with the same article, are not subject to the formalities of deposit or publication. Art. 47.- Regardless of the three types of companies mentioned above, the Law recognizes joint ventures. Art. 48.- These associations are related to one or many commercial operations; they take place for the objects, in the form, and with the proportions of interest and the conditions stipulated between the participants. Art. 49. Joint ventures can be verified by showing the books, correspondence, or by witness testimony, if the court deems it admissible. Art. 50.- Joint ventures are not subject to the formalities prescribed for other companies. SECTION 2A.: OF THE LIMITED PARTNERSHIP BY SHARES Art. 51.- (Modified by Art. Article 4 of Law 1041, of November 21, 1935. G. O. 4852). Limited partnerships by shares cannot divide their capital into shares, or share coupons of less than five pesos. These companies cannot be incorporated until at least one-tenth of the capital authorized by the statutes has been subscribed, and each shareholder has paid the total value of the shares they have subscribed. The subscription and payments are verified with the manager's declaration, made in a deed before a notary. Attached to that declaration will be the list of subscribers, the statement of payments made, a copy of the partnership agreement if it was made under private signature, or a copy if it was granted before a notary other than the one receiving the declaration. The private signature document, regardless of the number of partners, will be made in two originals, one of which will be attached, as previously stated, to the declaration of subscription and payment of capital, and the other will be deposited at the company's address. Every six months the general meeting must record the shares subscribed and paid for during the semester against the authorized capital, and the amount of these shares will be added to the subscribed and paid capital for the purposes of the last paragraph of article 42. Within the month of this general meeting, an extract will be published in a newspaper indicating the total amount of shares subscribed and paid during the semester and the value to which the subscribed and paid capital is consequently increased; all under penalty of a fine of one hundred to two thousand pesos against the administrators. When a partner contributes funds that do not consist of cash, or stipulates particular advantages for his own benefit, the first general meeting estimates the value of the funds contributed or the cause of the stipulated advantages. The company is not definitively constituted until another general meeting, subsequently convened for that purpose, has given its approval to those funds or those advantages. The second general meeting may not resolve on the approval of the funds contributed or the benefits, except after a report that will be printed and made available to the shareholders at least five days before the meeting of that board. The decisions will be made by a majority of the shareholders present. That majority must consist of one-quarter of the shareholders and represent one-quarter of the share capital in cash. Partners who have provided the funds or stipulated the particular benefits subject to the board's assessment do not have a deliberative vote. Without approval, the company becomes ineffective with respect to all parties. The approval does not preclude the subsequent exercise of any action that may be attempted due to fraud or deceit. The provisions of this article, relating to the verification of contributed funds that do not consist of cash, are not applicable in the case where the company to which said funds have been contributed has been formed solely among those persons who are co-owners of the same. Art. 52.- Each limited partnership by shares will establish an Inspection Council, composed of at least three shareholders. That board will be appointed by the general meeting of shareholders, immediately after the definitive constitution of the company, and before any social operation; it must be renewed at the times and according to the conditions determined by the statutes; but the first board will not be appointed for more than one year. That first Council, immediately after it is appointed, must verify whether all the provisions contained in the preceding articles have been observed. Art. 53.- Any limited partnership by shares constituted against the provisions of the two preceding articles is null and void with respect to the interested parties. The partners will not be able to oppose that nullity to third parties. When the company is dissolved under this article, the members of the first inspection board may be held liable, together with the manager, for any damage resulting to the company or to third parties from the dissolution of the company. The same liability may be imposed on those partners whose funds or benefits have not been verified or approved in accordance with Article 51. The members of the inspection board do not incur any liability for management actions or their results. Each member of the inspection board is responsible for their personal faults in the performance of their mandate, in accordance with the rules of common law. The inspection board members will examine the company's books, cash, portfolio, and securities. They will present an annual report to the general meeting, in which they must point out any irregularities and inaccuracies they have noticed in the inventories, and if applicable, provide evidence of the reasons that oppose the dividend distributions proposed by the manager. No dividend recovery may be attempted against shareholders, except in the case where their distribution has been made without any inventory, or outside of the results offered by the inventory. The action for recovery, if exercisable, is prescribed for five years, counted from the day set for the distribution of dividends. The Board of Inspectors may convene the general meeting, and in accordance with its opinion, bring about the dissolution of the company. Fifteen (15) days, at least, before the general meeting, every shareholder may find out, at the company's residence, either personally or through a proxy, about the balance sheet, the inventories, and the report of the inspection board. Art. 54.- (Modified by Art. 5 of Law 1041, of November 21, 1935). The issuance or negotiation of shares or share coupons of a company incorporated against the provisions of article 51, shall be punished with a fine of one hundred to two thousand pesos. The following shall suffer the same penalty: the manager who begins the company's operations before the inspection board takes office; persons who, presenting themselves as owners of shares or share vouchers that do not belong to them, have fraudulently created a fictitious majority in a general meeting, without prejudice to the compensation for damages that may be due to the company or to third parties; persons who have delivered shares for fraudulent use. In the cases provided for in the two preceding paragraphs, a penalty of fifteen days to six months in prison may also be imposed. The same penalty will be imposed for any participation in those negotiations, and for any publication of the value of said shares. They shall be punished with the penalties indicated in article 405 of the penal code, without prejudice to the application of this article to any acts constituting the crime of fraud: 1. Those who, by simulating subscriptions or payments, or by publishing in bad faith subscribers or payments that do not exist, or any other false facts, have obtained or attempted to obtain subscriptions or payments; 2. Those who, in order to encourage subscriptions or payments, have published in bad faith the names of persons designated, contrary to the truth, as belonging or that will belong to the company by any title whatsoever; 3. Managers who, without the presence of inventories or by means of fraudulent inventories, have carried out the distribution of fictitious dividends among the shareholders. The members of the inspection board are not civilly liable for the crimes committed by the manager. Article 463 of the Penal Code is applicable to the acts foreseen by this article. Art. 55. Shareholders representing at least one-twentieth of the share capital may, in their common interest, appoint at their own expense one or more agents to bring any action against the managers or against the members of the inspection board as plaintiffs or defendants, and to represent them in court, without prejudice to the action that each shareholder may bring individually on his own behalf. SECTION 3A.: SPECIFIC RULES FOR CORPORATIONS Art. 56.- (Modified by Art. Article 6 of Law 1041, of November 21, 1935. G. O. 4852). No joint-stock company can be formed if the number of shareholders does not reach seven. The provisions of Article 51 are applicable to joint-stock companies. The declaration imposed on the manager, in accordance with said article, will be made by the founders of the company by shares; and will be submitted, with the supporting documents, to the first general meeting, which will verify its truth. Art. 57.- (Modified by Art. Article 3 of Law 1145, of August 21, 1936. G. O. 4936). The founders must convene a general meeting, after making the declaration that proves the subscription and payment of the subscribed capital. That board will appoint the first administrators; and it will also appoint, for the first year, the commissioners instituted by this article. These administrators cannot be appointed for more than six years; they are eligible for reappointment, unless otherwise agreed. However, they may be designated by the statutes, with a formal stipulation that their appointment will not be subject to the approval of the general meeting; in which case they may not be appointed for more than three years. The minutes of the session confirm the acceptance of the administrators and commissioners present at the meeting. The company is constituted from that acceptance. The administrators may be chosen from among persons who are not shareholders, unless otherwise provided in the bylaws. In this case, they may require a cash or other type of guarantee as security for any management acts, even those that are exclusively personal to one of the administrators. When the statutes require that the directors own a certain number of shares, these will be entirely subject to the guarantee of any management acts, even those that are exclusively personal to one of the directors, and these shares will be registered and inalienable, will be marked with a seal indicating that they are inalienable, and will be deposited in the company's treasury. At least one general meeting will be held each year, at the time set by the statutes. The statutes will determine the number of shares that must be held, either as owner or as agent, to be admitted to the meeting, and the number of votes that each shareholder has, taking into account the number of shares he or she holds. However, in the general meetings called to verify the funds contributed, to appoint the first administrators, and to verify the truth of the declaration of the founders of the company, prescribed by the preceding article, every shareholder, whatever the number of shares he or she holds, may take part in the deliberations with the number of votes determined by the statutes, which may not exceed ten. In every general meeting, deliberations will be adopted by a majority vote. A list will be drawn up containing the names and addresses of the shareholders present, and the number of shares that each one holds. That payroll, certified by the Board Secretary, will be deposited at the company's registered office and must be communicated to anyone who requests it. General meetings that have to deliberate in cases other than those determined by the following two paragraphs, or in those provided for in Article 34, must be composed of a number of shareholders representing at least one-quarter of the share capital. If the general meeting does not meet that number, a new meeting will be convened, in the manner and within the time limits prescribed by the statutes, which will deliberate validly, regardless of the portion of the capital represented by the shareholders present. The meetings that are to deliberate on the verification of the funds contributed, the appointment of the first administrators, and the truth of the declaration made by the founders under the terms of article 56, must be composed of a number of shareholders representing at least half of the share capital. The share capital, half of which must be represented for the verification of the funds contributed, will consist solely of the funds contributed not subject to verification. If the general meeting does not gather a number of shareholders representing half of the share capital, it may only agree to a provisional deliberation; in this case, a new meeting will be convened. Two notices published eight days apart, at least one month in advance, in a local newspaper, or if there is none, in any of the nearest local newspapers where there is one, will notify the shareholders of the provisional resolutions adopted by the first meeting; and these resolutions will become final if approved by the new meeting, composed of a number of shareholders representing at least one-fifth of the share capital. Meetings that are to deliberate on amendments to the statutes, or on proposals for the continuation of the company for a term longer than that fixed for its duration, or for dissolution before this term, will not be regularly constituted nor will they validly deliberate, unless they are composed of a number of shareholders representing at least half of the share capital. Meetings that are to deliberate on: 1) Continuation of the company for a term longer than that fixed for its duration; 2) Dissolution before the agreed time; 3) Amendments to the articles of association, provided that such amendments do not entail changes in the nationality of the company or an increase in the commitments of the shareholders; and 4) Increase of the share capital by means of the incorporation into it of special reserves, either by increasing the nominal value of the shares or by issuing new shares of the type authorized by the articles of association to the shareholders, shall not be constituted nor shall they deliberate validly unless they are composed of shareholders who represent at least half of the share capital. In cases of capital increases so agreed, the resolutions of the boards will not be subject to compliance with the requirements and formalities required for other forms of capital increases, except with regard to publicity and the payment of tax duties. The legal reserve may not be incorporated into the capital. In deliberative meetings regarding increases to capital derived from reserves, every shareholder, regardless of the number of shares he or she owns, may participate with a number of votes equal to the number of shares he or she owns. Statutory limitations on this right may be agreed upon only when they affect all shares equally, even when there are several categories of shares created under Article 34 of the Commercial Code as amended by Law No. 1145 of August 21, 1936. The Annual General Meeting will appoint one or more commissioners, whether shareholders or not, who will be responsible for presenting a report to the following year's General Meeting on the company's situation, the balance sheet and the accounts presented by the administrations. The deliberation containing approval of the balance of accounts will be null, unless it has been preceded by the report of the commissioners. In the absence of appointment of the commissioners by the general meeting, or in case of impediment or refusal of one or more of the appointed commissioners, their appointment or replacement will be carried out by order of the President of the Commercial Court of the company's domicile at the request of any interested party, and the administrators will be duly summoned. When, after making the deductions established in the Law and in the Statutes, the annual net profits are greater than eight percent of the nominal capital of the company and provided that the distribution among the shareholders of a dividend not less than said percentage is ordered, the annual general meeting may provide, unless otherwise provided in the Statutes, that all or part of the surplus of the annual net profits be retained for the constitution of reserves or other funds not provided for in the Law or in the Statutes. Art. 58.- During the quarter preceding the time set by the statutes for the meeting of the general assembly, the commissioners shall have the right, whenever they deem it convenient to the social interest, to take communication of the books and examine the operations of the company. In cases of emergency, they can always convene the general meeting. Every corporation must prepare a summary statement of its assets and liabilities every six months. That state will be made available to the commissioners. In addition, an inventory will be drawn up annually in accordance with Article 9 of this Code, containing the indication of the movable and immovable assets, and of all the active and passive debts of the company. The inventory, balance sheet and profit and loss statement shall be made available to the commissioners no later than the fortieth day before the general meeting, and shall be presented to this meeting. Fifteen (15) days at least before the general meeting, every shareholder may find out, at the company's registered office, the inventory and the list of shareholders, and obtain a copy of the balance sheet summarizing the inventory, and of the auditors' report. At least one-twentieth of the net profits will be set aside annually for the formation of a reserve fund. This separation will cease to be mandatory, and when the reserve fund has reached one-tenth of the share capital. In the event of a loss of three-quarters of the share capital, the directors will be obliged to convene a general meeting of all shareholders, in order to resolve the question of whether there is cause to decree the dissolution of the company. In any case, the company's decision will be published. In the event that the general meeting is not held due to the absence of the administrators, or in the event that this meeting could not be duly constituted, any interested party may request the dissolution of the company before the courts. Art. 59.- Dissolution may be decreed at the request of any interested party, one year after the time when the number of partners has been reduced to less than seven. Article 55 is applicable to corporations. Directors are prohibited from taking or retaining any direct or indirect interest in any undertaking or dealing done with or on behalf of the company, unless authorized to do so by the general meeting. A special account of the execution of the deals or undertakings authorized for it will be given annually to the general meeting, in accordance with the terms of the preceding paragraph. Art. 60.- Any anonymous company concerning which the provisions of articles 31, 56 and 57 inserted above have not been observed is null and void and of no value or effect with respect to the interested parties. When the nullity of the company or of the acts and deliberations has been pronounced in the terms of this article, the founders to whom the nullity is attributable and the administrators who were functioning at the time it occurred, will be jointly and severally liable to third parties, without prejudice to the rights of the shareholders. The same joint and several liability may be imposed against those partners whose contributed funds or whose benefits have not been verified or approved in accordance with Article 56. The extent and effects of the auditors' liability to the company will be determined according to the rules of the mandate. The administrators shall be liable, in accordance with the rules of common law, individually or jointly, as the case may be, to the company or to third parties, either for violations of the provisions of this title, or for faults they have committed in their management, particularly in distributing or allowing fictitious dividends to be distributed without opposition. Art. 61.- The provisions of article 54 are applicable to companies by shares, without distinction between those that currently exist and those that will be constituted in the future. Administrators who, without the presence of an inventory or by means of a fraudulent inventory, have made fictitious dividends, will be punished with the penalty indicated by the same article, against the managers of limited partnership companies. The provisions of the paragraphs of Article 53 relating to dividend repetition shares shall also apply to joint-stock companies. SECTION 4A.: SPECIFIC PROVISIONS FOR COMPANIES WITH VARIABLE CAPITAL Art. 62.- It may be stipulated in the statutes of any company that the share capital may be increased by means of successive payments made by the partners, or by the admission of new partners; and decreased by the total or partial recovery of the funds contributed. Companies whose statutes contain the aforementioned stipulation shall be subject, regardless of the general rules that are proper to them, according to their special form, to the following provisions: 1st. The share capital may not exceed, according to the company's articles of incorporation, the sum of forty thousand pesos; it may be increased by means of deliberations taken by the general meeting from one year to the next; none of these increases may exceed forty thousand pesos. 2st. The shares or share coupons will be registered, even after full payment, and cannot be less than ten pesos. They will not be negotiable until after the final incorporation of the company. The negotiation may not take place except by way of transfer in the company's records, and the statutes may give either the board of directors or the general meeting the right to oppose the transfer. 3st. The statutes will determine the lowest amount to which the capital may be reduced by the recovery of the funds contributed, authorized by this article. This sum may not be less than one tenth of the share capital. The company will not be definitively constituted until after the delivery of the tenth part; 4a. Each partner may withdraw from the company when he or she deems it appropriate, unless otherwise agreed, and except as provided at the beginning of the preceding paragraph. It may be stipulated that the general meeting has the right to decide, by the majority set for the modification of the statutes, that one or many of the partners cease to be part of the company, either by effect of their will, or as a consequence of a decision of the general meeting, and will be bound, for five years, to the partners and third parties, for all the obligations existing at the time of their separation; 5th. of the company, whatever its form, will be validly represented in court by its administrators; 6th. The company will not be dissolved by the death, separation, interdiction, bankruptcy or insolvency of any of the partners; it will continue by operation of law among the remaining partners. SECTION 5A: OF TONTINES AND INSURANCE COMPANIES Art. 63.- Associations of the nature of tontines and life insurance companies, mutual or premium, are subject to the authorization and supervision of the Government. Other insurance companies may be formed without authorization. A public administration regulation will determine the conditions under which they may be established. SECTION 6A.: ON PRESCRIPTION AND OTHER MEANS OF INADMISSIBILITY OF ACTIONS IN NULLITY, RESOLUTION, LIABILITY AND DISSOLUTION IN MATTERS OF COMMERCIAL COMPANIES Art. 64.- All actions against non-liquidating partners and their widows, heirs or representatives, are prescribed five years after the term or dissolution of the company, if the deed of the company, which expresses its duration or the document of its dissolution has been fixed and registered in the manner said in articles 42, 43, 44, 45 and 46; and if after these formalities have been completed, the prescription has not been interrupted with respect to them by any judicial instance. The action for annulment of any corporation and the action for annulment of the acts and deliberations subsequent to its constitution, ceases to be admissible when, before the introduction of the lawsuit, the cause of the annulment has ceased to exist. The action for liability for the acts from which the nullity resulted also ceases to be admissible when, before the introduction of the lawsuit, the cause of the nullity has ceased to exist, and when, in addition, three years have passed after the day on which the nullity was incurred. If, in order to cover the nullity, it was necessary to convene a general meeting, the action for nullity will not be admissible from the date of the regular convocation of this meeting. Actions for annulment or resolution of any corporation or of the constitutive acts or deliberations thereof, due to defects in the constitutive acts, publication defects, defects or irregularities in the acts or deliberations subsequent to the constitution, or for any other cause, prescribe for three years, counted from the day on which the action arose. Persons who acquire shares of capital stock of an already constituted company shall not be eligible to exercise the action for annulment or resolution against this company, when the cause of said actions is prior to their acquisition of the shares of capital stock. The provisions of article one thousand eight hundred and seventy-one of the Civil Code are inapplicable to joint-stock companies. TITLE IV: ON THE SEPARATION OF PROPERTY Art. 65.- All claims for separation of property shall be followed, investigated and judged in accordance with what is prescribed in the Civil Code, Book III, Title V, Chapter II, Section 3a; and in the Code of Civil Procedure, Part Two, Book I, Title VIII. Art. 66.- Any judgment in which a personal separation between husband and wife is pronounced, one of whom is a merchant, shall be subject to the formalities prescribed by article 872 of the Civil Code, in the absence of which the creditors shall be allowed to oppose it with regard to their interests, and to contradict any liquidation to which it has given rise. Art. 67.- From every marriage contract between spouses, one of whom is a merchant, an extract of the month of its date shall be sent to the secretariats and notaries indicated by article 872 of the Code of Civil Procedure, to fix it under the regime of the same article. This extract will state whether the spouses have married under a community of property regime, whether they have separate property, or whether they have entered into a contract under the dowry regime. Art. 68.- The notary who has received the marriage contract, shall be obliged to make the delivery prescribed by the preceding article, under penalty of a twenty peso fine, and even of dismissal and liability towards the creditors, if it is proven that the omission is the result of collusion. Art. 69.- The spouse separated from property, or married under the dowry regime, who takes up the profession of merchant after his marriage, will be obliged to make the same delivery within one month, counting from the day on which he has begun his trade. Art. 70.- In the absence of this delivery, in the event of bankruptcy, he may be condemned as if he had made simple bankruptcy. TITLE V: OF THE EXCHANGES, EXCHANGE AGENTS AND BROKERS SECTION 1A.: OF THE EXCHANGES Art. 71.- The stock exchange is the meeting that takes place under the authority of the Executive Power, of merchants, ship captains, exchange agents and brokers. Art. 72.- The result of the negotiations and transactions that take place on the stock exchange determines the course of the exchange, of goods, of insurance, of freight, of the price of land or water transport, of public securities and other matters whose course is susceptible to being appraised. Art. 73.- These various prices will be certified by exchange agents and brokers, in the manner prescribed by the general or particular police regulations. SECTION 2A.: OF EXCHANGE AGENTS AND BROKERS Art. 74. Exchange agents and brokers are recognized as intermediary agents for commercial transactions. They will be located in all cities that have stock exchanges, and they will be appointed by the Executive Branch. Art. 75. Exchange agents may join with persons who contribute funds, are interested and share in the profits and losses resulting from the exercise of the profession and the settlement of its value. Those funders will not suffer any losses other than those of the capital they have contributed. The holder of the office must always own, in his personal name, at least one-quarter of the sum that represents the price of the office and the amount of the bond. The extract of the deed and any modifications that may be made will be published, under penalty of nullity with respect to the interested parties, without them being able to oppose the lack of publication to third parties. Art. 76.- Exchange agents established in the prescribed manner are the only ones who have the right to intervene in the negotiations of public securities, and any other negotiable instruments; to carry out on behalf of another the negotiations of bills of exchange or promissory notes, and all commercial paper; and to certify their course. Exchange agents, together with commodity brokers, will be able to conduct negotiations and brokerage for the sale or purchase of metallic materials. They alone have the right to certify their course. Art. 77.- There are freight brokers, insurance brokers, interpreter brokers and ship charterers, land and water transport brokers. Art. 78. Merchandise brokers, established in the prescribed manner, have only the right to broker merchandise and to certify its prices; they also exercise, on their own with exchange agents, the brokerage of metallic materials. Art. 79. Insurance brokers draw up insurance contracts or policies themselves with notaries; they attest to their truth with their signature, and certify the premium rate for all sea or river voyages. Art. 80.- Brokers, interpreters and ship charterers broker charters; in addition, they are the only ones with the right to translate, in cases of disputes brought before the courts, declarations, letters of departure, bills of lading, contracts and any commercial documents whose translation is necessary; and finally, to certify the course of the freight. In contentious commercial matters, and for customs service, they will only serve as interpreters to any foreigners, shipmasters, merchants, ship crews, and other seafarers. Art. 81.- (Tacitly repealed by Law 19-00 regulating the Securities Market of the Dominican Republic, as well as by Law 146-02 on Insurance and Bonds). Art. 82.- Land and water transport brokers are the only ones who, in the places where they are established, have the right to broker land and water transport, but in no case, nor under any pretext, can they accumulate in their persons the functions of merchandise brokers, insurance brokers or ship chartering brokers, designated in articles 78, 79 and 80. Art. 83.- Bankrupts cannot be agents of exchange or brokers, unless they have been rehabilitated. Art. 84. Exchange agents and brokers are required to keep a book, with all the formalities prescribed in article 11. In this book they must record, day by day, and in chronological order, without erasures, interlineations or transpositions, and without abbreviations or numbers, all the conditions of sales, purchases, insurance, negotiations, and in general, all the operations carried out by their ministry. Art. 85.- A stockbroker or exchange agent may not, under any circumstances or pretext, carry out trading or banking operations on his own behalf. He may not, either directly or indirectly, under his own name or under the name of an immediate person, be interested in any commercial enterprise. Nor can he receive or pay on behalf of his principals. Art. 86.- He cannot act as guarantor for the execution of the deals in which he is involved. Art. 87.- Any contravention of the provisions expressed in the previous articles, is punished with the penalty of dismissal, and with the sentence of a fine imposed by the correctional court, which may not exceed five hundred pesos, without prejudice to the right of the parties to damages. Art. 88.- No exchange agent or broker dismissed under the preceding article may be reinstated in their duties. Art. 89.- In case of bankruptcy, every exchange agent or broker will be prosecuted, as if he had gone bankrupt. Art. 90.- All matters relating to the following will be provided for by means of public administration regulations: 1st. to the valuation of the bonds, without the maximum being able to exceed ten thousand pesos; 2nd. to the negotiation and transfer of ownership of public securities; and in general, to the execution of the provisions contained in this title. TITLE VI: ON PLEDGE AND COMMISSION AGENTS

