E. Return of benefits

I. In general

¹ Shareholders and members of the board of directors and their close associates who have unduly and in bad faith received divaidends, shares of profits paid to board members, other shares of profits or interest before commencement of operations are obliged to return such benefits.

² They are likewise obliged to return other benefits received from the company to the extent these are manifestly disproportionate to the performance rendered in return and to the company’s economic situation.

³ The claim for restitution accrues to the company and the shareholder; the latter sues for performance to the company.

⁴ The obligation to return such benefits prescribes five years after they were received.