Article 540 — Contributions in kind

1/ Where the member makes a contribution in kind, the nature and the value of the contribution (or its estimate) shall be indicated expressly in the declaration submitted pursuant to Sub-Article (2)(h) of Article 536 2/ the member shall appoint, where there is contribution in kind, an auditor for the formation proceedings who shall verify the value of the contributions in kind. 3/ The auditor shall determine the method of valuation of contributions in kind and state that in the valuation report. 4/ the valuation by the auditor shall prevail over that of the member where the valuation by the latter is bigger than that of the auditor. 5/ the member and the auditor shall be jointly and severally for damage caused to third parties owing to overvaluation of the contribution in kind. 6/ No action may be brought on grounds of overvaluation under Sub-Article 5 of this Article after five years from the date on which the contribution was duly made to the company.