SECTION 1A: OF THE GARMENT

Art. 91.- The pledge constituted, either by a merchant or by a non-merchant individual, to guarantee a commercial act is proven, both with respect to third parties and with respect to the contracting parties, in accordance with the provisions of article 109 of this Code. The pledge, with respect to negotiable securities, can also be constituted by a regular endorsement, indicating that the securities have been delivered as collateral. With respect to shares, equity interests and registered obligations of public, industrial, commercial or civil credit companies, whose transfer is effected by a transfer in the company's records; the pledge may also be constituted by a transfer as a guarantee, registered in said records. The provisions of Article 2075 of the Civil Code are not repealed, with regard to movable property credits, which the assignee cannot seize with respect to third parties, except by notification of the transfer made to the debtor. Commercial securities given as collateral are collectible by the pledgee. Art. 92.- In no case shall the privilege on the pledge subsist, except as long as that pledge has been delivered and has remained in the possession of the creditor, or of a third party agreed upon by the parties. The creditor is deemed to be in possession of the goods when they are at his disposal in his warehouses or ships, in customs or in a public warehouse, or if before they have arrived he has taken possession of them by means of a bill of lading or a waybill. Art. 93.- For non-payment at maturity, and eight days after a simple notification made to the debtor and to the third party who gave the pledge, if any, the creditor may proceed to the public sale of the objects given as pledge. Sales that should not be entrusted to exchange agents will be handled by the brokers' ministry. However, at the request of the parties, the president of the commercial court may appoint another class of public officials to carry them out. In this case, the public official in charge of the sale, whoever he or she may be, will be subject to the provisions governing brokers, relating to forms, fees and liability. Any clause that authorizes the creditor to appropriate the pledge or to dispose of it without the formalities prescribed above shall be null and void. SECTION 2A.: OF COMMISSION AGENTS IN GENERAL Art. 94.- A commission agent is one who acts in his own name, or under a company name on behalf of a principal. The obligations and rights of the commission agent acting on behalf of a principal are set out in the Civil Code, Book III, Title XIII. Art. 95.- Every commission agent has a privilege over the value of the goods sent to him, deposited or consigned in his possession, by the mere fact of the sending, the deposit or the consignment for the reimbursement of any loans, advances or payments that he has made, whether before receiving the goods, or during the time that they are in his possession. This privilege only exists under the condition prescribed by the preceding article 92. The commission agent's privileged credit includes, along with the principal, interest, commissions, and expenses. If the goods have been sold and delivered on behalf of the principal, the commission agent shall be reimbursed from the proceeds of the sale, the amount of his credit, in preference to the creditors of the principal. SECTION 3A.: OF THE COMMISSION AGENTS FOR TRANSPORT BY LAND AND WATER Art. 96.- The commission agent who is in charge of a transport by land or by water, is obliged to record in a daily book the declaration of the nature and quantity of the goods, and if required, also their value. Art. 97.- He is responsible for the arrival of the goods and their effect within the term indicated in the waybill, except in the case of legitimately proven force majeure. Art. 98.- He is responsible for damage to or loss of goods and effects, unless otherwise stipulated in the waybill, or if such damage or loss has not occurred due to force majeure. Art. 99.- He is responsible for the actions of the intermediary commission agent, to whom he directs the goods. Art. 100.- Merchandise that has left the warehouse of the seller or the shipper travels, unless otherwise agreed, at the expense and risk of the one to whom it belongs, except for his recourse against the commission agent and the carrier in charge of the transport. Art. 101.- The waybill forms a contract between the shipper and the carrier, or between the shipper and the commission agent and the carrier. Art. 102.- The waybill must be dated, and must state: The nature, weight, or quality of the objects to be transported, and the term in which the transport must be verified. It must indicate: the names and address of the commission agent through whose intervention the transport is carried out, if any; the names of the person to whom the goods are addressed; the names and address of the carrier. It must state: the price of the transport, the compensation due due to delay. It must be signed by the exhibitor or the commission agent. It must show in the margin: the marks and numbers of the objects to be transported. The commission agent will copy the waybill into a numbered and initialed register, without gaps and immediately. SECTION 4A.: OF THE CARRIER Art. 103.- The carrier is responsible for the loss of the objects he/she carries, except in cases of force majeure. He is responsible for damages that do not occur due to inherent defects in the item, or due to force majeure. Art. 104.- If, due to force majeure, the transport is not carried out within the agreed term, there is no right to compensation against the carrier for cause of delay. Art. 105.- The receipt of the transported goods and the payment of the freight extinguish any action against the carrier. Art. 106.- In case of resistance or dispute regarding the receipt of the transported items, their condition will be checked and investigated by experts appointed by the commercial court, or in the absence of this, by the Justice of the Peace, and by order at the foot of a petition. Its deposit or seizure may be ordered, and afterwards its transfer to a public deposit. Its sale may be decreed in favor of the carrier, up to cover the value of the freight. Art. 107.- The provisions contained in this title are common to ship owners, and operators of stagecoaches and public carriages. Art. 108.- All actions against the commission agent and carrier for the loss or damage of the goods shall be subject to a statute of limitations of six months with respect to shipments made within the Republic, and one year with respect to those made to a foreign country, these terms being counted, in the case of loss, from the day on which the transport of the goods should have been carried out; and in the case of damage, from the day on which the delivery of the goods was made, without prejudice to what may be appropriate in cases of fraud or infidelity. TITLE VII: ON COMMERCIAL PURCHASES AND SALES Art. 109. Purchases and sales are proven: by public documents; by documents under private signature; by the detailed note or by the adjustment of a change agent or broker, duly signed by the parties; by an accepted invoice; by correspondence; by the books of the parties; by the evidence of witnesses, in the event that the court believes it should admit it. TITLE VIII: OF THE BILL OF EXCHANGE, THE PROMISSORY NOTE TO ORDER, AND OF PRESCRIPTION SECTION 1A.: OF THE BILL OF EXCHANGE PARAGRAPH 1°: OF THE FORM OF THE BILL OF EXCHANGE Art. 110.- (Modified by Law 682, of October 27, 1921, G. O. 4936). A bill of exchange is drawn from one place to another or to the same place. It will have a date. It shall state: the amount to be paid; the names of those who must pay; the time and place of payment; the value supplied in money, in goods, on account, or in any other way. It will be made payable to a third party or to the order of the drawer himself. You must state whether it is unique, first, second, third, fourth, etc. Art. 111.- A bill of exchange may be issued against an individual, and be payable at the domicile of a third party. It can be released on the orders and account of a third party. Art. 112.- All bills of exchange containing any assumption, whether of name, quality, domicile, or the places from which they have been drawn or where they must be paid, are considered mere promises. Art. 113.- (Tacitly repealed by Law 390 of December 18, 1940, GO 5535). Art. 114.- Bills of exchange signed by minors who are not merchants are null and void with respect to them, except for the respective rights of the parties, in accordance with article 1312 of the Civil Code. PARAGRAPH 2: ON THE PROVISION OF FUNDS Art. 115.- The provision of funds must be made by the drawer, or by the one on whose account the bill of exchange is drawn, without the drawer, on behalf of another, ceasing to be personally obligated towards the endorsers and the bearer only. Art. 116.- There is a provision of funds if, at the maturity of the bill of exchange, the one against whom it has been drawn is indebted to the drawer, or the one on whose account it has been drawn, of a sum at least equal to the amount of the bill of exchange. Art. 117.- Acceptance implies the provision of funds; it serves as proof of this, with respect to the endorsers; whether or not there is acceptance, the drawer is the only one who is obliged to prove in case of refusal, that those against whom the bill was drawn, had provision of funds at maturity; if not, he is responsible for its amount, even if the protest has been made, after the predetermined terms have passed. PARAGRAPH 3: ON ACCEPTANCE Art. 118.- The drawer and the endorsers of a bill of exchange are jointly and severally liable for acceptance and payment at maturity. Art. 119.- The lack of acceptance is proven by means of a document called a protest for lack of acceptance. Art. 120.- With the notification of the protest for lack of acceptance, the endorsers and the drawer are respectively obliged to provide security for the payment of the bill of exchange at maturity, or to make the reimbursement with the expenses of protest and replacement. The guarantor, whether of the drawer or of the endorser, is not jointly liable, except with the one to whom he has given guarantees. Art. 121.- He who accepts a bill of exchange, undertakes the obligation to pay its amount. The acceptor has no right to restitution against his acceptance, even if before accepting the drawer had gone bankrupt, without his knowledge. Art. 122.- The acceptance of a bill of exchange must be signed. Acceptance will be expressed with the word accepted. It will have a date, if the bill is payable in one or many days or months at sight; and, in the latter case, the lack of a date of acceptance makes the bill due within the term expressed therein, countable from its date. Art. 123.- The acceptance of a bill of exchange, payable in a place other than the residence of the acceptor, shall indicate the address where payment must be made, or where the necessary steps must be taken. Art. 124.- Acceptance cannot be conditional; but it can be limited in terms of the amount accepted. In this case, the holder is obliged to protest the bill of exchange for the difference. Art. 125.- A bill of exchange must be accepted on presentation, or at the latest, twenty-four hours after presentation. If after twenty-four hours it is not returned, accepted or not accepted, the one who has retained it is liable for damages to the bearer. PARAGRAPH 4: ON ACCEPTANCE BY INTERVENTION Art. 126.- In the case of protest for lack of acceptance, the bill of exchange may be accepted by a third party acting on behalf of the drawer or one of the endorsers. The intervention must be mentioned in the protest document, and be signed by the intervening party. Art. 127.- The one who intervenes is obliged to notify, without delay, of his intervention to the one for whom he has intervened. Art. 128.- The holder of the bill of exchange retains all his rights against the drawer and the endorsers, by reason of the lack of acceptance of the one against whom the bill had been drawn, notwithstanding any acceptances by intervention. PARAGRAPH 5: EXPIRATION Art. 129.- A bill of exchange can be drawn; at sight; at one or many days after sight; at one or many months after sight; at one or many uses after sight; at one or many days from the date; at one or many months from the date; at one or many uses from the date; on a fixed day or determined day; at a fair. Art. 130.- A sight bill of exchange is payable upon presentation. Art. 131.- The maturity of a bill of exchange, at one or many days' sight; at one or many months' sight; at one or many uses of sight; will be fixed by the date of acceptance, or by the date of protest in the absence of acceptance. Art. 132.- The use is for thirty days, which will run from the day after the date of the bill of exchange. The months will be those established by the Gregorian calendar. Art. 133.- A bill of exchange payable at a fair is due on the eve of the day on which the fair ends, or on the day of the fair, if it lasts only one day. Art. 134.- If the due date of a bill of exchange falls on a legal holiday, it will be payable on the previous day. Art. 135.- All grace periods, terms of favor, local usage or custom, for the payment of bills of exchange are hereby repealed. PARAGRAPH 6: ON ENDORSEMENT Art. 136.- Ownership of a bill of exchange is transferred by means of an endorsement. Art. 137.- The endorsement must be dated. State the value provided; state the name of the person to whose order it is transferred. Art. 138.- If the endorsement is not in accordance with the provisions of the preceding article, it does not produce the transfer; it is merely a power of attorney. Art. 139.- It is prohibited to backdate endorsements, under penalty of falsification. PARAGRAPH 7: ON SOLIDARITY Art. 140.- All those who have signed, accepted or endorsed a bill of exchange, shall be obliged to the joint and several guarantee towards the bearer. PARAGRAPH 8: OF THE GUARANTEE Art. 141.- The payment of a bill of exchange, regardless of acceptance and endorsement, may be guaranteed by a guarantee. Art. 142.- This security is given by a third party in the same letter, or by a separate document. The guarantor is jointly and severally liable, and by the same means as the drawer and endorsers, unless otherwise agreed by the parties. PARAGRAPH 9: ON PAYMENT Art. 143.- A bill of exchange must be paid in the currency it indicates. Art. 144.- He who pays a bill of exchange before its due date is responsible for the validity of the payment. Art. 145.- He who pays a bill of exchange at its maturity, and without opposition, is presumed to be validly released. Art. 146.- The bearer of a bill of exchange cannot be compelled to receive payment before the due date. Art. 147.- The payment of a bill of exchange made by virtue of a second, third, fourth, etc. It is valid when the second, third, fourth, etc., expresses that said payment cancels the effect of the others. Art. 148.- He who pays a bill of exchange by virtue of a second, third, fourth, etc., without collecting the one in which his acceptance is contained, is not released with respect to the third holder of his acceptance. Art. 149.- No objection to payment will be admitted, except in the case of loss of the bill of exchange, or bankruptcy of the bearer. Art. 150.- In case of loss of an unaccepted bill of exchange, the person to whom it belongs may demand payment by virtue of a second, third, fourth, etc. Art. 151.- If the lost bill of exchange has acceptance, payment cannot be demanded by virtue of a second, third, fourth, etc., except by order of the judge, and by giving security. Art. 152.- If the one who has lost the bill of exchange, whether accepted or not, cannot present the second, third, fourth, etc., he may request payment of the lost bill of exchange, and obtain it by judicial order, proving by his books that it is his, and giving security. Art. 153.- In case of refusal of payment, demanded by virtue of the two preceding articles, the owner of the lost bill of exchange shall retain all his rights by means of an act of protest. This action must be extended to the day after the due date of the lost bill of exchange. The drawer and the endorsers must be notified, in the manner and within the time limits prescribed below for the notification of the protest. Art. 154.- The owner of the lost bill of exchange must, in order to obtain the second one, go to his immediate endorser, who is obliged to lend him his name and diligence to act against his own endorser; and thus, going up from endorser to endorser, up to the drawer of the bill. The owner of the lost bill of exchange will pay the expenses. Art. 155.- The commitment of the guarantee, mentioned in articles 151 and 152, is extinguished after three years if during this time there has been no lawsuit or judicial proceedings. Art. 156.- Payments made on account of the amount of a bill of exchange are in discharge of the drawer and the endorsers. The bearer is obliged to extend the protest of the bill of exchange for the remainder. Art. 157. Judges cannot grant any moratorium for the payment of a bill of exchange. PARAGRAPH 10: ON PAYMENT FOR INTERVENTION Art. 158.- A protested bill of exchange may be paid by anyone involved, in favor of the drawer or one of the endorsers. The intervention and payment will be verified in writing in the same protest or following it. Art. 159.- He who pays a bill of exchange by intervention, is subrogated to the rights of the holder, and obliged to observe the same formalities as him. If the payment for intervention is made on behalf of the drawer, all endorsers are released. If it is done on behalf of an endorser, all subsequent endorsers are released. If there is competition for the payment of a bill of exchange by intervention, preference will be given to the one who makes the greatest number of releases. If the person on whom the bill of exchange was originally drawn, and against whom the protest for non-acceptance has been made, appears to pay it, he shall be preferred to all others. PARAGRAPH 11°: ON THE RIGHTS AND OBLIGATIONS OF THE BEARER Art. 160.- The bearer of a bill of exchange drawn in the Republic of Haiti, one of the Antilles or the United States of America and payable in the territory of the Republic, whether at sight, or at one or many days, months or uses of sight, must demand its payment or acceptance, within three months of its date, under penalty of losing his recourse against the endorsers, and even against the drawer, if the latter has made provision of funds. The term will be four months, for bills of exchange drawn from any of the Republics of the South American Continent, included on the Atlantic coast, from the Rio Grande do Norte to the Orinoco. The term will be five months for bills of exchange issued by other South American States and countries. The term will be six months for bills of exchange drawn from Europe or any point on Earth. The same fatal terms will apply against the bearer of a bill of exchange payable at sight, or at one to many days, months or uses after sight, drawn in the Republic, and payable in foreign countries, who does not demand its payment or acceptance in the terms aforesaid, prescribed for each of the respective distances. The terms mentioned above will be doubled in time of maritime war, for overseas countries. The above provisions shall not, however, prejudice any contrary stipulations that may exist between the holder, the drawer, and even the endorsers. Art. 161.- The holder of a bill of exchange must demand payment on the due date. Art. 162.- The refusal to pay must be proven the day after the due date, by an act called protest for non-payment. If that day is a legal holiday, the protest will be extended to the following day. Art. 163.- The bearer is not exempt from extending the protest for non-payment, nor for the protest for non-acceptance, nor for the death or bankruptcy of the one on whom the bill of exchange is drawn. In the event of the acceptor's bankruptcy before maturity, the holder may, of course, extend the protest and make use of his recourse. Art. 164.- The holder of a bill of exchange protested for non-payment may exercise his guarantee action, either individually against the drawer and against each of the endorsers, or collectively against the endorsers and the drawer. Each of the endorsers has the same right with respect to the drawer and the endorsers who precede him. Art. 165.- If the holder exercises the remedy individually against his assignor, he must notify him of the protest; if there is no reimbursement, summon him to court within fifteen days following the date of the protest, if the summoned resides three leagues away. This term, with respect to the assignor domiciled more than three leagues away from the place where the bill of exchange was to be paid, will be increased by one day for every two and a half leagues, in addition to the three. Art. 166.- If bills of exchange drawn in the Republic and payable in Haiti, in any of the Antilles or in the United States of America are protested, the drawers and endorsers residing in the Republic must be sued within three months. This term will be four months with respect to bills of exchange payable in some of the Republics of the South American Continent, included in the Atlantic Coast, from the Rio Grande do Norte to the Orinoco. It will be five months when it involves bills of exchange payable in other South American states and countries; and six months when the bill should be paid in Europe or any other point on earth. The terms mentioned above will be doubled for overseas countries in the event of maritime war. Art. 167.- If the holder files his appeal collectively against the endorsers and the drawer, he shall enjoy, with respect to each of them, the term fixed by the previous articles. Each endorser has the right to exercise the same remedy, individually or collectively, within the same time period. With respect to them, the term runs from the day after the date of the court summons. Art. 168.- After the terms expressed above have expired, for the presentation of the bill of exchange at sight, or at one or many days or months or uses after sight; for the protest for non-payment, to exercise the action in guarantee, the holder of the bill loses all rights against the endorsers. Art. 169.- Endorsers also lose all guarantee actions against their assignors, after the aforementioned terms have expired, each in what concerns him. Art. 170. The same expiration applies to the holder and the endorsers, with respect to the same drawer, if the latter justifies

