Law 14-2015, Of 3 December, On The Modification Of The Statutes Of The Society Of Breeders, Sa

Original Language Title: Llei 14-2015, del 3 de desembre, de modificació dels estatuts de la societat Ramaders d’Andorra, SA

Read the untranslated law here: https://www.bopa.ad/bopa/027087/Pagines/CGL20151218_13_51_11.aspx

CGL20151218_13_51_11 law 14/2015, of 3 December, on the modification of the statutes of the society of Breeders, SA law 14-2015, of 3 December, on the modification of the statutes of the society of Breeders, SA since the General Council in its session of day 3 of December 2015 has approved the following: law 14/2015, 3 December from modification of the statutes of the society of Breeders, SA preamble in the session 10 December 1998 the General Council approved the law of creation of the company cattlemen, SA that was published in the official bulletin of the Principality of Andorra number 1, January 7, 1999. In the single article of this law is approved the creation of the public company cattlemen, SA in accordance with the by-laws attached in the annex, and through the Government excused 687.1 million the Foundation procedure successively, in the Constitution of the same that I had to get to the marketing of cattle bred and greased by the partners in farms located in the Principality of Andorra in accordance with the rules of production that had been drafting the society and the legislation in force. Should also have the objective of the acquisition of products needed for the breeding and fattening of cattle, raw materials, means of production, and goods and services, to resell them and make them members in the best conditions of price and quality, being able to perform all types of industrial, commercial and financial operations for the fulfillment of that goal. It also provided that the initial capital of the company would be, at least, the set in the regulation of companies and a maximum amount of 25 million pesetas, and the Government had to sign up and pay a percentage of greater than 50% capital and fulfil the formalities necessary for the incorporation of the company.
The additional provision of the law established that the Government could take part in the constituent meeting in order to supplement the articles of Association of the company in accordance with the regulation of companies and the general law on public finance and set the initial capital in accordance with the minimum and maximum established in the law.
By means of public deed before the notary Mr. Isidro Bartumeu Martínez, on 30 July 1999, with the protocol number 2078, was constituted the joint-stock company cattlemen, SA with a founding capital of 16 million pesetas in 1,600 actions nominatives of a nominal value of 10,000 pesetas each one of which Government underwrote 1,206 actions.
By other public deed of the enlargement of share capital, subscription of shares and amendment of the articles of Association, granted in front of the notary Mr. Isidro Bartumeu Martínez, on 25 September 2003, with the number of 3,200 protocol, the overhead for society, SA increased the share capital by 54,091.9 euros. Consequently, the share capital was set at 150,253.3 euros, equivalent of 25 million pesetas that the law of creation of the overhead for society, SA was established as the maximum amount of the share capital of the company. The new shares were subscribed and paid up in full by the Government.
The General Council, by law 1/2004 of 15 January, of the budget for the year 2004, in article 25, authorized the extension of capital of the public company cattlemen, SA, in one or more transactions, up to a maximum of 270,455.45 euros, establishing that the operation or operations for extension, the Government had to sign and disburse the capital that was to ensure that at all times, their participation was greater than 50%.
In the session of October 18, 2007, the General Council approved the law 20/2007, of 18 October, corporations and limited liability. This law provides in the arrangement first, that in the period of one year from the entry into force of this law the companies adapt their articles of this law that contradict its provisions.
Article 2, letter d) and e), of the general law of public finance, approved by the General Council on 19 December 1996, provides that it must be approved by law the statutory modification of companies with the participation of the general administration and the acquisition of shares that involve the acquisition of control in these societies.
In the session of October 13, 2011, the General Council approved the law 13/2011, on the adaptation of the statutes of the society cattlemen, SA in law 20/2007, of 18 October, corporations and limited liability corporation enrolled as well the situation of the society of Breeders, SA before the obligations set by the legislation relating to public limited companies.
