Article 39
Where the laws of a Member State authorise total or partial redemption of the subscribed capital without reduction of the latter, they shall at least require that the following conditions are observed:
1. where the statutes or instrument of incorporation provide for redemption, the latter shall be decided on by the general meeting voting at least under the usual conditions of quorum and majority; where the statutes or instrument of incorporation do not provide for redemption, the latter shall be decided upon by the general meeting acting at least under the conditions of quorum and majority laid down in Article 44; the decision must be published in the manner prescribed by the laws of each Member State, in accordance with Article 3 of Directive 2009/101/EC;
2. only sums which are available for distribution within the meaning of Article 17(1) to (4) may be used for redemption purposes;
3. shareholders whose shares are redeemed shall retain their rights in the company, with the exception of their rights to the repayment of their investment and participation in the distribution of an initial dividend on unredeemed shares.