fica that had made provision of funds upon maturity of the bill of exchange. In this case, the bearer has no recourse except against the one on whom the bill of exchange was drawn. Art. 171.- The effects of the expiration, established by the three preceding articles, cease in favor of the holder against the drawer, or against the endorser who, after the terms fixed for the protest, or the summons in the trial, has been received on account, compensation or otherwise, the funds intended for the payment of the bill of exchange. Art. 172.- Regardless of the formalities prescribed for the use of the guarantee action, the holder of a bill of exchange protested for non-payment may, with the judge's permission, seize the movable property of the drawer, acceptors and endorsers. PARAGRAPH 12: ON PROTESTS Art. 173.- Protests for non-acceptance or non-payment shall be made by two notaries, or by one notary and two witnesses, or by one bailiff and two witnesses. The protest must be made: at the domicile of the person who was to pay the bill of exchange, or at their last known domicile; at the domicile of the persons indicated by the bill of exchange to pay it if necessary; at the domicile of the third party who has accepted by intervention; all in one and the same act. In case of false indication of address, summary information will precede the protest. Art. 174.- The protest document must contain: a literal transcription of the bill of exchange, the acceptance, the endorsements, and the recommendations indicated therein; the demand to pay the bill of exchange. It must state: the presence or absence of the person who must pay it; the reasons for refusing to pay, and the impossibility or refusal to sign. Art. 175.- No act on the part of the holder of the bill of exchange may substitute for the act of protest, except in the case provided for in articles 150 et seq., concerning the loss of the bill of exchange. Art. 176.- Notaries and bailiffs are obliged under penalty of dismissal and compensation for costs, damages and losses to the parties, to deliver an exact copy of the protests, and to record them in full, day by day, and in order of dates, in a particular register, paginated, initialed and kept by the formalities prescribed for the repertories. PARAGRAPH 13°: OF THE REPLACEMENT Art. 177.- The replacement will be carried out due to a hangover. Art. 178.- The resaca is a new bill of exchange, by means of which the bearer makes payment against the drawer, or against one of the endorsers, of the principal amount of the protested bill, the expenses and the new exchange that he pays. Art. 179.- The exchange will be regulated, with respect to the drawer, by the course of the exchange of the place where the bill of exchange was payable, with respect to the place where it was drawn. As regards the endorsers, it will be governed by the course of exchange from the place where the bill of exchange has been delivered or negotiated by them, with respect to the place where the reimbursement is verified. Art. 180.- The hangover will be accompanied by a return bill. Art. 181.- The return account shall include: the principal amount of the protested bill of exchange; the protest expenses and other legitimate expenses, such as bank commission, brokerage, stamp duty, stamps and postage, it shall state the name of the person on whose account the return is drawn, and the exchange rate at which it has been negotiated; it shall be certified by a change agent; where there is no change agent, it shall be certified by two merchants; it shall be accompanied by the protested bill of exchange and the protest, or a testimony of the protest document. In the event that the bill of exchange is issued against one of the endorsers, it will also be accompanied by a certificate that proves the change of place where the bill of exchange was to be paid with respect to the place where it was issued. Art. 182.- Multiple return accounts cannot be made on the same bill of exchange. This return account will be paid respectively from endorser to endorser, and ultimately by the drawer. Art. 183.- Spare parts cannot be accumulated. Each endorser will suffer only one, just like the drawer. Art. 184.- Interest on the principal amount of a bill of exchange protested for non-payment is due from the date of the protest. Art. 185.- Interest on protest expenses, replacement and other legitimate expenses is only due from the day of the lawsuit. Art. 186.- No replacement shall be made if the return account is not accompanied by the certificates of exchange agents or merchants, prescribed by article 181. SECTION 2A.: OF THE PROMISSORY NOTE TO ORDER Art. 187.- All provisions relating to bills of exchange, and concerning: maturity, endorsement, joint and several liability, guarantee, payment, payment by intervention, protest, the obligations and rights of the bearer, exchange or interest, are applicable to promissory notes payable to order; without prejudice to the provisions relating to the cases provided for in articles 636, 637 and 638. Art. 188.- The promissory note to order must have a date. It shall state: the amount to be paid, the name of the person to whose order it is subscribed, the time when payment is to be made; the value given in cash, in goods, on account, or in any other way. SECTION 3A.: ON PRESCRIPTION Art. 189.- All actions relating to bills of exchange and promissory notes payable to order, signed by merchants, traders or bankers, or by reason of commercial acts, are prescribed for five years, counting from the day of the protest, or from the last judicial proceeding, if there has been no condemnation, or if the debt has not been acknowledged in a separate instrument. However, the alleged debtors will be obliged, if required, to sign under oath that they are no longer debtors, and their widows, heirs or representatives, that they believe in good faith that nothing is owed anymore.

BOOK TWO: ON MARITIME COMMERCE TITLE I: ON SHIPS AND OTHER MARITIME VESSELS Art. 190.- Ships and other maritime vessels are movable property. However, they are liable for the seller's debts, and especially for those that the law declares to be privileged. Art. 191.- The following debts are privileged, and in the order in which they are placed: 1st. court costs and other expenses incurred to effect the sale and distribution of the price; 2nd. tonnage and port duties imposed by tax laws; 3. the guardian's wages, and expenses for the safekeeping of the vessel, from its entry into the port until its sale; 4th. the rental of the warehouses where the tackle and equipment are stored; 5th. the costs of preserving the vessel and its rigging and equipment, from its last voyage and its entry into the port; 6th. the wages and salaries of the captain and other crew members employed on the last voyage; 7th. the amounts loaned to the captain for the ship's emergencies during the last voyage, and the reimbursement of the price of the goods he had sold for the same purpose; 8th. the amounts due to vendors and suppliers and workers employed in the construction, if the ship has not yet made any voyage; and the amounts due to creditors for supplies, works, labor, careening, provisions, armament and equipment, before the departure of the ship, if it has already sailed; 9th. The amounts loaned on bottomry for the hull, keel, rigging, careening supplies, provisions, armament and equipment, before the ship departs; 10th. the amount of the insurance premiums taken out on the hull, keel, rigging, equipment, armament and outfitting of the ship, due for the last voyage; 11th. the damages and losses due to the charterers, for not being delivered the goods they have loaded, or for compensation for the damage suffered by said goods due to the fault of the captain or the crew. The creditors included in each of the numbers of this article will come together and pro rata, if the value of the vessel is not enough for all. Art. 192.- The privilege granted to the debts expressed in the preceding article, will not have effect, unless they are justified in the following way: 1st. Court costs will be verified with the expense statements approved by the competent courts; 2nd. the rights to tonnages and others, with the legitimate receipts of the collectors; 3rd. The debts designated in numbers 1, 3, 4 and 5 of article 191, will be verified with statements approved by the president of the commercial court; 4th. the crew's wages and salaries, with the rigging and unrigging schedules approved by the port captaincy; 5th. the sums borrowed and the value of the goods sold for the ship's emergencies during the last voyage, with the statements prepared by the captain, verified with summary proceedings signed by the captain and the principals of the crew, proving the need for the loans; 6th. The sale of the ship, with a document of certain date; and the supplies for the armament, outfitting and provisions of the ship, shall be proven with the memoranda, invoices or statements endorsed by the captain and approved by the shipowner, of which a duplicate shall be deposited in the secretariat of the court of commerce before the ship departs, or at the latest, within ten days after its departure; 7th. The amounts loaned on bottomry against the hull, keel, rigging, equipment, armament and outfitting, before the departure of the ship, will be verified by means of contracts made before notaries, or under private signature, whose certified copies or duplicates will be deposited in the secretariat of the commercial court, within ten days of their date; 8th. Insurance premiums will be verified against the policies or against extracts from the books of insurance brokers; 9th. the damages and losses due to the charterers, are

They will verify this with the judgments or arbitral decisions that have been involved. Art. 193.- The privileges of creditors shall be extinguished, independently of the general means of extinguishing obligations: by judicial sale, made according to the formalities established in the following title; or, when after a voluntary sale, the ship has made a sea voyage, in the name and on behalf of the buyer, and without opposition from the creditors of the seller. Art. 194.- A ship is presumed to have made a sea voyage: when its departure and arrival have been verified in two different ports, and thirty days after departure; when, without having arrived at another port, more than sixty days have passed between departure and return to the same port; or when, the ship having departed for a long voyage, it has been sailing for more than sixty days without a claim from the seller's creditors. Art. 195.- The voluntary sale of a ship must be done in writing, and may take place by public document or under private signature. It can be done either of the whole ship, or of a part of the ship; whether the ship is in port, or already sailing. Art. 196.- The voluntary sale of a ship that is sailing does not prejudice the seller's creditors. Therefore, notwithstanding the sale, the ship or its value remains pledged in favor of said creditors, who may even, if they deem it appropriate, annul the sale due to fraud. TITLE II: ON THE SEIZURE AND SALE OF SHIPS Art. 197.- Every maritime vessel may be seized and sold, by judicial authority, and the privilege of the creditors will be extinguished by the following formalities. Art. 199.- This act must be notified to the owner in person, or at his home address, if it is a matter of exercising a general action against him. The notification may be served on the captain of the ship if the creditor is one of those who have a lien on the ship, in accordance with article 191. Art. 200.- The Bailiff shall state in the record of attachment: the name, profession and dwelling of the creditor on whose behalf he proceeds; the title by virtue of which he proceeds; the sum whose payment he seeks; the choice of domicile made by the creditor in the place where the court before which the sale must be requested resides, and in the place where the attached ship is moored; the names of the owner and the captain; the name, type and capacity of the ship; and the enumeration and description of the dinghies, boats, rigging, utensils, weapons, ammunition and provisions; he shall place a guard. Art. 201.- If the owner of the seized vessel resides in the district of the court, the executor must, within three days, notify him of a copy of the seizure record, and summon him before the court, to hear the order for the sale of the seized items. If the owner is not domiciled in the district of the court, the notifications and summonses shall be made to the captain of the seized vessel, or, in his absence, to the one who represents the owner or the captain; and he shall grant one day outside the term of three, for every three leagues of distance from his domicile. If he is a foreigner and is outside the Republic, notifications and summonses will be made in the manner prescribed by article 69 of the Code of Civil Procedure. Art. 202.- If the seizure is of a vessel whose capacity is more than ten tons, three announcements and publications of the things for sale will be made. These announcements and publications will be made consecutively, every eight days, in the stock exchange, if there is one, and in the main public square of the place where the vessel is moored. The notice will be inserted in a newspaper in the place where the court before which the attachment is pursued resides; and if there is none, in one of those printed in the nearest place.

Article 203. Within two days of each proclamation and publication, notices shall be posted: on the mainmast of the seized vessel; on the main door of the court before which proceedings are being held; in the public square; and on the dock of the port where the vessel is moored; and also at the stock exchange, if one exists. Article 204. The proclamations, publications, and notices shall specify: the name, profession, and residence of the plaintiff; the legal grounds on which the execution is based; the amount owed; the plaintiff's choice of domicile in the place where the court is located and in the place where the vessel is moored; the name and address of the owner of the seized vessel; the name of the vessel; and whether it is equipped or being equipped; and the names of the captain; the vessel's capacity; the place where it is moored or anchored; the name of the plaintiff's attorney; the starting bid for the auction; and the dates of the hearings on which bids will be accepted. Article 205. After the first public announcement, bids will be accepted on the day indicated on the notices. The judge appointed ex officio for the sale will continue to receive bids after each announcement, every eight days, on a specific day designated by his order. Article 206. After the third public announcement, the award will be made to the highest bidder upon the expiration of the third candle, without further formality. The judge appointed ex officio may grant one or two extensions, each of eight days. These will be published and posted on notices. Article 207. If the seizure involves boats, launches, and other vessels of ten tons or less, the award will be made in court, over three consecutive days, by means of a notice on the mast, or, if there is none, in another conspicuous place on the vessel, and on the door of the court. A period of eight clear days will be allowed to elapse between the notification of the seizure and the sale.