In recent years, livestock in Andorra, has had to adapt its business to the demands of the meat sector in order to maintain the level of income needed to make sure the commitments with partners and customers. The current corporate purpose involves difficulties of interpretation in assessing whether all the stages in the breeding, fattening, slaughter, fitting and selling of channels or channels parts are properly reflected.
On the other hand, the Government has stated that at present, do not have the tools to ensure the maintenance of the public service of the Andorran national Abattoir in the event of termination for breach or lack of concurrence of the contract for private management of public services. The possibility that cattlemen, SA could take over, either temporarily or permanently, in these cases, the management of public services of the National Abattoir of Andorra may not be seen that the current object does not contemplate this eventuality.
In accordance with the above considerations, the General Council approved this law.
Unique article. Modification of the statutes of the society of Breeders, SA approves the modification of the statutes of the company cattlemen, SA in accordance with the articles listed in annex.
Repealing provision derogates the law 13/2011, from 13 October, on the adaptation of the statutes of the company cattlemen, SA in law 20/2007, of 18 October, corporations and limited liability in everything that is opposed to this law.
First final provision

Authorises the Government to adopt all the provisions necessary for the implementation of this law and he empowers likewise for the performance of all the legal formalities necessary for this purpose.
Second final provision this law enters into force on the same day to be published in the official bulletin of the Principality of Andorra.
Casa de la Vall, 3 December 2015 Vicenç Mateu Zamora Syndic General Us the co-princes the sancionem and promulguem and let's get the publication in the official bulletin of the Principality of Andorra.
François Hollande Joan Enric Vives Sicília and President of the French Republic and the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra Annex statutes of the company cattlemen, SA i. name, object, registered office and duration Article 1. Name With the name of "cattlemen, SA" is made up of a limited company which is governed by the present articles of Association, by the internal regulations of operation that the general meeting approve it, by law 20/2007, of 18 October, corporations and limited liability, and for the rest of the legislation in force in the Principality of Andorra.
Article 2. Object 1. The society aims to the marketing of cattle bred and greased by the partners in farms located in the Principality of Andorra in accordance with the rules of production that will develop the society, the rules approved by the Government and the legislation in force. It also aims at the acquisition of products needed for the breeding and fattening of cattle, raw materials, means of production, and goods and services, to resell them and make them members in the best conditions of price and quality. Whenever the situation requires it, the company may acquire cattle from third persons who are not members when the lack of domestic supply can cause problems due to lack of marketing the product.
2. In addition, the company also aims to the sacrifice of livestock, the Exchange, export, cutting and processing, distribution, transport, freezing, storage, conditioning, the sale of channels, cutting meat and fresh and frozen menuderies of sheep species, goats, bovine and equine. The company is equally to the management and operation of sales to get rid and slaughterhouses, public and private, through the modalities set out in the legislation, and, in the case of public slaughterhouses, as long as it takes to ensure the provision of the public service.
3. For the fulfilment of social objectives established, the general meeting of shareholders can create convenient sections and approve the regulations of the internal operation of the same society as sections and the regulations of production for breeding, handling and feeding of cattle to market, which must be necessarily respected by members.
4. The company may also carry out complementary activities, supplementary form, the parent indicated that tend to a better development of the society and contribute to the development and improvement of breeding and fattening of cattle in the Principality of Andorra.
5. The above-mentioned activities can be carried out by the society, as directly as indirectly through the ownership of shares and participations in companies of similar object or by any other form accepted in law.
6. When the law requires a professional qualification for the exercise of any of the activities included in the corporate purpose, must be made by means of the person who holds the degree.
Article 3. Registered office 1. The registered office is fixed at the Level, building Prat del Rull, 1st floor, Office 1.7, of Andorra la Vella.
2. The company may establish branch offices, branches or agencies elsewhere in the Principality of Andorra or abroad, always in accordance with the legal regulations in force in the Principality.
Article 4. Duration the duration of the company is indefinite counting from the day on which to acquire legal personality, in accordance with the legal provisions in force in the Principality.
