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y reducing the capital. The transfer of shares must be made through a legal document and will nothave effect until it is recorded at the Public Registry of Commerce.D) ADMINISTRATIONThe administration and representation of limited corporations can be delegated to one or moremanagers, who may or may not be partners, with the same rights and obligations as corporatedirectors. There are no limitations to their mandate.Managers are unable to act on their own in business operations included in the objectives of the S.R.L.,nor may they assume the representation of a third party of a commercial enterprise with similarcommercial practice without express authorization of the partners. Managers are wholly responsiblebefore the S.R.L. for bad administration or for breach of contract.E) DECISIONS RESOLVED BY PARTNERSAll partners have a right to take part in the decisions of any undertaking. If the S.R.L. contract does notdetermine the way in which the partners shall resolve matters, then the norms ruling the corporationshall be applied. Any decision that changes the objectives of the S.R.L., transforms, merges it withother undertakings or reviews the contract, such as to raise the responsibility of the partners, shallrequire partners’ unanimous consent. The majority of capital holders shall approve decisions. Eachshare represents one vote.F) RESERVE FUNDFive percent (5%) of the net profits shall be destined to each exercise to form a reserve fund untilreaching twenty percent (20%) of the S.R.L.’S capital.G) BOOKS AND RECORDSAn S.R.L. must keep the same books and records as a corporation, except for the shareholder’sregister. The same stamping and registration formalities apply.H) DISSOLUTION29Berkemeyer Attorneys and Counselors | Asunción - Paraguay