Art. 208.- Once the award of the ship has been verified, the functions of the captain cease; without prejudice to his right to claim compensation against whomever may be responsible. Art. 209.- The successful bidders for ships of any size are obliged to pay the sale price within twenty-four hours, or to deposit it without costs in the secretariat of the commercial court. In the absence of payment or deposit, the vessel will be put up for sale again, and will be awarded three days after a new publication, and a single notice, at the expense of the previous awardees, who will also be compelled in their persons to pay the deficit, damages, losses and costs. Art. 210.- Claims for diversion shall be formalized and filed with the Court Secretariat before the award; if claims for diversion are not filed until after the award, they shall automatically become objections to the delivery of the amounts from the sale. Art. 211.- The plaintiff or opponent will have three days to prove his claim. The defendant will have three days to respond. The case will be heard in court with a simple summons. Art. 212.- For three days after the award, objections to the delivery of the price will be admitted; after this period, they will not be admitted. Art. 213.- Opposing creditors are obliged to present their credit titles to the Secretariat within three days of the notification made to them by the executing creditor, or by the third party attached; if they do not do so, the distribution of the sale price will proceed, without including them in it. Art. 214.- The ranking of creditors and the distribution of the sale price will be made among the privileged creditors, in the order prescribed by article 191; and among the other creditors, in proportion to their claims. Every creditor is ranked both for their principal debt, as well as for the interest and costs. Art. 215.- A ship ready to set sail is not subject to seizure, except for debts incurred for the voyage it is about to make; and even in this latter case, a bond for said debts will prevent seizure. The ship is considered ready to set sail when the captain has the dispatches for the voyage in his possession. TITLE III: OF THE SHIPOWNERS Art. 216.- Every ship owner is civilly responsible for the actions of the captain, and is obliged to fulfill the commitments made by the latter, in relation to the ship and the expedition. In any case, he may be released from these obligations by abandoning the ship and the freight. However, the power to abandon ship is not granted to one who is both captain and owner or co-owner of the ship. When the captain is only a co-owner, he shall not be liable for the commitments undertaken by him, in relation to the ship and the expedition, except in proportion to his interest. Art. 217.- The owners of armed ships of war shall not, however, be responsible for crimes or robberies committed at sea by the warships they carry on board, or by the crews, except up to the amount they have secured, unless they are participants or accomplices. Art. 218.- The owner may dismiss the captain. There will be no compensation unless there is a written agreement. Art. 219.- If the dismissed captain is a co-owner of the ship, he may renounce his share, and demand reimbursement of the capital that represents it. The amount of that capital will be determined by experts appointed by agreement, or ex officio. Art. 220.- In all matters concerning the common interest of the owners of a ship, the opinion of the majority shall be followed. The majority is calculated by a proportion of interest in the ship, exceeding half of its value. The auction of the ship may not be decreed except at the request of the owners who together represent half of the total interest in the ship, unless there is a written agreement to the contrary. TITLE IV: OF THE CAPTAIN Art. 221.- Every captain, master or skipper in charge of the direction of a ship, or other vessel, is responsible for his faults, even minor ones, in the exercise of his duties. Art. 222.- He will be responsible for the goods he takes charge of; he will give a receipt for them; this receipt is called a knowledge. Art. 223.- It is the Captain's responsibility to form the ship's crew, and to choose and adjust the sailors and other crew members; which he shall do, however, in agreement with the owners, when they are in the place where they live. Art. 224.- The Captain shall have a numbered and initialed register, by one of the judges of the commercial court, or by the Justice of the Peace or substitute, in places where there is no commercial court. That record will contain: the resolutions taken during the voyage; the income and expenses concerning the ship, and generally everything related to the fact of its cargo; and everything that may give rise to rendering accounts, or to attempting a lawsuit. Art. 225.- The captain is obliged, before taking on cargo, to have his ship inspected, in the manner and form prescribed by the regulations. The visit proceedings will be deposited in the secretariat of the commercial court, and an extract of them will be given to the Captain.

and departure letters; the summary proceedings of the visit; the receipts for having paid or guaranteed in the customs. Art. 227.- The Captain is obliged to be in person on the ship at the entrance and exit of ports, roadsteads or rivers. Art. 228.- In the event of contravention of the obligations imposed by the four preceding articles, the captain is responsible for any accidents to those interested in the ship and in the cargo. Art. 229.- The captain shall also be liable for all damages that may occur to the goods that he has loaded onto the ship's deck, without the written consent of the shipper. This provision does not apply to small coastal shipping. Art. 230.- The captain's responsibility does not cease, except upon proof of force majeure obstacles. Art. 231.- The captain and the crew members who are on board, or who come on board in the hatches to go to sea, cannot be detained for civil debts. Art. 232.- The captain, in the place where the owners or their agents reside, may not, without their special authorization, make repairs to the ship, buy sails, rope, other things for the same, nor take money on the hull for such reason, nor charter it. Art. 233.- If the ship is chartered with the consent of the owners, and any of them refuse to contribute to the expenses necessary to dispatch it, in this case the captain may, twenty-four hours after making notice to the reluctant ones to pay their share, borrow on bottomry on their account, and with judicial authorization, on the part of interest that he has in the ship. crew, borrow on the hull and keel of the ship, pawn or sell merchandise up to the amount necessary for justified emergencies; all with authorization, in the Republic, of the commercial court, or, in the absence of this, of a Justice of the Peace; and in a foreign country, of the Dominican Consul; and in the absence of this, of the magistrate of the place. The owners or the captain representing them will keep an account of the goods sold, according to the prices of other goods of the same nature and quality at the place of unloading the ship at the time of its arrival. The sole charterer, or the various shippers who all agree, may oppose the sale or pledge of their goods, unloading them and paying the freight in proportion to how far along the journey is. In the absence of consent from one of the shippers, the one who wishes to exercise the right of unloading will be obligated to pay the full freight on their goods. Art. 235.- The captain, before his departure from a foreign port, to return to the Republic, shall be obliged to send to the owners, or to their agents, an account signed in his hand, which contains the state of the cargo, the price of the goods in the cargo, the amounts that he has borrowed, and the names and residences of the lenders. Art. 236.- The captain who has unnecessarily taken money on the hull, provisions or outfitting of the ship, pawned or sold merchandise or supplies, or who has included in his accounts supposed damages and expenses, shall be liable to the shipowners, and shall be personally obliged to return the money, or pay for the items, without prejudice to being criminally prosecuted, if there is cause for it. Art. 237.- Except in the case of impossibility of sailing, legally proven, the captain may not, under penalty of nullity of the sale, sell the ship without special power of the owners. costs, damages and losses in favor of the owners and charterers. Art. 239.- The captain who sails as part of the cargo, may not carry out any traffic or commerce on his own account, unless there is an agreement to the contrary. Art. 240.- In case of contravention of the provisions mentioned in the preceding article, the goods shipped by the captain, on his own account, will be confiscated and applied to the other interested parties. Art. 241.- The captain may not abandon his ship during the voyage, for whatever danger there may be, without the advice of the officers and principals of the crew; and, in that case, he is obliged to save with himself the money and what he can of the most precious goods of his cargo, under penalty of being responsible for the former and the latter in his own name. If the objects, thus removed from the ship, were lost due to some unforeseen event, the captain will be free of all responsibility. Art. 242.- The captain is obliged, within twenty-four hours after his arrival, to have his register endorsed, and to draw up a voyage report. This should express: the place and time of his departure, the course he has taken, the dangers he has faced, the disturbances that occurred on the ship and all the notable circumstances of his voyage. Art. 243.- The travel report is made in the secretariat, before the president of the commercial court. In places where there is no commercial court, the report is made to the Justice of the Peace of the district. The Justice of the Peace who has received the report is obliged to send it, without delay, to the president of the nearest commercial court. In both cases, it will be deposited in the Secretariat of the commercial court. Art. 244.- If the captain arrives at a foreign port, he is obliged to present himself to the Consul of the Republic, to give him a travel report, and to obtain a certificate that proves the time of his arrival and departure, and the state and nature of his cargo.

Article 245. If, during the course of a voyage, the captain is compelled to dock at a Dominican port, he is obligated to declare the reasons for his arrival to the president of the commercial court of that place. In places where there is no commercial court, the declaration is made to the Justice of the Peace of the municipality. If the forced docking is at a foreign port, the declaration is made to the Consul of the Republic, or in their absence, to the local authority. Article 246. A captain who has been shipwrecked and has survived alone or with part of his crew is obligated to appear before the Justice of the Peace of the place, or in their absence, before any other civil authority, to give his account, to have it verified by those crew members who have survived and are with him, and to obtain a copy. Article 247. To verify the captain's account, the Justice of the Peace will take statements from the crew members, and if possible, from the passengers; without prejudice to other evidence. Unverified reports shall not be admitted in the captain's defense, nor shall they be admissible as evidence in court, except in the case where the shipwrecked captain is the only one who survived at the place where he made his report. The burden of proof for contrary facts is reserved to the parties. Art. 248. Except in cases of imminent danger, the captain may not unload any cargo before having made his report, under penalty of extraordinary proceedings against him. Art. 249. If, during the voyage, the ship's provisions run out, the captain, after consulting the principal officers of the crew, may compel those who have separate provisions to deliver them for everyone, with the obligation to pay him the corresponding amount. TITLE V: ON THE CONTRACTS AND WAGES OF SEAMEN AND OTHER CREW MEMBERS

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Art. 271.- (Repealed by the Labor Code). Art. 272.- (Repealed by the Labor Code). TITLE VI: OF PARTITION LETTERS AND CHARTERINGS Art. 273.- Every agreement for the rental of a ship, called a charter party or charter party, must be made in writing. It shall state: the name and capacity of the vessel; the names of the captain; the names of the shipowner and the charterer; the place and time agreed for loading and unloading; the price of the freight; whether the charter is total or partial; the compensation stipulated for cases of delay. Art. 274.- If the time for loading and unloading the ship has not been fixed by the conventions of the parties, it will be regulated according to the custom of the places. Art. 275.- If the ship has been chartered on a monthly basis, and there is no agreement to the contrary, the freight will run from the day on which the ship is to put to sea. Art. 276.- If before the departure of the ship there is a prohibition on trading with the country to which it is destined, the conditions will be dissolved without damages or losses for either party. The shipper will be liable for the costs of loading and unloading their goods. Art. 277.- If there is a force majeure that only prevents the departure of the ship for a certain time, the conventions will remain in force and there will be no damages or losses due to the delay. They will also remain in effect, without any increase in freight, if force majeure occurs during the journey. Art. 278.- During the detention of the ship, the shipper may unload his goods at his own expense, on the condition of reloading them, or of compensating the captain. contrary, to enter any of the neighboring ports of the same power where it is allowed to arrive. Art. 280.- The ship, the rigging and equipment, the freight and the goods loaded, are respectively obliged to the execution of the agreements of the parties. TITLE VII: ON KNOWLEDGE Art. 281.- The knowledge must express the nature and quantity, as well as the species or qualities of the objects to be transported. It shall indicate: the names of the shipper; the names and address of the person to whom the shipment is made; the name and address of the captain; the name and capacity of the ship; the place of departure and the place of destination; it shall state the price of freight, and indicate in the margin the marks and numbers of the objects to be transported. The knowledge may be to order or to the bearer, or to a specific person. Art. 282.- At least three original copies shall be made of each bill of lading; one for the shipper; one for the person to whom the goods are addressed and one for the captain. The three originals will be signed by the loader and the captain, within twenty-four hours of loading. The shipper will be obliged to deliver to the captain, within the same term, the receipts for the goods loaded. Art. 283.- The bill of lading issued in the prescribed form is binding on all parties interested in the cargo, and on them and the insurers. Art. 284.- In case of difference between the bills of lading for the same cargo, the one in the hands of the captain shall be valid, if it has been filled out in the handwriting of the shipper or his commissioner; and the one presented by the shipper or the consignee shall be valid, if it has been filled out in the handwriting of the captain.

Art. 285.- Every commission agent or consignee who has received the goods mentioned in the bills of lading or waybills, shall be obliged to give a receipt of them to the captain who requests it, under penalty of all kinds of damages and losses, even those of delay.

TITLE VIII: ON FREIGHT

Art. 286.- The price of renting a ship or other vessel is called freight. It is governed by the agreements of the parties. It is verified with the starting cards, or with knowledge. It may be for the whole vessel or part of it, for a round trip, for a limited time, by tonnage, by quintals, by a certain amount, or under a resolutory condition, with an expression of the vessel's capacity. Art. 287.- If the vessel is chartered in its entirety, and the charterer does not load all that it can carry, the captain may not take other goods without the charterer's consent. The charterer owns the freight of the goods with which the charter of the ship he has chartered in its entirety is completed. Art. 288.- The charterer who has not loaded the quantity of goods expressed in the bill of lading, is obliged to pay the full freight, and for the entire cargo to which he has committed. If you load more, you will pay the freight for the excess over the price stated in the bill of lading. But if the charterer cancels the voyage before the ship's departure, without having loaded anything, he will pay the captain compensation equal to half the freight stipulated in the charter party for the entire cargo that was to be loaded. If the ship has received part of the cargo, and sets sail with an incomplete cargo, the full freight shall be due to the captain. Art. 289.- The captain who has stated that the ship has a greater capacity than it actually does, is obliged to compensate the charterer for the damages and losses. Art. 290.- There is no error in the declaration of the capacity of a ship, if the error does not exceed one fortieth or if the declaration is in accordance with the tonnage certificate. Art. 291.- If the ship is loaded under a resolutory condition, whether by quintals, by tonnes, or by a certain amount, the shipper may remove his goods before the departure of the ship, paying half the freight. The shipper will bear the costs of loading and unloading and reloading the other goods that need to be transported, and the costs of the delay. Art. 292.- The captain may have goods found on his ship brought ashore at the place of loading if they have not been declared to him, or demand freight for them at a higher price than is paid in the same place for goods of the same kind. Art. 293.- The shipper who takes his goods out during the voyage, will be obliged to pay the entire freight, and all the expenses of unloading and stowage caused by the unloading; if the goods are taken out because of the acts or faults of the captain, he will be responsible for all the expenses. Art. 294.- If the ship is detained upon departure, during the voyage, or at the place of unloading, due to the actions of the charterer, the expenses of the delay will be paid by the charterer. If the ship was chartered for a round trip, and on the return journey it comes back without cargo, or with an incomplete cargo, the captain shall be paid the full freight and the damages of the delay. Art. 295.- The captain is liable to the charterer for damages, if due to his fault the ship has been stopped or delayed in its departure, during the voyage, or at the place of unloading. Those damages will be determined by experts. Art. 296.- If the captain is obliged to repair his ship during the voyage, the charterer shall be obliged to wait, or to pay the freight in full. In the event that the ship cannot be repaired, the captain will be obliged to charter another one. If the captain cannot charter another vessel, the freight shall only be due in proportion to how far along the voyage has been.

Article 297. The captain shall forfeit his freight and be liable for damages to the charterer if the latter proves that the vessel was not seaworthy when it put to sea. This proof is admissible notwithstanding and against the certificates of inspection at the time of departure. Article 298. Freight shall be due for goods that the captain has been obliged to sell to purchase provisions or for repairs and other urgent needs of the vessel, accounting for their value at the price at which other goods of the same quality are sold at the place of discharge, if the vessel reaches port safely. If the vessel is lost, the captain shall account for the goods at the price at which they were sold, also retaining the freight stated in the bills of lading. Except, in these two cases, for the right reserved to the owners of the vessel by paragraph 2. Article 216. When the exercise of this right results in a loss for those whose goods have been sold or pledged, the loss shall be apportioned proportionally, based on the value of those goods and all those that have reached their destination or that have been salvaged from the shipwreck after the maritime events that made the sale or pledge necessary. Article 299. If a prohibition on trading with the country to which the vessel is sailing arises, and it has to return with its cargo, the captain shall only be owed the freight for the outward voyage, even if it was chartered for a round trip. Article 300. If the vessel is seized during its voyage by order of a power, no freight shall be owed for the time of the detention if it was chartered for a month, nor shall there be any increase in freight if it was chartered for a voyage. The provisions and wages of the crew during the detention of the vessel shall be considered average.

Art. 302.- No freight shall be due for goods lost by shipwreck or grounding, stolen by pirates; or seized by enemies. The captain will be obliged to return the freight that has been advanced to him, unless there is an agreement to the contrary. Art. 303.- If the ship and goods are rescued, or if the goods are saved from the shipwreck, the captain shall be paid the freight due up to the place of capture or shipwreck. He will be paid the full freight, contributing to the rescue, if he delivers the goods to their destination. Art. 304.- The contribution for the salvage shall be made on the current price of the goods at the place of unloading, less expenses, and on half of the ship and freight. Sailors' wages will not be subject to taxation. Art. 305.- If the consignee refuses to receive the goods, the captain may, by resorting to the authority of justice, have those necessary for the payment of his freight sold and have the remainder deposited. If these are insufficient, there is always recourse against the charger. Art. 306.- The captain may not retain the goods on board his ship for non-payment of freight. At the time of unloading, he may request its deposit in third hands, until the freight is paid. Art. 307.- The captain shall be preferred for his freight, over the goods of his cargo, for fifteen days after their delivery, if they have not passed into third hands. Art. 308.- In the event of bankruptcy of the shippers or claimants before the fifteen days have expired, the captain shall have priority over the creditors for the payment of his freight and of the damages that are owed to him. Art. 309.- Under no circumstances may the shipper request a reduction in the freight price. due to their own inherent vice, or due to unforeseen circumstances. However, if there are vessels of wine, oil, honey and other liquids, which have overflowed to the point of being empty or almost empty, they may be abandoned by the freight. TITLE IX: ON BROAD LICENSE CONTRACTS Art. 311.- The bottomry contract will be granted before a notary, or under private signature. It shall state: the capital lent, and the sum agreed for the maritime benefit; the objects that are liable for the loan; the names of the ship and the captain; those of the lender and the borrower if the loan is for a voyage; for what voyage and for how long; and the time of repayment. Art. 312.- (Repealed as to the Registry by Law 603 of 1977 on Ship Mortgages). Every bottomry lender in the Republic shall be obliged to register his contract in the secretariat of the commercial court within ten days of the date, under penalty of losing his privilege; and if the contract is made in a foreign country, it shall be subject to the formalities prescribed in article 234. Art. 313.- Every bottomry loan contract may be negotiated by endorsement, if it is to order. In this case, the negotiation of that document will have the same effects and produce the same liability actions as that of other securities. Art. 314.- The payment guarantee does not extend to maritime profit, unless expressly stipulated otherwise. Art. 315. Bottomry loans may be secured: with the hull and keel of the ship, with the rigging and equipment, with the armament and provisions, with the cargo, with all these objects together, or with a specific part of each one. Art. 316.- Any bottomry loan, made for an amount greater than the value of the objects on which it is based, may be declared null, at the request of the lender, if it is proven that there has been fraud on the part of the borrower. Art. 317.- If there is no fraud, the contract will be valid up to an amount equal to that of the objects affected by the loan, according to the estimate that has been made or stipulated for them. The excess amount borrowed will be returned, with interest, calculated according to the market rate. Art. 318.- All loans on the unearned freight of the ship, and on the profits expected from the goods, are prohibited. In this case, the lender will only be entitled to the repayment of the principal, without any interest. Art. 319.- No bottomry loans may be made to sailors or seafarers against their wages or voyage. Art. 320.- The ship, rigging and equipment, armament and provisions, and even the freight due, are subject, by privilege, to the capital and interest of the money given on the bottomry against the hull and keel of the ship. The cargo is equally subject to the principal and interest of the money given on the bottomry against the cargo. If the loan has been made on a particular item of the ship or cargo, the lien only applies to that item and only in proportion to the share that affects the loan. Art. 321.- A bottomry loan made by the captain in the place of the dwelling of the ship's owners, without their authentic authorization or their intervention in the contract, will not produce an action or privilege, except on the part that the captain may have in the ship and in the freight. Art. 322.- The parts and portions of the owners who have already contributed what is contingent to make the ship serviceable, within twenty-four hours of having been requested for that purpose, will be subject, even in the place of the dwelling of the interested parties, to the sums lent for repairs and provisions. Art. 323.- Loans made for the last voyage of the ship shall be paid in preference to sums borrowed for a previous voyage, even if it had been declared that these were left for continuation or renewal. Sums borrowed during the voyage shall be preferred to those borrowed before the ship's departure; and if many loans are made during the same voyage, the last loan shall always be preferred to the one preceding it. Art. 324.- The bottomry lender on goods loaded onto a ship designated in the contract, shall not suffer the loss of the goods, even if due to a sea adventure, if they have been loaded onto another vessel, unless it is legally proven that this transshipment has been made due to force majeure. Art. 325.- If the effects on which the bottomry loan has been made are completely lost, and the loss occurs due to unforeseen circumstances, within the time and place of the risks, the amount borrowed cannot be claimed. Art. 326.- The lender should not suffer the waste, reductions and losses that occur due to inherent vice of the thing, and the damages caused by acts of the borrower. Art. 327.- In case of shipwreck, the payment of the amounts loaned on bottomry will be reduced to the value of the goods saved and subject to the contract, after deducting the salvage expenses. Art. 328.- If the time of the risks has not been determined in the contract, it will run, with respect to the ship, rigging, equipment, armament and provisions, from the day on which the ship has set sail, until the day on which the anchor is dropped or it is moored in the port or place of its destination. With regard to the goods, the time of risk will run from the day they have been loaded onto the ship, or onto the launches for