II. Members Article 5. Requirements and admission procedure 1. Because a person is admitted as a partner must meet the following requirements: a) to be registered in the Padral of the Government as an active holder of a farm.
b) meet the requirements provided for in the present articles of Association.
c) Was previously included in the list of sponsors that included in the deed of incorporation of the company or to apply for admission to the Board of Directors in the manner provided for in the present articles of Association and in the internal regulations.
d) Subscribe or acquire, in accordance with the sections created by the company, the shares representing the share capital determined by the internal regulations of the company according to the head of cattle registered in the Padral of the Government in the name of the applicant or of the fattening that you recognize.
2. The application for admission as a member of the society will be presented to the Board of Directors with the documents proving compliance with the requirements set out above.
3. The Board of Directors, after the report of the Technical Committee established by the internal rules, a resolution in writing within a period of 30 days the admission or denial of the request. The denial may only be based on the fulfilment of the necessary requirements for the condition of Member.
4. Against the resolution of the Board of Directors will be able to go in the period of 15 days to the general meeting of shareholders who will decide, by secret ballot, in the next Assembly to celebrate.
Article 6. Rights of the partners the partners have the right to: a) attend the ordinary and extraordinary meeting of shareholders of the company.
b) participate in the distribution of social benefits, in accordance with the result of the balance of accounts of every social practice and in accordance with the distribution proposal approved by the Board, as well as the resulting heritage, in the event of liquidation.
c) vote at the General meetings when you have the number of shares that confer statutory vote.
d) Elect and be elected to the offices of the governing bodies of the company.
e) Get information on their economic and social rights in accordance with the legislation in force.
f) Have preemptive right in the case of issuance of new shares.

g) Perceive the price of cattle sold to the society in the conditions set by the internal regulation.
Article 7. Obligations of members 1. The partners are required to comply with the internal regulations of operation and production, breeding and fattening of cattle that are approved.
2. Any breach of the obligation established in the above paragraph may lead to the temporary or definitive exclusion of a member of the livestock marketing channels that fill out and/or the imposition of penalties established by the regulations of the internal workings of the company. This measure will adopt the Board of Directors in sanctioning a, after hearing the interested party, and the decision may be made before the general meeting of shareholders within a period of 15 days from receiving the communication. The general meeting of shareholders resolved the appeal at the next meeting to celebrate.
III. social Capital and actions Article 8. Social capital 1. The share capital of the company is of two hundred seventy thousand four hundred and fifty-five euro and forty cents (EUR 270,455.40) divided into 4,500 actions nominatives numbered 1 to 4,500 inclusive, of a par value of sixty thousand euro and twelve cents (60.1012 EUR) each. This capital may be increased or decreased by resolution of the general meeting adopted in the manner provided for by the present statutes and legislation.
2. The share capital must be fully paid up in the form and proportion that appears in the articles of incorporation or, where appropriate, modification of the capital, where the actions are in accordance with the provisions of the following article.
3. The participation of the Government must be at all times greater than 50%.
4. In any case, it shall respect the maximum percentage of participation of foreign capital established by the legislation.
Article 9. Transmission of shares 1. The transfer of the shares is subject to the rules set out in the following sections.
2. will the transmission of shares between partners carried out by acts among the living as long as they meet the requirements set forth in article 5 and to communicate the transfer to the Board of Directors for the purposes of registration of the new owner.
3. The transfer of shares to third parties in favour of living between events beyond the control of the society can be carried out provided that the acquirer may acquire the status of partner in compliance with the requirements and the procedure laid down in article 5.
4. to hereditary succession of the successors will be able to acquire the condition of Member fulfilling the requirements set out in article 5 of these bylaws and established in the current legislation on foreign investment and public limited companies and limited liability.
5. When to hereditary succession the shares cannot acquire the status of a partner may opt, within a period of 6 months, between transmitting the shares to a third party who may acquire the status of partner or force the company to acquire the shares, either by finding a new acquirer either reducing the capital, with the limitations laid down in article 23 of the law 20/2007 , of 18 October, corporations and limited liability.
