Article 194. Special purpose company.

1. For awards above the threshold referred to in Article 14, paragraph 1, letter a), the tender notice for the awarding of a concession in the form of project finance requires the successful tenderer to establish a special purpose company in form of joint-stock or limited liability company, including consortium. The tender notice indicates the minimum amount of the company's share capital. In the case of a competitor made up of multiple entities, the offer indicates, under penalty of exclusion, the share of participation in the share capital of each entity. 2. The works to be carried out and the services to be provided by the special purpose companies are intended created and provided on their own even if they are entrusted directly by the aforementioned companies to their shareholders, original or successors, provided that they are in possession of the requirements established by the current legislative and regulatory provisions. 3. The special purpose company, without this constitutes transfer of contract, takes over the concession relationship without the need for administrative approval or authorization. It replaces the successful tenderer in all relations with the granting body. In the case of payment of a price during construction by the granting body, the members of the company remain jointly and severally liable with the special purpose company towards the administration for any reimbursement of the contribution received. Alternatively, the special purpose company can provide the public administration with bank and insurance guarantees for the repayment of the sums paid as the price during construction, thus freeing the members. The guarantees cease on the date of issue of the test certificate of the work. The concession contract establishes the methods for the possible transfer of the shares of the special purpose company, without prejudice to the fact that the members who have contributed to forming the qualification requirements are required to participate in the company and to guarantee, within the limits set out above, the good fulfillment of the concessionaire's obligations up to the date of issue of the work testing certificate. The entry into the share capital of the special purpose company and the disinvestment of shareholdings by banks and other institutional investors, referred to in article 193, paragraph 1, fourth sentence, which have not contributed to forming the requirements for qualification, may however, take place at any time. 4. The concession contract also regulates the methods of replacing members of the special purpose company who, during the execution of the contract, lose the qualification requirements. 5. The standard tender for the The award of a contract pursuant to paragraph 1 also includes the outline of the agreement to be attached to the tender documents. EFFECTIVE FROM: 1 July 2023