Art. 329. - A bottomry lender shall not be released from liability for the loss of the vessel and cargo unless he proves that there were goods on board, on his own account, of equal value to the sum borrowed. Art. 330. - Bottomry lenders shall contribute to general average, to the relief of the borrowers. Simple average shall also be borne by the lenders, unless otherwise agreed. Article 331.- If there is a bottomry contract and an insurance contract on the same vessel or the same cargo, the proceeds from the goods salvaged from the shipwreck shall be divided between the bottomry lender, for their capital only, and the insurer for the insured sums, in proportion to their respective interests, without prejudice to the privileges established in Article 191. TITLE X: INSURANCE SECTION 1A.: THE INSURANCE CONTRACT, ITS FORM AND OBJECT Article 332.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 333.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 334.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 335.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 337.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 338.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 339.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 340.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 341.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 342.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 343.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 344.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 345.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 346.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 347.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Article 348.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). SECTION 2A.: ON THE OBLIGATIONS OF THE INSURER AND THE INSURED

Art. 350.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 351.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 352.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 353.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 354.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 355.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 356.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 357.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 358.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 359.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 360.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 361.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 362.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 363.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 365.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 366.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 367.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). Art. 368.- (Repealed by Law 146-02, on Insurance and Bonds in the Dominican Republic). SECTION 3A.: ABANDONMENT Art. 369.- The abandonment of the insured effects may be made: in case of capture, shipwreck, grounding with fracture, impossibility of sailing due to sea adventure, in case of embargo made by a foreign Power, in case of loss or deterioration of the insured effects, if the deterioration or loss consists of at least three-quarters. Abandonment may also be made in the event of detention by the Government, after the journey has begun. Art. 370.- It cannot be done before the journey has begun. Art. 371.- Any other damages will be considered averages, and will be regulated, between the insurers and the insured, in proportion to their interest. Art. 372.- The abandonment of the insured effects may not be partial or conditional. It will not extend beyond the effects that are the object of the insurance and the risk. Art. 373.- The abandonment must be made to the insurers within eight months, which will be counted from the day on which news of the loss occurring at any point or part of the world is received; or, in the case of capture, from the time news is received that the ship has been taken to any port or place. After this period, insurers will no longer have the right to abandon the policy. Art. 374.- In the event that abandonment can be made, and in the case of any other accidents that are the responsibility of the insurers, the insured must inform the insurer of the notices that he has received. This notification must be made within three days of receiving the notice. Art. 375.- If, after six months have expired, counted from the day of departure of the ship or from the day to which the last news received refers, with respect to ordinary voyages; and after one year with respect to long voyages, the insured declares that he has not received any news of his ship, he may abandon it to the insurer and request payment of the insurance, without the need to prove the loss. Once the six months or year have expired, the insured will have, to attempt their actions, the term established by article 373. Art. 376.- In the case of insurance for a limited time, after the terms established above regarding ordinary voyages and long voyages have passed, the loss of the vessel is presumed to have occurred within the term of the insurance. Art. 377.- Voyages made beyond the countries included in the Mexican Gulf, the coasts of Florida, the Bahamas and the Caribbean Sea will be considered long voyages. Art. 378.- The insured may, by virtue of the notification mentioned in article 374, either abandon the policy, demanding that the insurer pay the insured amount within the term set by the contract, or reserve the right to abandon the policy under the terms set by the Law. Art. 379.- The insured is obliged, upon abandonment, to declare all insurances he has taken out for himself or for another in his name, even those he has ordered, and the money he has borrowed on bottomry, whether on the ship or on the goods; for lack of which the term of payment, which he must

The time limit will begin to run from the day of abandonment, and will be suspended until the day on which the said declaration is notified, without any extension of the term established to formalize the action of abandonment resulting from this. Art. 380.- In case of fraudulent declaration, the insured will be deprived of the effects of the insurance; and will be obliged to pay the sums he has borrowed, notwithstanding the loss or the capture of the vessel. Art. 381.- In case of shipwreck or grounding with fracture, the insured must work, without prejudice to abandonment, in his corresponding time and place, in the recovery of the lost effects. According to your statement, you will be reimbursed for the recovery expenses, up to the value of the recovered goods. Art. 382.- If the payment period has not been set in the contract, the insurer shall be obliged to pay the insurance three months after notification of abandonment. Art. 383.- The supporting documents for the cargo and the loss will be notified to the insurer, before the payment of the insured amounts can be claimed from him judicially. Art. 384.- The insurer will be allowed to present evidence of facts contrary to those stated in the attestations. The admission of this evidence will not suspend the insurer's obligation to provisionally pay the insured amount, but the insured will have to provide a bond. The bond obligation will expire after four years, if there has been no lawsuit. Art. 385.- Once the abandonment has been notified and accepted, or judged valid, the insured effects will belong to the insurer from the time of the abandonment. The insurer may not, under the pretext of the ship's return, fail to pay the insured amount. No, and it belongs equally to the insurer, without prejudice to the rights of bottomry lenders, the rights of sailors to their wages, and the expenses and disbursements made during the voyage. Art. 387.- In case of seizure by any power, the insured is obliged to make the aforementioned notification to the insurer within three days following receipt of the news. The abandonment of the seized goods cannot be done until eight months after notification. In the event that the seized goods are not very durable, the term mentioned above will be reduced to two months in the first case and three in the second. Art. 388.- During the term expressed in the previous article, the insured parties shall be obliged to carry out all the steps that depend on them, in order to obtain the release of the seized goods. Insurers may, either individually or in concert with the insured, take any steps with the same objective. Art. 389.- Abandonment on the grounds of impossibility of sailing may not be made if the grounded vessel can be rehabilitated, repaired and put into a condition to continue its voyage to its destination. In this case, the insured retains their rights against the insurers for the expenses and damages caused by the grounding. Art. 390.- If the ship has been declared unfit for navigation, the insured, for its cargo, will be obliged to notify it within three days after receiving the news. Art. 391.- The captain is obliged in this case to make all possible efforts to obtain another vessel in which to transport the goods to their destination. Art. 392.- The insurer bears the risks of the goods loaded onto another vessel, in the case provided for in the preceding article, until their arrival and unloading. Art. 393.- The insurer is also obliged to cover damages, unloading costs, storage, reshipment, excess freight and any other expenses incurred to save the goods, up to the amount of the sum insured. Art. 394.- If within the term indicated by article 387, the captain has not been able to find a ship to reload the goods and take them to their destination, the insured may abandon them. Art. 395.- In case of seizure, if the insured has not been able to notify the insurer, he may redeem the goods without waiting for his order. The insured is obliged to notify the insurer of the adjustment he has made, as soon as he has the means to do so. Art. 396.- The insurer has the option to make the adjustment on his own account, or to waive it; and is obliged to notify his choice to the insured, within twenty-four hours following notification of the adjustment. If he declares that he is taking the adjustment for his own benefit, he is obliged to contribute, without delay, to the payment of the ransom in the terms of the agreement, and in proportion to his interest; and he will continue to bear the risks of the voyage, in accordance with the insurance contract. If you declare that you waive the benefit of the adjustment, you will be obliged to pay the insured sum, without being able to claim anything from the redeemed effects. When the insurer has not notified its choice within the stated term, it is considered that it has waived the benefit of the adjustment. TITLE XI: ON BREAKDOWNS Art. 397.- Any extraordinary disbursements made for the ship and the goods, jointly or separately; any damage that happens to the ship and the goods, from its loading and departure until its return and unloading, are considered averages. Art. 399.- Breakdowns are of two kinds: major or common breakdowns, and simple or particular breakdowns. Art. 400.- Common breakdowns are: 1st. the things given as settlement and title of rescue of the ship and the goods; 2nd. those thrown into the sea; 3rd. the cables or masts broken or cut; 4th. anchors and other effects abandoned for common salvage; 5th. the damage caused by jettisoning to the goods remaining on the ship; 6th. the healing and food of sailors wounded in defending the ship; the wages and food of sailors during embargo when the vessel is detained on voyage by order of any power, and during the repairs of damage voluntarily suffered for the common salvage, if the ship has been chartered on the month; 7th. the expenses of unloading to lighten the ship and enter the harbor or a river, when the ship is required to do so by storm or by pursuit of enemies; 8th. The costs incurred to refloat the grounded vessel, with the intention of avoiding total loss or capture; and in general the damages voluntarily suffered, and the disbursements made in accordance with motivated agreements, for the benefit and common salvage of the vessel and the goods, from its loading and departure until its return and unloading. Art. 401.- Common average shall be borne by the goods and half of the vessel and freight, in proportion to the value. Art. 402.- The price of the goods will be established by their value at the place of unloading. Art. 403.- These are particular breakdowns: 1st. damage to goods due to inherent vice, storm, capture, shipwreck or grounding; 2nd. the expenses incurred to save them; 3rd. the loss of cables, anchors, sails, masts and rigging, caused by storm or other maritime accident; the expenses resulting from any arrival caused, whether by the accidental loss of said objects, or by the need for supplies, or by any breach in the water supply that may be necessary

repair; 4th. the maintenance and wages of the sailors during the embargo, when the ship is detained on voyage by order of a Power, and during the repairs that have to be made to it, if the ship is chartered for a voyage; 5th. the maintenance and wages of the sailors during quarantine, whether the ship is chartered by voyage or by month, and in general, the disbursements made and the damage suffered for the benefit of the ship alone, or of the goods alone, from its loading and departure until its return and unloading. Art. 404.- Particular damages must be borne and paid for by the owner of the thing that has experienced the damage or caused the disbursement. Art. 405.- Damage to goods caused by the captain's failure to properly close the hatches, secure the ship, provide it with good lashings, and by any other accidents resulting from the negligence of the captain or crew, are equally particular averages, which the owner of the goods will suffer; but he retains his recourse for them against the captain, the ship and the freight. Art. 406.- Pilotage, towing and pilotage fees to enter or leave roadsteads; and the fees for licenses, visits, manifests, tonnages, buoys, anchorages, and other navigation or port fees, are not damages, but only simple expenses to be borne by the ship. Art. 407.- In case of collision of ships, if the event was purely fortuitous, the damage will be suffered, without right of recourse, by the ship that has experienced it. If the collision occurred due to the fault of one of the captains, the damage will be paid for by the one who caused it. If there are any doubts as to the causes of the collision, the damage will be borne at common expense, and in equal proportions by the ships that caused and suffered it. In these last two cases, the damage assessment will be done by experts. ship and goods, and if the particular average does not exceed one percent of the value of the damaged item. Art. 409.- The "free from average" clause releases insurers from all kinds of averages, whether common or particular, except in cases where abandonment is warranted; and, in those cases, insurers will have the option between abandonment and exercising the average action. TITLE XII: ON THE JUMPING AND THE CONTRIBUTION Art. 410.- If, due to a storm or while hunting enemies, the captain believes himself obliged, in order to save the ship, to throw part of the cargo overboard, to cut down the masts or abandon the anchors, he shall ask for the opinion of those interested in the cargo who are on the ship, and the principal members of the crew. If there is a difference of opinion, the opinion of the captain and the principals of the crew will be followed. Art. 411.- The least necessary, heaviest and least expensive items will be thrown first; and then the goods from the first deck, at the captain's choice and with the opinion of the chiefs of the crew. Art. 412.- The captain is obliged to put the agreement in writing as soon as he has the means to do so. The agreement will state: the reasons for the decision to jettison; the effects jettisoned or damaged; it will contain the signature of the deliberators, or the reasons for their refusal to sign; it will be copied into the ship's log. Art. 413.- At the first port to which the ship arrives, the captain shall be obliged, within twenty-four hours of its arrival, to sign the facts contained in the agreement transcribed in the register. The unloading takes place in a Dominican port. In places where there is no commercial court, the experts will be appointed by the Justice of the Peace. If the unloading takes place in a foreign port, they will be appointed by the Dominican consul, and, if he is absent, by the local magistrate. The experts will take an oath before the operation begins. Art. 415.- The goods thrown overboard will be valued according to the current price at the place of unloading; their quality will be verified by showing the bills of lading and invoices if there are any. Art. 416.- The experts appointed under the previous article will make the distribution of losses and damages. The distribution will be made official once approved by the court. In foreign ports, the distribution will be executive, approved by the Dominican Consul, or, in the absence of the latter, by any other competent court of the same places. Art. 417.- The apportionment for the payment of losses and damages shall be made on the goods thrown overboard and salvaged, and on half of the ship and the freight, in proportion to their value, at the place of unloading. Art. 418.- If the quality of the goods has been disguised in the bill of lading, and it is found that they are of much better value, they will contribute according to their estimated value, if they have been saved; they will be paid according to the quality designated in the bill of lading, if it has been lost; if the declared goods are of a lower quality than that indicated in the bill of lading, they will contribute according to the quality indicated in the bill of lading, if they are saved; the goods will be paid according to their value, if they have been thrown overboard or are damaged. Art. 419.- War and food munitions, and the clothing and other ordinary garments of the crew, will not contribute to the jettison; the value of those that have been thrown overboard will be paid by tax on all other effects.

Article 420. Goods not reported or declared by the captain shall not be subject to payment if jettisoned; however, they shall be subject to contribution if salvaged. Article 421. Goods loaded on the ship's deck shall be subject to contribution if salvaged. If they are jettisoned or damaged, or damaged as a result of jettisoning, the owner may not claim reimbursement for their value; recourse may only be sought against the captain. Article 422. No contribution shall be due for damage to the ship, except in cases where the damage was caused to facilitate jettisoning. Article 423. If jettisoning does not save the ship, no contribution shall be due. The goods salvaged shall not be liable for payment or compensation for those that were jettisoned or damaged. Article 424. If jettisoning saves the ship, and if the ship, continuing its voyage, is lost, the salvaged goods shall contribute to the jettisoning, according to their value, in their current condition, less salvage expenses. Article 425. The jettisoned goods shall not, under any circumstances, contribute to the payment of damages incurred to the salvaged goods after the jettisoning. The goods shall not contribute to the payment for the lost ship or one rendered unseaworthy. Article 426. If, by agreement, the ship is scuttled to extract the goods, these shall contribute to the repair of the damage caused to the ship. Article 427. In case of loss of goods placed on boats to lighten a ship entering a port or river, the repair shall be made on the vessel and its entire cargo. If the ship perishes with the rest of the cargo, no distribution will be made on the goods placed in the boats, even if they reach port safely.

Article 428. In all the cases mentioned above, the captain and crew shall have a lien on the goods or the proceeds thereof, up to the amount of the contribution. Article 429. If, after the distribution, the jettisoned goods are recovered by their owners, they shall be obligated to return to the captain and the interested parties what they received as a contribution, less the damages caused by the jettisoning and the costs of recovery. TITLE XIII: ON PRESCRIPTIONS Article 430. The captain may not acquire ownership of the vessel by prescription. Article 431. The action for abandonment is subject to the prescription period specified in Article 373. Article 432. (Modified with respect to the period by Article 703 of the Labor Code, where it is three months). Any action arising from a bottomry contract or an insurance policy is subject to a five-year prescription period, counted from the date of the contract. Art. 433.- The following shall prescribe: all actions for payment of ship freight, wages and salaries of officers, sailors and other crew members one year after the voyage is completed; for food supplied to the sailors by order of the captain, one year after delivery; for the supply of timber and other things necessary for the construction, outfitting and provisioning of the ship, one year after the supplies are made; for wages of artisans, and for works done, one year after the works are received; all actions for delivery of merchandise, one year after the arrival of the ship.

TITLE XIV: EXCEPTIONS

Article 435. The following are inadmissible: any action against the captain and the insurers for damage to the cargo if it was received without protest; any action against the charterer for average damage if the captain delivered the cargo and received the freight without protest; any action for compensation for damage caused by collision at a location where the captain could have claimed, if he failed to do so. Article 436. These protests and claims shall be null and void if they were not made and notified within twenty-four hours, and if, within one month of their date, they are not followed by a lawsuit.