6. Will be null and void and ineffective to society any transmission of actions which do not fit in the present by-laws.
IV. Financial Control Article 10. General provision the company will be subject to financial control of the general intervention of the Government, in the terms established in the general law on public finance.
V. Management and administration of the society Article 11. Organs of the society are the governing bodies of the company to the general meeting of members and the Board of Directors.
Of the general meeting of members Article 12. Constitution of the general meeting of members the general meeting of partners is validly constituted at first notice when the partners present or represented holding at least 33 ' 3% of the subscribed capital entitled to vote. In the second call is invalid the Constitution of the general meeting regardless of the share capital present or represented.
Article 13. Powers of the general meeting the general meeting is the collegiate governing body competent society to deliberate and adopt agreements on the following matters: a) the approval of the annual accounts.
b) the implementation of the outcome of the exercise.
c) censorship of the social management.
d) the appointment and revocation of the administrators, liquidators and the auditors.
e) the exercise of the social action against administrators, liquidators and the auditors.
f) the approval of the internal regulations of operation.
g) the approval of the regulations of production, being able to carry out the administrative body modifications that think necessary for the proper functioning of the company, which will be subject to the approval of the general meeting to the next Assembly to celebrate.
h.) The modification of the statutes.
and) the transformation of society.
j) the merger and the split of the company.
k) the dissolution, liquidation and termination of the society.
Article 14. Ordinary general meeting 1. Every year you have to hold a general meeting to deliberate and adopt the agreements corresponding to the subjects indicated above in letters a), b) and c) of the previous article.
2. The ordinary general meeting shall be held on a date contained within 6 months from the start date of a new social exercise.
3. The general meeting mentioned in this article held outside the established period will be valid, without prejudice to the responsibility of the administrators to procrastination produced.
Article 15. Convocation of the general meeting 1. The general meeting must be convened by the Committee of directors or liquidators.
2. The general meeting shall be convened with a minimum of 21 days, the day of the celebration date by registered letter with acknowledgement of receipt.
3. Alternatively the delivery staff to a member of the call with acknowledgement of receipt, you can resort to the means of distance communication which ensure the proof of the sending of the same and its content. Not be necessary the publication of the convocation of the general meeting in any newspaper or any means of communication.
4. The call for the holding of the general meeting has to express the date, place and time of the meeting, both on first call and second, and the order of the day, and indicate the matters that you should try. Between the first announcement and the second should be spent, at least, a period of 24 hours.

5. General meetings will be held at its registered office, or at the place indicated in the notice of meeting, always in Andorran territory.
6. General meetings will be held on the day stated in the notice of meeting, but his sessions may be prorrogades for one or more consecutive days. The extension may agree to the proposal of the Board of directors or at the request of a number of members who represent a quarter of the share capital present at the meeting. Whatever the number of sessions in which held the Board, will be considered only, rising a single record for all sessions.
Article 16. Faculty and must call 1. Without prejudice to the provisions of article 15, the Board of Directors may convene the general meeting whenever it deems convenient for social interests.
2. The Board of Directors must convene the general meeting when they request a number of partners representing at least one tenth of the share capital and expressed in the request are issues that will have to deal with in the meeting.
3. In this case, the Board of Directors must convene the general meeting within the 30 days following the date on which the partners requested the meeting, and to include necessarily the agenda are issues that have been claimed in the application.
Article 17. Judicial notice of the general meeting If the ordinary general meeting provided for in article 14 is not summoned in the legal statutory period or established, any partner may request the call be subpoenaed.
Article 18. Universal general meeting the general meeting is validly constituted as a universal general meeting when there is present or represented the whole social capital and concurrent members unanimously accepted the holding of the meeting and the order of the day.
Article 19. Assistance and representation 1. All members have the right to attend the meeting of the general meeting.
