Subsection 2: Formation without a public offer or with a public offer referred to in 1° or 2° of Article L. 411-2 of the Monetary and Financial Code or in Article L. 411-2-1 of the Monetary and Financial Code.

Where no public offer is made, or where a public offer mentioned in 1° or 2° of Article L. 411-2 of the Monetary and Financial Code or article L. 411-2-1 of the same code, the provisions of subsection 1 shall apply, with the exception of articles L. 225-2, L. 225-4, L. 225-7, the second, third and fourth paragraphs of Article L. 225-8 and articles L. 225-9 et L. 225-10.

Payments are evidenced by a certificate from the depositary drawn up, at the time the funds are deposited, on presentation of a list of shareholders showing the sums paid by each of them.

The Articles of Association contain the valuation of the contributions in kind. This is done in the light of a report appended to the Articles of Association and drawn up, under his responsibility, by a contributions auditor. If special benefits are stipulated, the same procedure is followed.

The Articles of Association are signed by the shareholders, either in person or by a proxy holder with special authority, after the custodian’s certificate has been drawn up and after the report provided for in Article L. 225-14.

The first directors or members of the Supervisory Board are designated in the Articles of Association.

The voting rights and dividend rights of shares or share denominations issued in breach of this sub-section are suspended until the situation is rectified. Any vote cast or dividend paid during the suspension period shall be null and void.