BOOK THREE: ON BANKRUPTCIES AND INSOLVENCY TITLE I: ON BANKRUPTCY GENERAL PROVISIONS Art. 437.- Any merchant who ceases to pay his commercial obligations is considered to be in a state of bankruptcy. A merchant can be declared bankrupt after his death, provided that he had died in a state of insolvency. The declaration of bankruptcy, whether ex officio or at the request of the creditors, cannot be made except in the year following the death of the merchant. CHAPTER I: ON THE DECLARATION OF BANKRUPTCY AND ITS EFFECTS Art. 438.- Within three days of a merchant's cessation of payments, he is obliged to declare it in the secretariat of the commercial court of his domicile: the day of the cessation of payments will be included in the three days. If the bankruptcy is that of a general partnership, the declaration made thereon shall state the name and address of each of the joint partners; this declaration shall be made in the secretariat of the court in whose district the main establishment of the company is located. Art. 439.- With the declaration of bankruptcy, the bankrupt must accompany a balance sheet of his business, or state the reasons that prevent him from doing so. This balance sheet must express the enumeration and valuation of all the debtor's movable and immovable property; the statement of active and passive debts, the statement of profits and losses and the statement of expenses; it must be certified as true, dated and signed by the debtor. Art. 440.- Bankruptcy is declared by judgment of the commercial court, either in view of the declaration of the bankrupt himself, or at the request of one or many of the creditors, or ex officio; and the judgment that declares bankruptcy will be provisionally enforceable. Art. 441.- The court shall determine, either on its own initiative or at the request of any interested party, the time at which the cessation of payments has taken place; which shall be done by the same judgment that declares bankruptcy, or by another subsequent judgment given by report of the commissioner judge. If this special determination had not been made, the cessation of strikes would be considered to have begun from the day of the judgment declaring bankruptcy. Art. 442.- An extract of the judgment pronounced under the two preceding articles shall be posted and inserted in the newspapers, not only in the place where bankruptcy has been declared, but in all places where the bankrupt has commercial establishments; said posting and publication shall be done in the manner established by article 42 of this Code. Art. 443.- The judgment declaring bankruptcy implies, by operation of law, from the date of its issuance, the removal of the bankrupt from the administration of all his assets, even those that may fall to him while he is in a state of bankruptcy. From the date of this judgment, any action concerning movable or immovable property shall only be pursued or attempted against the trustees. The same will apply to all enforcement proceedings, both on movable and immovable property. When the court deems it appropriate, it may receive the bankrupt as an intervening party. Art. 444.- The judgment declaring bankruptcy makes the outstanding passive debts due and payable against the bankrupt. In the event of bankruptcy of the subscriber of a promissory note, the acceptor of a bill of exchange, or a drawer for lack of acceptance, the other obligors must provide security for payment at maturity, provided they do not prefer to pay immediately. Art. 445.- The judgment declaring bankruptcy suspends, with respect to the estate only, the interest on all credit not guaranteed by privilege, pledge or mortgage. Interest on secured loans may only be claimed on sums derived from assets subject to the privilege, mortgage, or pledge. Art. 446.- (Modified by Law 5006 of June 28, 1911, GO 2209 of July 19, 1911). All acts transferring movable or immovable property free of charge, whether made by the debtor after the date determined by the Court as the date fixed for the cessation of payments, or in the ten days preceding this date, shall be null and void with respect to the estate; all payments, whether in kind, by action, sale, compensation or otherwise, for debts not yet due; all payments for due debts made in any way other than in money or in commercial instruments; all conventional or judicial mortgages; and all rights of antichresis or pledge, constituted on the debtor's property for debts previously contracted. Art. 447.- All other payments made by the debtor for overdue debts, and all other onerous acts granted by him, after the cessation of his payments and before the judgment declaring bankruptcy, may be annulled if, on the part of those who have received from the debtor or who have dealt with him, they took place with knowledge of the cessation of his payments. Art. 448.- Mortgage rights and validly acquired privileges may be registered until the day of the judgment declaring bankruptcy. However, registrations made after the date of cessation of payment, or in the ten days preceding it, may be declared null and void if more than fifteen days have elapsed between the date of the act constituting the mortgage or the privilege and the registration. This term will be increased at a rate of one day for every three leagues of distance, between the place where the mortgage right was acquired, and the place where the registration was carried out. Art. 449.- In the event that some bills of exchange have been paid after the time set as the date of the cessation of payments, and before the judgment declaring bankruptcy, the recovery action may only be attempted against the one on whose account the bill of exchange was provided. If it is a promissory note payable to order, this action can only be exercised against the first endorser. In both cases it must be proven that the person from whom the recovery is requested had knowledge of the cessation of payment at the time of the issuance of the title. Art. 450.- For leases of properties used for the bankrupt's industry or trade, including premises attached to these properties that serve as housing for the bankrupt and his family, the trustees will have eight days, counted from the expiration of the term agreed by article 492 of this code to the creditors domiciled in the Republic for the verification of their credits, so that they can notify the owner of their intention to continue the lease, under the condition of satisfying all the obligations of the lessee. This notification may not take place except with the authorization of the commissioner judge, and after hearing the bankrupt. Until the eight days have expired, all enforcement proceedings relating to the movable property used in the business or industry of the bankrupt, and all actions for rescission of lease, will be suspended; without prejudice to all protective measures, and to the right acquired by the owner to take back possession of the leased premises. In this case, the suspension of the enforcement proceedings prescribed by this article will automatically cease. Within fifteen days following the notification made by the trustees to the lessee, the lessee must file his claim for rescission; if he lets said term expire, he will be deemed to have waived his right to avail himself of the grounds for rescission already existing in his favor. CHAPTER II: ON THE APPOINTMENT OF THE COMMISSIONER JUDGE Art. 451.- (Modified by Law 5006 of June 28, 1911, GO 2209 of July 15, 1911). The Commercial Court, in the judgment declaring bankruptcy, will appoint as commissioner judge one of its associate judges if it is a collegiate court and the Investigating Judge if it is a single-person court. Art. 452.- The Commissioner Judge is specifically charged with accelerating and monitoring the operations and management of the bankruptcy. It will inform the commercial court of all disputes arising in the bankruptcy proceedings that fall under the jurisdiction of this court. Art. 453.- The orders of the commissioner judge are not subject to appeal or opposition, except in the cases provided for by law. These appeals will be decided by the commercial court. Art. 454.- The commercial court may, at any time, replace the bankruptcy commissioner judge with another of its members. CHAPTER III: ON THE AFFIXING OF SEALS AND THE FIRST PROVISIONS WITH RESPECT TO THE PERSON OF THE BANKRUPT Art. 455.- The court shall order, by the judgment declaring bankruptcy, the affixing of seals and, when appropriate, the arrest of the bankrupt in the public jail, or the custody of his person by a police officer. However, if the commissioner judge determines that the bankrupt's assets can be inventoried in a single day, the seals will not be affixed, and the inventory must be prepared immediately. Art. 456.- When the bankrupt has complied with the provisions of articles 438 and 439 and is not imprisoned for any reason at the time of the declaration, the court may exempt him from arrest or custody of his person. The part of the sentence that exempts the bankrupt from arrest or custody of his person may always, and according to the circumstances, and even ex officio, be subsequently amended by the commercial court. Art. 457.- The secretary of the commercial court will communicate the act to the justice of the peace, the provision of the sentence that orders the fixing of seals. The justice of the peace may, even before the sentence, affix the seals, either ex officio or at the request of one or many creditors; but only in the case that the debtor has disappeared, or in the case that he has hidden all or part of his assets. Art. 458.- The seals will be affixed to the warehouses, desks, boxes, wastepaper baskets, books, papers, furniture and effects of the bankrupt. If the bankruptcy involves a general partnership, the seals will be affixed not only to the main office of the partnership, but also to the separate address of each of the general partners. In all cases, the justice of the peace will notify the president of the commercial court of the affixing of the seals without delay. Art. 459.- The secretary of the commercial court shall, within the following twenty-four hours, send an extract of the judgments declaring bankruptcy to the district attorney, mentioning the main indications and provisions they contain. Art. 460.- The provisions ordering the arrest of the bankrupt, or the custody of his person, will be executed, either at the request of the prosecutor or the bankruptcy trustees. Art. 461.- When the cash belonging to the bankruptcy estate is not enough to immediately cover the costs of the judgment declaring bankruptcy, the posting and insertion of this judgment in the newspapers, the affixing of seals and the arrest of the bankrupt, these expenses will be reserved to be paid from the first income. CHAPTER IV: ON THE APPOINTMENT AND REPLACEMENT OF PROVISIONAL TRUSTEES Art. 462.- (Modified by Law 5006 of June 28, 1911, GO 2209 of July 15, 1911). The Commercial Court will appoint, by the judgment declaring bankruptcy, a provisional trustee, and if the bankruptcy proceedings require it, it may, at the request of this provisional trustee, duly justified, increase the number of them to three. The commissioner judge will immediately summon those presumed to be creditors to meet within a period not exceeding fifteen days; he will consult those who attend the meeting, both with respect to the composition of the group of presumed creditors and with respect to the appointment of new trustees. The agreements will be made by secret ballot, and minutes will be drawn up of them, as well as of any objections and observations, which will be sent to the Court. The Court, in view of said record and the status of presumed creditors, as well as the report of the commissioner judge, will confirm the first trustees, if their appointment has been confirmed by the majority of the presumed creditors, and if not, will increase or decrease the number of trustees in accordance with what has been decided by the creditors' meeting and will appoint the persons indicated by the creditors by majority vote. The trustees thus appointed will be permanent; however, they may be replaced by the Commercial Court in the cases and according to the forms that will be determined. The number of trustees may never exceed three; they may be chosen from among persons outside the estate and will receive, whatever their status and after having given an account of their management, the fees granted to them by law. When there is more than one trustee, they will receive the fees that only one would charge. The final trustees must provide a bond, if required by creditors representing one-quarter of the registered liabilities, and this bond, which will be set by the commissioner judge, may not exceed thirty percent of the bankruptcy assets at the time of setting it, nor fall below fifteen percent of the same. This guarantee must be provided in kind or in free real estate representing fifty percent of it, and the Public Prosecutor will register a mortgage on them. Art. 463.- No relative or associate of the bankrupt, up to and including the fourth degree, may be appointed as trustee. Art. 464.- When there is a need to proceed with the addition or replacement of one or more trustees, they will be referred to the commercial court by the commissioner judge; and the appointment will proceed in the manner provided for in article 462. Art. 465.- When many trustees have been appointed, they may only act collectively. However, the commissioner judge may give one or more of them special authorization to separately manage certain acts of administration; and in the latter case, the authorized trustees will be solely responsible. Art. 466.- If claims arise against any of the operations of the trustees, the commissioner judge will decide within three days, unless there is an appeal to the commercial court. The decisions of the commissioner judge will be executed provisionally. Art. 467.- The commissioner judge may propose the revocation of one or many of the trustees, either because of the claims made to him by the bankrupt or the creditors, and even ex officio. If within the following eight days the commissioner judge has not resolved anything regarding the claims that have been addressed to him, these may be presented to the court, which, in council chamber, will hear the report of the commissioner judge and the explanations of the trustees and will pronounce in hearing regarding the revocation. CHAPTER V: POWERS OF THE TRUSTEES SECTION 1A.: GENERAL PROVISIONS Art. 468.- If the seals have not been affixed before the appointment of the trustees, the trustees shall request the justice of the peace to affix them. Art. 469.- The commissioner judge may also, at the request of the trustees, dispense them from affixing seals, and authorize them to remove them: 1st. of the clothing, dresses, furniture and effects necessary to the bankrupt and his family; whose delivery will be authorized by the commissioner, in view of their condition, which the trustees will submit to him; 2nd. of the objects exposed to immediate deterioration or imminent depreciation; 3. of the objects used in the operation of the commercial establishment, when this operation cannot be interrupted without prejudice to the creditors. The objects specified in the two preceding paragraphs will be inventoried immediately by the trustees with an appraisal, in the presence of the justice of the peace, who will sign the minutes. Art. 470.- The sale of objects exposed to deterioration, or imminent depreciation, or whose conservation is costly, and the operation of the commercial establishment, will take place at the discretion of the trustees, with prior authorization from the commissioner judge. Art. 471.- The books will be removed from the seals and sent by the justice of the peace to the trustees, after having certified them at the foot: he will summarily state, in his record, the condition in which said books are found. Also extracted from the seals, described and sent by the justice of the peace to the trustees for collection, all commercial effects in portfolio, short term, susceptible of acceptance, and for which it is necessary to exercise conservatory acts. The invoice for said items will be sent to the commissioner judge. The remaining debts will be collected by the trustees, upon receipt. The letters addressed to the bankrupt will be delivered to the trustees, who will open them, and the bankrupt may attend this operation if he is present. Art. 472.- According to the apparent state of the bankrupt's business, the commissioner judge may propose his release, by means of a provisional safe conduct. If the court grants safe conduct, it may require the bankrupt to provide a surety who will appear whenever called, under penalty of paying a sum that the court will determine, and which will be returned to the estate. Art. 473.- If the commissioner judge does not propose that the bankrupt be given safe conduct, the latter may submit his request to the commercial court, which will decide in a public hearing, after hearing the commissioner judge. Art. 474.- The bankrupt may obtain for himself and his family, from the bankruptcy assets, the food assistance that the commissioner judge may designate, at the proposal of the trustees, except for the appeal to the court, in case of a response. Art. 475.- The trustees will call the bankrupt to balance and close the books in his presence. If he does not appear, he will be ordered to do so within forty-eight hours at the latest. The bankrupt, whether or not he has obtained safe conduct, may appear through a representative, provided that he justifies having legitimate causes of excuse, recognized by the commissioner judge. Art. 476.- When the bankrupt has not deposited the balance sheet, the trustees will prepare it immediately, with the help of the bankrupt's books and papers, and with the data that can be obtained, depositing them in the secretariat of the commercial court. Art. 477.- The commissioner judge is authorized to question the bankrupt, his dependents and employees, and any other person, both regarding the preparation of the balance sheet, and regarding the causes and circumstances of the bankruptcy. Art. 478.- When a merchant has been declared bankrupt after his death, or when the bankrupt dies after the declaration of bankruptcy, his widow, children and heirs may appear or be represented to substitute for him in the preparation of the balance sheet, and in the other bankruptcy operations. SECTION 2A: BREAKING OF SEALS, AND INVENTORY Art. 479.- Within three days after their appointment, the trustees will require the breaking of the seals, and will proceed to the formation of the inventory of the bankrupt's assets, who will be summoned beforehand so that he may be present. Art. 480.- As the seals are removed, the trustees will prepare the inventory in duplicate in the presence of the justice of the peace, who will sign it in each action. One of the inventories will be deposited in the secretariat of the commercial court within twenty-four hours of its completion, and the other will remain in the possession of the trustees. Thus, for the drafting of the inventory, as well as for the estimation of the objects to be inventoried, the trustees have the power to choose to assist them the people they deem appropriate. The objects that, according to article 469, are not under seal, and have been previously inventoried and valued, will be checked. Art. 481.- In the event that after the death of a merchant a declaration of bankruptcy occurs, and an inventory has not been made prior to such declaration, or when the death of the bankrupt occurs before the inventory begins, it shall be done immediately, in accordance with the previous article, summoning the heirs beforehand so that they may be present. Art. 482.- Trustees are obliged, in every bankruptcy, within fifteen days of having entered into their functions or of being confirmed in them, to send to the commissioner judge a memorandum, or summary account of the apparent state of the bankruptcy, of its main causes and circumstances, and of the character it appears to have. The commissioner judge will immediately transmit said report to the prosecutor, with any observations he deems appropriate. If the referral is not made within the prescribed time limits, the commissioner judge must notify the prosecutor about the case, indicating the reasons for the delay. Art. 483.- The prosecutor may travel to the bankrupt's domicile and attend the preparation of the inventory; and at all times he has the right to request that all acts, books or papers related to the bankruptcy be communicated to him. SECTION 3A.: ON THE SALE OF GOODS AND FURNITURE AND ON THE COLLECTION OF ACTIVE DEBTS Art. 484.- Once the inventory is completed, the goods, money, securities, books, papers, furniture and other effects of the debtor will be delivered to the trustees, who will take charge of them, giving a receipt at the foot of said inventory. Art. 485.- The trustees, under the supervision of the commissioner judge, will continue to collect the outstanding debts. Art. 486.- The commissioner judge may, after summoning the bankrupt party, authorize the trustees to sell the movable goods or merchandise. The judge himself will decide whether the sale will be done amicably, or by public auction through brokers and other public officials who have the authority for the case. The trustees will choose from among the class of public officials indicated by the commissioner judge, the one they wish to employ. Art. 487.- With the authorization of the commissioner judge, and after the bankrupt has been summoned, the trustees may compromise on all the claims that concern the bankruptcy estate, even those that relate to real estate rights and actions. If the object of the transaction is of an indeterminate value or exceeds sixty pesos, the transaction will not be mandatory until it has been approved, namely: by the commercial court, if the transactions relate to movable property rights; and by the court of first instance, when the transactions relate to immovable property rights. The bankrupt will be summoned to appear at the homologation ceremony, and will in all cases have the right to oppose it. Their opposition will be sufficient to prevent the transaction, if it concerns real estate. Art. 488.- If the bankrupt is free, or if he has obtained safe conduct, the trustees may employ him for the ease and clarification of their management. The commissioner judge will set the working conditions for the bankrupt. Art. 489.- The money from sales or collections, less the amounts that the commissioner judge estimates may amount to the expenses and costs, will be deposited immediately in the public treasury. Within three days of the deposit being made, the proof shall be presented to the commissioner judge; and in case of delay, the trustees shall pay interest on the amounts that they have not deposited. Neither the funds deposited by the trustees, nor any other funds deposited by third parties on behalf of the bankruptcy, may be withdrawn, except by virtue of an order from the commissioner judge. If there are any objections, the trustees must first obtain the release of the attachment. The commissioner judge may order that the deliveries be made by the treasury directly into the hands of the bankruptcy creditors, according to the distribution statement that the trustees will form and that he approves. SECTION 4A.: OF THE CONSERVATORY ACTS Art. 490.- The trustees are obliged, from the moment they take office, to do all the acts necessary for the preservation of the rights of the bankrupt against his debtors. They have the duty to require the registration of a mortgage on the properties of the bankrupt's debtors, if the bankrupt has not already done so. The registration will be carried out in the name of the bankruptcy creditors by the trustees, who will attach to the invoices a certificate justifying their appointment. Similarly, the trustees are obliged to make registrations in the name of the creditors' estate, on the bankrupt's properties, of which they are aware of the existence. Registration will be received by means of a simple invoice, which relates to the bankruptcy and indicates the date of the judgment by which the trustees were appointed. SECTION 5A.: VERIFICATION OF CREDITS Art. 491.- From the day a judgment declaring bankruptcy is issued, the creditors of the bankrupt may deliver their titles to the secretary of the court, with an invoice indicating the amounts they claim. The secretary will give receipts to the interested parties, and will prepare a statement of the creditors and their credits, and will not be responsible for the titles he receives, but for five years, counted from the day on which the verification act begins. Art. 492.- Creditors who, at the time of the confirmation or replacement of the trustees, in compliance with the third paragraph of article 462, have not submitted their titles, will be immediately warned by insertions in the newspapers, and by letters from the secretary, that they must appear personally or through attorneys, within twenty days, counted from the date of the insertions, to the bankruptcy trustees and deliver their titles, accompanied by an invoice indicating the amount claimed by them, unless they prefer to deposit them in the secretariat of the commercial court. You will be given a receipt for the titles and invoices. With respect to creditors domiciled in the territory of the Republic, outside the place where the court in charge of the bankruptcy proceedings is located, the term of twenty days will be increased by one day for every three leagues of distance between the place where the court is located and the domicile of the creditor. And as regards creditors domiciled outside the territory of the Republic, the term will be increased, in accordance with the rules of article 73 of the Code of Civil Procedure. Art. 493.- The verification of the claims will begin within three days of the expiration of the periods determined by the first and second paragraphs of the previous article; it will continue without interruption, and will be carried out in the place, day and time indicated by the commissioner judge. This indication must mention the notice to creditors, prescribed by the same article. However, the creditors will be summoned a second time for the same purpose, both by letters from the secretary and through newspapers. The claims of the trustees will be examined by the commissioner judge; the others will be examined contradictorily between the creditor or his attorney, and the trustees, in the presence of the commissioner judge, who will draw up a record of this. Art. 494.- Any creditor whose claims are verified, or appear in the balance sheet, may attend the verification of the claims and make the observations made and to be made. The bankrupt will have the same right. Art. 495.- The verification record shall indicate the address of the creditors and their representatives; it shall also contain a summary description of the titles; it shall mention the amendments, erasures and interlineations, and it shall state whether the credit has been admitted or disputed. Art. 496.- In any case the commissioner judge may, even ex officio, order the exhibition of the creditor's books, or request, by means of a compulsory, that an extract of them be sent to him made by the judge of the place where said books are found. Art. 497.- Once a credit has been admitted, the trustees will sign the following declaration on each of the titles: «Admitted to the liabilities of the bankruptcy of…for the amount of…the…» The commissioner judge will endorse the declaration. Each creditor, within eight days at the latest, after their credit has been verified, has the obligation to ratify before the commissioner judge the truth and sincerity of said credit. Art. 498.- If the credit is disputed, the commissioner judge may, without the need for summons, refer the incident, in a short time, to the commercial court, which will judge in view of his report. The commercial court may order that an information be made before the commissioner judge regarding the facts, and that for this purpose the persons who can provide some clarifications be summoned before him. Art. 499.- When the claim for the admission of a credit is brought before the commercial court, this court, if the case is not yet in the state of a final judgment, before the end of the time limits set with respect to persons domiciled in the Republic, by articles 492 and 497, will order, according to the circumstances, that the convocation of the meeting for the formation of the concordat be suspended or carried out. In the latter case, it may decide provisionally that the creditor whose claim is being discussed be admitted to the deliberations for the amount that the judgment itself will determine. Art. 500.- When the claim is brought before a civil court, the commercial court will decide whether the proceedings are suspended or whether they should continue; in the latter case, the civil court to which the matter is submitted, judging in a short term, at the request of the trustees, notified to the creditor whose claim is being discussed, and without further proceedings, will decide whether the claim will be provisionally admitted and for what amount. In the event that a credit is the subject of criminal or correctional proceedings, the commercial court may also order the suspension of the proceedings; but, if it orders that they must continue, it may not grant provisional admission, nor may the holder of such credit take part in the bankruptcy proceedings, until the competent courts have ruled. Art. 501.- In bankruptcy agreements, a creditor whose privilege or mortgage is the only issue in dispute will be admitted as an ordinary creditor. Art. 502.- Once the time limits determined by Articles 492 and 497 have expired with respect to persons domiciled in the Republic, the formation of the concordat and the other bankruptcy operations will proceed, under the exception indicated in Articles 567 and 568 in favor of creditors domiciled outside the territory of the Republic. Art. 503.- In the absence of appearance and ratification in the terms indicated for both by articles 492 and 497, the non-appearing creditors, known or unknown, will not be included in the distributions that must be made; however, the path of opposition will remain open to them until the distribution of the amounts in cash exclusively, but the costs of the opposition will always be at their expense. The opposition may not suspend the execution of the distributions authorized by the commissioner judge; but if before a judgment is rendered on the opposition, there is cause for new distributions, the opposing creditors will be included in this for the amount that the court will provisionally determine, which will be reserved until a judgment is rendered on the opposition. If the opponents are subsequently recognized as creditors, they may not claim anything regarding the distributions authorized by the commissioner judge; but they will have the right to extract from the assets that have not yet been distributed, the dividends that corresponded to their credits in the first distributions. CHAPTER VI: OF THE CONCORDAT AND THE UNION SECTION 1A.: OF THE CONVOCATION, AND OF THE MEETING OF CREDITORS Art. 504.