2. The Member may be represented by another person, even if that is not a partner.
3. The representation must be conferred in writing and especially for each general meeting, except that it has been granted a power of attorney with powers of representation.
4. It is not necessary to comply with the formalities prescribed in the preceding paragraph when the representative is the spouse, ascendant or descendant of the represented, nor when the representative has a general power, granted by means of a public document, the management of the heritage represented in the Principality of Andorra.
Article 20. Right to information all members have the right to request reports and clarifications that they consider to be appropriate in connection with the issues that they have to deal with at the general meeting. Administrators have a duty to attend diligently this request as long as the social interest allows.
Article 21. Deliberation 1. The General meetings shall be presided over by the president of the Board of Directors and act as Secretary to the person who is on the Board of Directors.
2. The general meeting may also take decisions without session. In this case, the vote will be issued by post or by any means of telecommunication electronics, provided that the identity of the Member and the integrity of the sense of vote are sufficiently guaranteed.
Article 22. Agreements 1. The general meeting shall adopt resolutions by the favourable vote of the majority of the share capital present or represented, provided that this majority means at least one-third of the share capital of the company.
2. However, the modification of the statutes, the structural changes and the dissolution of the society require the favourable vote of the majority of the share capital present or represented, provided that this majority means at least half of the share capital of the company.
Article 23. Act 1. All the resolutions that the general Assembly adopt have to appear in a record.
2. In any case, have to be stated in the minutes the date, place and time of holding the meeting, the identity of the participating partners and the capital which they represent, the content of the resolutions adopted and the result of the voting, with indication of the sense of the vote of the members. If you ask members, it also has to contain a summary of its interventions in relation to the order of the day.
Section 24. Challenge of the contesting of agreements, their causes, the legitimacy to challenge them, the time limit for the action and the procedure for doing this will be determined by the legislation in force.
The Board of Directors Article 25. Composition of the Board of Directors 1. The Committee of Directors of the society shall be a Board of Directors which shall consist of the number of administrators who designates the general meeting with a minimum of 3 and a maximum of 8 administrators. In any case, the Government will have guaranteed their representation of majority way.
2. The Council will appoint and shall appoint a Chairman and a Secretary. The latter may not be a member of the Council, in which case you will not have to vote.
3. You may also appoint a Vice President and a Deputy Secretary who will replace the president and Secretary, respectively, in case of absence of these.
Article 26. Requirements 1. The members of the Board of Directors can be both individuals and legal persons. In the latter case, the legal entity must designate a natural person acting on their behalf on the Board of Directors.
2. Individuals should have the full capacity to act and not be subjected to restrictions or disabling of any kind for the exercise of the trade.
3. In any case, one of the Admins, at least, must meet the requirements of Andorran nationality or residence established by the legislation in force in the Principality of Andorra.
In the event that the administrator is a legal entity, the individual named in the effect as a representative of society, also must comply with the requirements referred to in the previous paragraph.
4. The Andorran nationality and residence requirements at least for the case of a foreign person who is established in the preceding paragraph in relation to the administrators, are also applicable to all persons who are assigned General powers of representation of the company, included administrators listed in the article 45.1, lyrics), b) and (c)) of law 20/2007 , of 18 October, corporations and limited liability.
Article 27. Appointment, duration and exercise of the Office

1. The members of the Board of Directors are appointed by resolution of the general meeting and may be dismissed as well, at any time, by resolution of the general meeting, although this point does not appear in the order of the day and without having to provide proof of the concurrence of a just cause. The appointment is effective since the person appointed agrees.
2. The members of the Board of Directors exercised the post indefinitely.
3. Administrators must comply with the duties inherent to the position, set out in article 49 of law 20/2007, of 18 October, corporations and limited liability.
Article 28. Remuneration 1. Unless the general meeting decides otherwise, the position of administrator is free.