- Within three days after the prescribed deadlines for ratification, pursuant to Article 497, the commissioner judge shall summon, through the secretary, all creditors whose claims have been verified and ratified or provisionally admitted, to deliberate on the formation of the concordat. The purpose of the call for applications will be indicated in the advertisements that will be published in the newspapers and in the invitation letters. Art. 505.- The creditors' meeting will be held under the chairmanship of the commissioner judge, at the place, day and time that he has set; the creditors, whose claims have been verified and ratified or provisionally admitted, will appear at the meeting personally or through proxies. The bankrupt will be summoned to this meeting, and must appear in person, if he has been excused from arrest, or if he has obtained safe conduct. He may not be represented at the Board, except for justifiable reasons, approved by the commissioner judge. Art. 506.- The trustees will give the board a report on the state of the bankruptcy, the formalities that have been completed and the operations that have been carried out. The broken man will be heard. The trustees will sign the report and deliver it to the commissioner judge, who will draw up a record of what was said and decided at the meeting. SECTION 2A.: OF THE CONCORDAT PARAGRAPH I°: OF THE FORMATION OF THE CONCORDAT Art. 507.- No agreement may be consented between the deliberating creditors and the bankrupt debtor, except after the formalities previously prescribed have been fulfilled. The agreement will only be established by the participation of a number of creditors who form the majority and represent, at the same time, three-quarters of the total of the claims verified and ratified, or provisionally admitted, in accordance with section 5a. of Chapter V; all under penalty of nullity. Art. 508.- Creditors with mortgage credits, registered or exempt from registration, and privileged creditors or those with a pledge, will not have a voice in the operations relating to the concordat for said credits, which will not be instructed in it, unless they waive their mortgages, pledges or privileges. The vote given for the concordat carries with it, by right, this renunciation. Art. 509.- The concordat will be signed in the same session, under penalty of nullity. If it had been consented to only by the numerical majority of the creditors, or by the majority of three-quarters of the total sum of the credits, the agreement will be transferred to the eighth for the entire term; in this case, the resolutions adopted and the adherences given at the time of the first meeting will be without effect. Art. 510.- If the bankrupt has been convicted of fraudulent bankruptcy, the concordat cannot be signed. When the proceedings for fraudulent bankruptcy have been initiated, the creditors will be summoned to decide whether they reserve the right to deliberate on a composition agreement, in the event that the bankrupt is acquitted, and whether they consequently suspend all decisions until the outcome of the prosecutions is known. This suspension may only be pronounced by the majority in number of creditors and in sum of values, determined by article 507. If, at the end of the suspension, there is a place to deliberate on the concordat, the rules established by the preceding article will be applicable to the new agreements. Art. 511.- If the bankrupt has been condemned for simple bankruptcy, the concordat may be formed. However, if the proceedings have already begun, the creditors may suspend their deliberations until after the outcome of those proceedings, in accordance with the provisions of the previous article. Art. 512.- All creditors who had the right to participate in the concordat, or whose rights were recognized afterwards, may file an objection. The opposition must be justified and must be notified to the trustees and the bankrupt within eight days after the concordat, under penalty of nullity; and it will contain a summons for the first hearing of the commercial court. When only one trustee has been appointed, and he is opposed to the concordat, he must request the appointment of one to replace him, and with whom he will be obliged to fill the forms prescribed in this article. If the judgment on the opposition is subordinated to the resolution of extraneous issues which, by reason of the subject matter, are not within the competence of the commercial court, this court shall refrain from giving judgment until after the decision of such issues; but it shall set a short term, within which the opposing creditor must go to the competent judges and justify his efforts. Art. 513.- The homologation of the concordat will be continued before the commercial court, at the request of the most diligent party; the court may not rule before the expiration of the eight-day period, set by the preceding article. If objections arise during that period, the court will rule on them and on the approval by a single judgment. If the opposition is admitted, the annulment of the concordat will be pronounced in relation to all interested parties. Art. 514.- In all cases, before the homologation is ruled upon, the commissioner judge shall give the commercial court a report on the characteristics of the bankruptcy and on the admissibility of the concordat. Art. 515.- In the event of non-compliance with the rules prescribed above, or when there are reasons deduced, whether of the public interest, or of the interest of the creditors, that seem reasonable and sufficient to prevent the concordat, the court will refuse homologation. PARAGRAPH 2: ON THE EFFECTS OF THE CONCORDAT Art. 516.- The approval of the concordat makes it mandatory for all creditors, whether or not they appear on the balance sheet, verified or not verified, and even for creditors domiciled outside the territory of the Republic, as well as for those who, by virtue of articles 499 and 500, have been provisionally admitted to deliberate, whatever the amount that the final judgment may subsequently attribute to them. Art. 517.- The homologation will preserve for each of the creditors, on the bankrupt's real estate, the mortgage registered by virtue of the third paragraph of article 490. For this purpose, the trustees will register the homologation judgment in the mortgage office, unless otherwise decided by the concordat. Art. 518.- No action for annulment of the concordat will be admitted after the homologation, except for cause of fraud discovered after it, originating either from the concealment of the asset, or from the exaggeration of the liability. Art. 519.- From the moment the homologation sentence has acquired the authority of res judicata, the functions of the trustees will cease, who will deliver to the bankrupt his final account, in the presence of the commissioner judge; this account will be discussed and settled. The same trustees will restore the bankrupt to the entirety of his assets, books, papers and effects. The bankrupt will give them a discharge and a record of everything will be made by the commissioner judge, who will cease his functions. In the event of a dispute, the commercial court will decide. PARAGRAPH 3°.: ON THE ANNULMENT OR RESCISSION OF THE CONCORDAT Art. 520.- The annulment of the concordat, whether due to fraud, or because after its homologation there has been a conviction for fraudulent bankruptcy, implies by right the release of the guarantors. If the bankrupt fails to comply with the conditions of his agreement, the rescission of that agreement may be sought against him before the commercial court, with the assistance or formal summons of the guarantors if there are any. The rescission of the concordat will not result in the release of the guarantors who have intervened in it to guarantee its total or partial execution. Art. 521.- When, after the approval of the concordat, the bankrupt is prosecuted for fraudulent bankruptcy, and detained by virtue of a judicial order for this purpose, the commercial court may order those protective measures that are the case. These measures will cease automatically in their effects, from the day of the declaration that there is no cause to continue the case of the exculpation order, or of the acquittal ruling. Art. 522.- In view of the judgment of conviction for cause of fraudulent bankruptcy, or by the sentence that pronounces, either the annulment, or the rescission of the concordat, the commercial court will appoint a commissioner judge, and one or more trustees. These trustees may have the seals affixed; and they shall proceed without delay, with the assistance of the justice of the peace, under the previous inventory, to seize the securities, shares and papers, proceeding at the same time, if there is a place, to draw up a supplementary inventory: they shall also prepare a supplementary balance sheet, and shall have posted by public notices and inserted in the newspapers of the locality or in those that are closest, with the extract of the sentence that appointed them, an invitation to the new creditors, if there are any, so that within the term of twenty days they submit their credit titles to the verification. This invitation will also be made by letters from the secretary, in accordance with Articles 492 and 493. Art. 523.- The verification of the credit titles produced under the preceding article shall proceed without delay. There will be no new verification of previously admitted and affirmed credits; without prejudice, however, to their being rejected or reduced to those that have subsequently been paid in whole or in part. Art. 524.- Once the aforementioned operations have been completed, if no new agreement is reached, the creditors will be summoned so that they may give their opinion regarding the continuation or replacement of the trustees. The distributions will not be made until after the deadlines granted to persons domiciled in the Republic, by articles 492 and 497, have expired with respect to the new creditors. Art. 525.- The acts that the bankrupt makes after the homologation judgment and before the annulment or the rescission of the concordat, will not be annulled, except in case of fraud against the rights of the creditors. Art. 526.- Creditors prior to the concordat will recover the full extent of their rights only with respect to the bankrupt; but they may not appear in the estate except in the following proportions, namely: if they have not received any part of the dividend, for the full extent of their credits; if they have received a part of the dividend, for the portion of their original credits corresponding to the portion of the promised dividend that they have not received. The provisions of this article shall apply to the case in which a second bankruptcy occurs; without there having been a prior annulment or rescission of the concordat. SECTION 3A.: CLOSURE DUE TO INSUFFICIENT ASSETS Art. 527.- At any time when, before the approval of the concordat or the formation of the creditors' union, the course of the bankruptcy operations is interrupted due to insufficient assets, the commercial court, after receiving a report from the commissioner judge, may pronounce, even ex officio, the closure of the bankruptcy operations. This judgment will reinstate each creditor in the exercise of their individual actions, both against the assets and against the person of the bankrupt. The execution of said sentence will be suspended for one month from its date. Art. 528.- Both the bankrupt and any other interested party may, at any time, have the sentence revoked, justifying that there are funds to cover the expenses of the bankruptcy operations, or by depositing in the hands of the trustees, sums sufficient to provide for said expenses. In all cases, the costs of the proceedings carried out under the preceding article must be paid in advance. SECTION 4A.: OF THE UNION OF CREDITORS Art. 529.- Unless a concordat intervenes, the creditors will be fully subject to the union regime. The commissioner judge will consult them immediately, both regarding the acts of management and the usefulness of retaining or replacing the trustees. The privileged creditors, with mortgage or under pledge, will be admitted to that deliberation. A record will be drawn up of the objections and observations of the creditors, and, in view of that document, the commercial court will rule as stated in article 462. Trustees who do not continue in office must render their accounts to the new trustees, in the presence of the commissioner judge, and duly summoning the bankrupt. Art. 530.- Creditors will be consulted whenever it is a matter of knowing whether it is possible to agree on aid to the bankrupt on the bankruptcy assets. When the majority of the creditors present have consented to it, a sum may be agreed upon for the bankrupt, as a maintenance allowance from the bankruptcy assets. The trustees will propose the amount of said sum, which will be determined by the commissioner judge, except for the appeal to the commercial court, solely on the part of the trustees. Art. 531.- When a commercial company is bankrupt, the creditors may obtain the concordat limitedly in favor of one or more of the partners. In this case, all social assets will remain under the union's regime. The personal assets of those with whom the concordat has been consented to will be excluded from it, and the particular agreement made with its owners may not contain a commitment to pay a dividend except on values ​​unrelated to the social asset. The partner who has obtained a particular agreement will be free from all solidarity. Art. 532.- The trustees represent the body of creditors, and are responsible for proceeding with the liquidation. However, creditors may grant them a mandate to continue operating the asset. The agreement that grants them this mandate will determine its duration and scope, and will set the sums they may keep in their possession, in order to provide for costs and expenses. This agreement must be adopted in the presence of the commissioner judge, and by a three-quarters majority of the creditors in number and amount. The path of opposition will be open against the said agreement, the bankrupt, and the dissenting creditors. This objection will not have suspensive effect on the execution of the agreement. Art. 533.- When the operations of the trustees involve commitments that exceed the assets of the union, the creditors who have authorized said operations will be the only ones personally obligated beyond their share in the assets; but only within the limits of the mandate they have conferred; they will contribute in proportion to their credits. Art. 534.- The trustees are charged with promoting the sale of the bankrupt's real estate, merchandise, and movable property, and the liquidation of his active and passive debts; all under the inspection of the commissioner judge, and without the need to summon the bankrupt. Art. 535.- The trustees may, in accordance with the rules prescribed by article 487, compromise with respect to all kinds of rights corresponding to the bankrupt, notwithstanding any opposition on the part of the latter. Art. 536.- Creditors in a state of union shall be summoned, at least once in the first year, and, if appropriate, in subsequent years, by the commissioner judge. At these meetings, the trustees must give an account of their management: it will be agreed whether they continue in office or are replaced in the exercise of their functions, according to the forms prescribed by articles 462 and 529. Art. 537.- When the liquidation of the bankruptcy is finished, the commissioner judge will summon the creditors. At this last meeting, the trustees will present their accounts. The bankrupt will be duly summoned. The creditors will issue an opinion on the bankrupt's excusability. For this purpose, a record will be drawn up in which each creditor may record their objections and observations. After this meeting concludes, the union will be dissolved by operation of law. Art. 538.- The commissioner judge will present to the court the agreement of the creditors regarding the excusability of the bankrupt, with a report on the characteristics and circumstances of the bankruptcy. The court will decide whether the bankrupt is excusable or not. Art. 539.- When the bankrupt is not declared excusable, the creditors will be reinstated in the exercise of their individual actions, both against the person of the bankrupt and with respect to his assets. When he is declared excusable, he will remain exempt from bodily restraint with regard to the creditors of his bankruptcy, and these may only exercise their actions on the assets of the bankrupt, except for the exceptions established by law. Art. 540.- The declaration of excusability may not be made in favor of those bankrupt due to fraudulent bankruptcy, swindlers, persons convicted of theft, fraud or breach of trust, nor those responsible for public funds. Art. 541.- No merchant debtor may request to be admitted to the benefit of the property section. However, a concordat may be formed for total or partial abandonment of the bankrupt's assets, observing in such case the rules prescribed in section 2a. of this chapter. This agreement will produce the same effects as other agreements, and will be annulled or rescinded in the same way. The abandoned asset will be liquidated in accordance with paragraphs 2 and 3. and 4th, of article 529, to articles 532, 533, 534, 535 and 536, and paragraphs 1st. and 2th. of article 537. The concordat for abandonment is assimilated to the union for the payment of registration fees. CHAPTER VII: OF THE VARIOUS KINDS OF CREDITORS AND THEIR RIGHTS IN CASE OF BANKRUPTCY SECTION 1A.: OF THE CO-OBLIGATED AND GUARANTEED Art. 542.- The creditor holding obligations subscribed, endorsed or jointly guaranteed by the bankrupt and other co-obligors who are bankrupt, will participate in the distributions in all the masses of assets, and will appear in them for the nominal value of his title, until full payment. Art. 543.- No recourse will be open on account of dividends paid to the bankruptcies of the co-obligors, one against the other, except when the sum of the dividends that these bankruptcies give exceeds the total sum of the credit, for principal and accessories, in which case the excess will be returned, according to the order of the obligations, to those of the co-obligors who have the others as guarantors. Art. 544.- When the creditor, provided with joint and several obligations between the bankrupt and other co-obligors, has received, before the bankruptcy, some amount on account of his credit, he shall not be included in the estate but by deducting said amount on account, and shall retain his right against the co-obligor or the surety, for which he shall remain to be owed. The co-obligor or the guarantor, who has made the partial payment, will be included as a creditor in the same mass for everything that he has paid on behalf of the bankrupt. Art. 545.- The concordat will not prevent creditors from retaining their right of action for the full amount of their debts against the obligors of the bankrupt. SECTION 2A.: OF CREDITORS WITH PLEDGED PROPERTY AND OF THOSE WHO HAVE PRIVILEGE OVER MOVABLE PROPERTY Art. 546.- The creditors of the bankrupt who are validly provided with a pledge, will not be registered in the estate except for memory. Art. 547.- The trustees may at any time, with the authorization of the commissioner judge, discharge the pledges for the benefit of the bankruptcy, satisfying the amount of the debt. Art. 548.- In the event that the pledge is not exercised by the trustees, if it is sold by the creditor for a price that exceeds the credit owed, the excess will be recovered by the trustees; and if the price is less than said credit, the creditor with pledge will enter the estate pro rata for the difference, as an ordinary creditor. Art. 549.- The wages earned by artisans in direct service to the bankrupt, during the month preceding the declaration of bankruptcy, will be included in the number of privileged credits, in the rank of the privilege established in article 2101 of the Civil Code, for the wages of servants. The same ranking will apply to salaries owed to employees for the six months preceding the declaration of bankruptcy. Art. 550.- Article 2102 of the Civil Code is modified, with respect to bankruptcies, in the following terms: when the lease agreement is rescinded, the owner of real estate related to the industry or commerce of the bankrupt, will have privilege for the last two years of lease accrued before the judgment declaring bankruptcy, for the current year, and for everything that concerns the execution of said contract, and for the damages that the courts may award him. If the contract is not terminated, once the landlord has been satisfied with all accrued rents, he may not demand payment of current or future rents, if the guarantees given to him when stipulating the contract continue, or if those provided to him after the bankruptcy are deemed sufficient. When there is a sale and transport of the furnishings corresponding to the rented properties, the lessor may exercise his privilege, as in the case of the aforementioned rescission, and also, for the annual amount that accrues, counting from the expiration of the current year, whether or not the lease has a certain date. The trustees may continue or assign the contract for the entire time remaining until its termination, and it shall be their responsibility or that of their assignees to retain sufficient funds in the property and to execute, as the terms expire, all the obligations resulting from the law or the agreement; but without being able to change the destination of the places. If the contract contains a prohibition against assigning the lease or subletting, the creditors may not take advantage of the lease except for the time corresponding to the rents that the lessor has received as advances, and always without being able to change the purpose of the places. The privilege and the right of recovery established by number 4 of article 2102 of the Civil Code, for the benefit of the seller of movable goods, shall not be admitted in case of bankruptcy. Art. 551.- The trustees shall present to the commissioner judge the list of creditors who claim to be privileged with respect to the movable property; and the commissioner judge shall authorize, if appropriate, the payment of said creditors with the first amounts that are received. If there is a dispute regarding the privilege, the court will decide. SECTION 3A.: ON THE RIGHTS THAT CORRESPOND TO MORTGAGE AND PRIVILEGED CREDITORS WITH RESPECT TO REAL ESTATE Art. 552.- When the distribution of the amount of the real estate is made prior to that of the amount of the movable property or simultaneously, the privileged or mortgage creditors, who do not result in balances with the amount of the real estate, will participate, in proportion to what remains to be owed to them, with the unsecured creditors, to take part of the cash belonging to the unsecured estate, provided that their credits have been verified and affirmed in accordance with the forms prescribed above. Art. 553.- When one or more distributions of amounts from furniture precede the distribution of the amount of real estate, the privileged and mortgage creditors already verified and confirmed will attend the distributions in proportion to their total credits, and except, when the case occurs, the diversions that will be indicated below. Art. 554.- After the sale of the properties and the final arrangement of the order between the mortgage and privileged creditors, those of them who are in the useful order with respect to the amount of the properties for the total of their credit, will not receive the amount of their mortgage placement, but by deducting the amounts that they have already received from the unsecured estate. The sums allocated for this purpose will not remain in the mortgage estate, but will return to the unsecured estate, for whose benefit the diversion of said sums will be carried out. Art. 555.- As regards mortgage creditors who are only partially invested in the distribution of the proceeds from the real estate, the following procedure will be followed: their rights over the unsecured estate will be definitively graded according to the amounts that remain to be owed to them after their investment in the real estate proceeds, and the sums they have received in excess of said proportion, in the previous distribution, will be deducted from the amount of their mortgage investment and returned to the unsecured estate. Art. 556.- Creditors who are not placed in a useful order will be considered as unsecured, and in that capacity will be subject to the effects of the concordat and all operations relating to the unsecured estate. SECTION 4A: ON THE RIGHTS OF WOMEN Art. 557.- Whenever the husband goes bankrupt, without the real estate contributed by the wife having entered into the community property regime, she will recover the same real estate in kind, as well as those that have fallen to her by inheritance or by inter vivos or testamentary donation. Art. 558.- The woman shall also recover the real estate acquired by her and in her name, with the money from said inheritances and donations, provided that the declaration of this use is expressly stipulated in the acquisition contract and that the origin of the money is shown by inventory or by any other authentic act. Art. 559.- Whatever the regime under which the marriage contract was made, except in the case of the preceding article, there is a legal presumption that the property acquired by the wife of the bankrupt belongs to the husband, has been bought with his money, and must be incorporated into the estate of his assets; without prejudice to the right of the wife to provide proof to the contrary. Art. 560.- The woman may recover in kind the movable effects that have been constituted in her favor by marriage contract or that have fallen to her by succession, inter vivos or testamentary donation, and that have not entered into community, provided that the identity of such objects is proven by inventory or by any other authentic act. If this proof is omitted by the woman, all movable effects, for the use of both the husband and the wife, whatever the regime under which the marriage was contracted, will belong to the creditors, and it will be the responsibility of the trustees, authorized by the commissioner judge, to deliver to the woman the clothes and linen necessary for her use. Art. 561.- The recovery action resulting from the provisions of articles 557 and 558, shall not be exercised by the woman, except by assuming the burden of the debts and mortgages to which the property is legally subject, whether the woman has committed herself to it voluntarily, or has been condemned to such obligation. Art. 562.- When a woman has paid debts for her husband, there is a legal presumption that she has done so with his money, and consequently she may not exercise any action in bankruptcy, except for proof to the contrary, as stated in article 559. Art. 563.- If the husband is a merchant at the time of the marriage, or if, without practicing any other specific profession at that time, he has adopted that of merchant during the course of the same year, the real estate belonging to him at the time of the celebration of the marriage, or that has subsequently fallen to him, whether by inheritance, or by inter vivos or testamentary donation, will only be subject to the mortgage of the wife: 1st. for the cash and movable property that she brought as dowry, or that became her property after the marriage, by inheritance or donation inter vivos or testamentary, and of which she must prove the delivery or payment by an act that has a certain date; 2nd. for the reinvestment of the amount of their alienated assets during the marriage; 3rd. for the compensation of the debts that she may have contracted in the company of her husband. Art. 564.- A woman whose husband was a merchant at the time of the marriage, or whose husband, lacking any other specific profession at the time of the marriage, became a merchant during the year following the marriage, may not exercise any bankruptcy action by virtue of the advantages stipulated in the marriage contract; and in such case, the creditors, for their part, may not take advantage of the advantages granted by the woman to the husband in the aforementioned contract. CHAPTER VIII: ON THE DISTRIBUTION OF PAYMENT AMONG THE CREDITORS, AND ON THE LIQUIDATION OF THE FURNITURE Art. 565.- The amount of the movable assets, after deducting the expenses and costs of the administration of the bankruptcy, the alimony allowances that may have been agreed upon to the bankrupt or to his family, and the sums paid to the privileged creditors, will be distributed to the creditors in proportion to their verified and affirmed claims. Art. 566.- To this end, the trustees shall submit monthly to the commissioner judge an exact account of the state of the bankruptcy and of the money deposited in the public treasury; the commissioner judge shall order, if necessary, a distribution among the creditors, set the amount and ensure that all creditors are notified thereof. Art. 567.- No distribution of payment will be made among creditors domiciled in the Republic, except after the portion of the credits listed in the balance sheet corresponding to creditors domiciled abroad has been reserved. When these credits are not accurately shown on the balance sheet, the commissioner judge may decide to increase the reserve, without prejudice to the right of the trustees to challenge this decision before the commercial court. Art. 568.- This part will be placed in reserve and will remain in the public treasury until the expiration of the term set in the last paragraph of article 492; it will be distributed among the recognized creditors, if those domiciled in foreign countries have not made their credits verified according to the provisions of this Code. The same reservation will be made with respect to credits whose admission has not been definitively established. Art. 569.- The trustees may not make any payment except by virtue of the presentation of the title constituting the credit, on which the note of the payment made by them will be extended, or ordered in accordance with article 489. However, if it is impossible to present the title, the commissioner judge may authorize payment in view of the credit ranking status. In all cases, the creditor will issue a receipt in the margin of the distribution statement. Art. 570.- The creditors' union may be authorized by the commercial court, the bankrupt being duly summoned, to adjust to the amount all or part of the rights and actions that could not be recovered or alienated; in this case, the trustees will carry out the necessary acts. Any creditor may approach the commissioner judge to bring about an agreement of the creditors' union on this matter. CHAPTER IX:

FROM THE SALE OF PROPERTIES BELONGING TO THE BANKRUPT

Art. 571.- From the date of the bankruptcy declaration, creditors may not proceed with the forced expropriation of real estate on which there are no mortgages. Art. 572.- If the expropriation has not begun before the time of the creditors' union, the trustees will only be allowed to promote the sale: they will be obliged to proceed with it in the eighth, through the authorization of the commissioner judge, according to the formalities prescribed for the sale of minors' property. Art. 573.- The subsequent bidding after the adjudication of the bankrupt's real estate, promoted by the trustees, will not take place except under the following conditions and in the following forms: the subsequent bidding must be done within fifteen days of the adjudication; it may not be less than one tenth of the principal price of the adjudication; it will be done in the secretariat of the court of first instance, according to the formalities prescribed by articles 708 and 709 of the Code of Civil Procedure; any person will be admitted to establish it and to attend the adjudication because of said subsequent bidding. This award will be final and cannot be subject to further bidding. CHAPTER X: ON THE CLAIM Art. 574.- In case of bankruptcy, deliveries in commercial paper or other securities not yet paid that are in nature in the bankrupt's stationery at the time of bankruptcy may be claimed, when the owner has made said deliveries with the simple order to collect them and keep the value at his disposal, or has specially allocated them to certain payments. Art. 575.- Goods consigned to the bankrupt as a deposit or to be sold on behalf of the owner may also be reclaimed, in whole or in part, for as long as they exist in nature. The amount or part of the amount of said goods that has not been paid, nor regulated in value, nor offset in current account between the bankrupt and the buyer may also be claimed. Art. 576.- Goods sent to the bankrupt may be reclaimed as long as their delivery has not been made in his warehouses, or in those of the commission agent in charge of selling them on behalf of the bankrupt. However, the claim cannot take place if, before the goods arrive, they were sold, without fraud, on an invoice, bill of lading, or letter of delivery signed by the sender. The claimant will be obliged to reimburse the estate for what was received on account, as well as all advances made for freight or shipping, commission, insurance, other expenses, and pay the sums that are owed for the reasons stated. Art. 577.- The seller may retain the goods that he has sold and that have not been delivered to the bankrupt, or that have not been sent to him or to a third party on his behalf. Art. 578.- In the cases provided for in the two preceding articles, and with the authorization of the commissioner judge, the trustees shall have the power to demand the delivery of the goods, paying the seller the price that the latter had agreed with the bankrupt. Art. 579.- The trustees may, with the approval of the commissioner judge, admit claims for recovery; if there is a response, the court will sentence after having heard the commissioner judge. CHAPTER XI: ON APPEALS AGAINST JUDGMENTS IN BANKRUPTCY CASES Art. 580.- The judgment declaring bankruptcy, and the one that establishes the retroactive effect of the time of the cessation of payments, may be challenged by way of opposition, on the part of the bankrupt, in the eighth; and on the part of any other interested party, during one month. These time limits will be counted from the date on which the formalities of the posting of edicts and the insertion in the newspapers referred to in article 442 have been fulfilled. Art. 581.- After the terms indicated for the verification and affirmation of the credits, no claim by the creditors aimed at setting the date of the cessation of payments will be admitted, for a time other than that resulting from the declaration of bankruptcy or a subsequent ruling. Once these terms have expired, the period of cessation of payments will be irrevocably fixed with respect to the creditors. Art. 582.- The term for filing an appeal against any judgment rendered in bankruptcy matters shall be only fifteen days from the date of its notification. This term will be increased by one day for every three leagues, in favor of the parties who are domiciled at a distance greater than three leagues from the place where the court is established. Art. 583.- The following shall not be subject to appeal or opposition: 1st. 2. the judgments issued in the lawsuits regarding safe passage to the bankrupt, with respect to alimony for him and his family; 3rd. those that authorize the sale of the effects or merchandise belonging to the bankrupt; 4th. those that declare the suspension of the concordat or the provisional admission of contested creditors; 5th. the judgments by virtue of which the commercial court rules on the appeals established with respect to the orders of the commissioner judge, issued within the limits of his powers. TITLE II: ON BANKRUPTCIES CHAPTER I: ON SIMPLE BANKRUPTCY Art. 584.- Cases of simple bankruptcy shall be punished with the penalties established in the Penal Code, and judged by the correctional court at the request of the trustees, any creditor or the prosecutor. Art. 585.- A bankrupt merchant will be declared in simple bankruptcy if he finds himself in one of the following cases: 1st. if their domestic or personal expenses are deemed excessive; 2nd. if he has spent large sums, whether in purely random negotiations, or in fictitious stock or merchandise operations; 3rd. if, with the intention of delaying his bankruptcy, he had made purchases to resell at a lower price; and if, with the same intention, he had contracted loans or put into circulation commercial effects, or had resorted to other ruinous means to procure funds; 4th. if after the cessation of payments he has paid any creditor to the detriment of the estate. Art. 586.- (Modified by Law 5006 of June 28, 1911 GO 2207 of July 8, 1911). A bankrupt merchant may be declared bankrupt if he finds himself in one of the following cases: 1st. if he had entered into commitments on behalf of another without receiving value in return, commitments considered excessive in view of his situation when he entered into them; 2nd. if he were again declared bankrupt without having fulfilled the obligations of the previous concordat; 3. If, being married under the dowry regime or being separated from property, he has not complied with the provisions of articles 69 and 70; 4. if within three days of the cessation of payment, the declaration required by Articles 438 and 439 has not been made in the secretariat of the commercial court, or if said declaration does not contain the names of all the joint associates; 5th. if, without having a legitimate impediment, they have not appeared personally before the trustees, in the cases and time limits set, or if after having obtained safe-conduct they have not appeared before the court. Art. 587.- The costs of the judicial proceedings in simple bankruptcy, promoted by the prosecutor, may not in any case be charged to the bankruptcy estate. In the event of a concordat, the recourse of the public party against the bankrupt for these payments may not be exercised until after the expiration of the terms agreed by said contract. Art. 588.- The costs of the judicial proceedings promoted by the trustees, on behalf of the creditors, will be borne by the estate, if there is an acquittal of the bankrupt; and if there is a conviction, they will be borne by the bankrupt. Art. 589.- Trustees may not initiate judicial proceedings in simple bankruptcy, nor become a civil party on behalf of the estate, except after having been authorized by an agreement of the individual majority of the creditors present. Art. 590.- The expenses of the judicial procedure, promoted by a creditor, will be borne by the bankrupt, if there is a conviction; when there is an acquittal of the bankrupt, they will be borne by the promoting creditor. CHAPTER II: FRAUDULENT BANKRUPTCY Art. 591.- (Modified by Law 5006 of June 28, 1911 GO 2207 of July 8, 1911). He will be declared fraudulently bankrupt and punished with the penalties indicated in the Penal Code: 1st. the bankrupt merchant who has stolen his books, or hidden or disguised part of his assets; 2nd. the bankrupt merchant who has been recognized as having committed fraud in writings, public acts or under private signature or by his balance sheet, thus becoming a debtor of sums that he did not owe; 3rd. 4th. He who has not accurately compiled the inventory or who has not provided in his books his true active and passive situation. Art. 592.- The expenses of the judicial proceedings, in fraudulent bankruptcy, may not, under any circumstances, be applied to the estate. If one or more creditors become civil parties in their personal name, the expenses, in case of acquittal of the bankrupt, will be borne by the party initiating the lawsuit. CHAPTER III: ON CRIMES AND OFFENSES COMMITTED IN BANKRUPTCIES BY PERSONS OTHER THAN THE BANKRUPT Art. 593.- The following shall be punished with the penalties indicated for fraudulent bankruptcy: 1st. persons convinced that they have stolen, hidden or concealed, in the interest of the bankrupt, all or part of the bankrupt's movable or immovable property; without prejudice to the other cases provided for in article 60 of the Penal Code; 2. persons convinced that they have fraudulently presented and ratified fictitious credits in bankruptcy, either in their own name or through an intermediary; 3. persons who, engaging in commerce, in the name of another or with a false name, become guilty of the acts foreseen in article 591. Art. 594.- The spouse, descendants or ascendants of the bankrupt, or their relatives in the same degrees, who have hidden, diverted or concealed effects belonging to the bankruptcy, without having acted in complicity with him, will be punished with the penalties indicated for theft. Art. 595.- In the cases provided for in the preceding articles, the courts shall rule, even if there is an acquittal of the bankrupt: 1st. 2nd. with respect to the damages that may be claimed and that the judgment may indicate. Art. 596.- The trustee who is found guilty of embezzlement in his management, will be punished correctionally with the penalties indicated in article 406 of the Penal Code. Art. 597.- The creditor who has stipulated, either with the bankrupt or with any other person, particular advantages for his vote in the bankruptcy deliberations, or who has made a particular agreement by virtue of which he obtains for his benefit advantages charged to the assets of the bankrupt, shall be punished correctionally with imprisonment not exceeding one year, and a fine not exceeding four hundred pesos. The prison sentence may be increased to two years if the creditor is a bankruptcy trustee. Art. 598.- The agreements will also be declared null and void with respect to any person, and also the bankrupt. The creditor will be obliged to reimburse to whomever is entitled, the sums or values ​​that they have received by virtue of the agreements declared null. Art. 599.- In cases where the annulment of an agreement of the expressed nature is promoted through civil proceedings, the action will be exercised before the commercial courts. Art. 600.- The sentences of conviction, given by virtue of this chapter and the preceding ones, will be fixed by edicts, and will be published according to the forms established by article 42 of this code, the costs of all of this being borne by the convicted. CHAPTER IV: ON THE ADMINISTRATION OF ASSETS IN CASE OF BANKRUPTCY Art. 601.- In cases of proceedings and conviction for simple or fraudulent bankruptcy, civil actions, other than those mentioned in Article 595, shall be conducted separately; and the provisions relating to property, prescribed for bankruptcy, shall be executed, without being able to be attributed to the correctional or criminal courts or assumed by them. Art. 602.- However, the trustees will be obliged to deliver to the prosecutor the documents, titles, papers and data that are requested of them. Art. 603.- The documents, titles and papers delivered by the trustees, will be kept during the investigation of the case, in a state of communication through the secretary of the court; this communication will take place at the requests of the trustees, who may take out the private documents or request the authentic ones, which will be issued to them by the secretary. The documents, titles and papers whose judicial deposit has not been ordered, will be delivered, after the sentence, to the trustees who will issue the discharge. TITLE III: ON REHABILITATION Art. 604.- The bankrupt who has fully paid the capital, interest and expenses of all the sums he owes may obtain his rehabilitation. If you are a partner in a bankrupt business, you will not be able to obtain it until you have proven that all the company's debts have been paid in full, including principal, interest and expenses, even if you have been favored by a particular agreement. Art. 605.- All rehabilitation claims shall be directed to the Supreme Court of Justice. The claimant must attach to their application the payment letter and other supporting documents. Art. 606.- The public prosecutor, upon receiving the petition, will send a certified copy of it to the prosecutor and the president of the commercial court of the petitioner's domicile; and if the petitioner has changed his domicile after the bankruptcy, to the domicile of the district in which the bankruptcy took place, instructing them to gather all possible information about the veracity of the facts presented. Art. 607.- To this effect, after due diligence by the prosecutor and the president of the commercial court, a copy of said petition shall be posted for two months, both in the courtrooms of each court, as well as in the stock exchange and in the Town Hall, and shall be inserted by extract in the newspapers, if there are any in the place, and if not, in that of the nearest one. Art. 608.- Any creditor who has not been fully paid the capital, interest and expenses of his credits, and any other interested party may, while the fixation of the copy of the application lasts, form opposition to the rehabilitation, by means of a simple act in the secretariat, supported by supporting documents. The opposing creditor may never be a party to the rehabilitation proceedings. Art. 609.- Once the two-month period has expired, the prosecutor and the president of the commercial court will transmit to the public prosecutor, each separately, the data they have collected and any objections that may have been raised. They will add their opinion on the lawsuit. Art. 610.- The public prosecutor will issue a ruling, either admitting or rejecting the rehabilitation claim. If the claim is rejected, it cannot be reproduced until after one year has passed. Art. 611.- The ruling that rehabilitates the bankrupt will be transmitted to the prosecutors and the presidents of the courts that received the claim. These courts will ensure that the ruling is read publicly and transcribed into the records. Art. 612.- The following shall not be admitted to rehabilitation: those who have committed fraudulent bankruptcy; those convicted of theft, fraud or breach of trust; fraudsters; guardians, administrators or other accountants who have not rendered and settled their accounts. A simple bankrupt who has served the sentence to which he was condemned may be admitted to rehabilitation. Art. 613.- A bankrupt merchant may not be listed on the stock exchange unless he has been rehabilitated. Art. 614.- The bankrupt may be rehabilitated after his death.