2. The application of the system that is set up for each exercise is competence of the general meeting.
3. The remuneration of the Chief Executive should be set by resolution of the Board of Directors without the participation of the Member concerned.
Article 29. Call The Board of Directors meets whenever convened by the president on its own initiative or at the request of any Member, and may hold meetings with the frequency that require social interests.
Article 30. Faculty of representation on the Board of Directors is responsible for the Administration and representation of the company, in court or out of it, with fullness of power, not only by the issues included in the turn and traffic of the company, but for any matter that may affect the company's business and, with the exception of the matters reserved by law or by these articles to the general meeting.
Article 31. Documentation of the resolutions Of the meetings of the Council you will raise the appropriate events are entered in the corresponding book, and that will be signed by the president, or failing that, by the Vice President, and by the Secretary or, failing that, by the Deputy Secretary.
The certificates of the minutes of the Board of Directors, of the general meeting and other social documents will be issued by the Secretary, or, failing that, by the Deputy Secretary, the Board of Directors, with the approval of the president or, failing that, the Deputy Chairman of the Board of Directors.
Article 32. Constitution of the Council 1. The Board of Directors is validly with the presence of more than half of its members and its decisions are taken by simple majority of those present.
2. The Board of Directors may also take decisions without session provided that there is no Minister who revealed his opposition to the use of this system. In this case, the vote will be issued by post or by any other means of communication, provided that the identity of the tipster who vote and the meaning of their votes are sufficiently guaranteed.
The CEOs Article 33. Appointment and delegation of powers the active management of the company can be spread to CEOs, which can be one or more. His appointment and separation corresponds to the Board of Directors. Have the powers that are delegated by the Board of directors who are not legally be delegated. Act severally, saved the case that the Board, at the time of delegation, have to act some of them mancomunadament with regard to all or some of the delegated powers.
Article 34. Powers of Attorney without prejudice to the powers of delegation that are mentioned in the previous article, the Board of Directors may grant powers of Attorney in favor of the employees, directors or third parties, the scope and content you believe appropriate, provided that it is a question of powers available to it by law.
Vi. Economic regime of the company Article 35. Economic system of society 1. The financial year begins on January 1, social and ends on 31st December of each year. Exceptionally, the first financial year begins on the day of start of social operations and ends on the last day of the calendar year.
2. The Board of Directors must have an accounting with the formalities, the contents and under the criteria set by the legislation in force at any given time.
3. The annual accounts form a unit comprising the balance sheet, the profit and loss account, the statement of changes in equity, the cash flow statement and report, and have to write with clarity and show the true picture of the assets, financial situation and results of the company, in accordance with the applicable accounting standards.
4. The Board of Directors has to submit the proposal for distribution of profits, with full respect of the limits laid down by current legislation.
5. Both the financial statements and the proposal for distribution of profits shall be formulated by the Board of directors within 6 months following its closure and, in any case, before the convocation of the general meeting in which must be subject to approval.
6. All members have the right to personally examine the accounts and the accounting documents of the company. This right has to be able to play in the address and in the period between the announcement and the celebration of the ordinary general meeting.
7.10% of annual profits must be allocated to the mandatory reserve fund provisions of the law on public limited companies and limited liability, until you get to 20% of the share capital.
8. By resolution of the general meeting can create voluntary reserves funds that you believe necessary.
VII. Dissolution and liquidation Article 36. Dissolution and liquidation of the society the society will dissolve if it agrees to the general meeting and in the other cases that foresee the current legislation, taking out the settlement by members of the Board of Directors, which will be converted into liquidators from the opening of the liquidation.
VIII. Dispute resolution Article 37. Referral to the law in all that is not provided for by these statutes apply to the provisions of law 20/2007 of 18 October, corporations and limited liability.
Article 38. Submission of jurisdiction all the issues and differences that may arise between the partners and the company by reason of the interpretation, application or implementation of the present by-laws, shall be resolved by the batlles and courts andorrans, to which the parties, expressly renouncing their own jurisdiction, if other was.