Law 31/2014, Of 27 November, Modification Of The Statutes Of The Society "waste Treatment Centre Of Andorra, Sa"

Original Language Title: Llei 31/2014, del 27 de novembre, de modificació d’estatuts de la societat “Centre de Tractament de Residus d’Andorra, SA”

Read the untranslated law here: https://www.bopa.ad/bopa/026071/Pagines/lo26071008.aspx

lo26071008 law 31/2014, of 27 November, modification of the statutes of the society "waste treatment Centre of Andorra, SA" since the General Council in its session of 27 November 2014 has approved the following: law 31/2014, of 27 November, modification of the statutes of the society "waste treatment Centre of Andorra, SA" preamble to the law of 31 October 2002 , relating to the construction and operation of waste treatment Centre of Andorra through administrative concession, approved the creation of the concession "waste treatment Centre of Andorra, SA", under the legal form of limited liability company, in accordance with the statutes that incorporates in annex. It also established that the initial capital of the company would be six million five hundred seventy-nine thousand four hundred euros (6,579,400 euros), and the proportion in which they had to subscribe and desembossar are founding members.
The company was constituted in public deed authorised by the notary public Mr. Isidro Bartumeu Martínez on February 3, 2003, with the following composition: the Government, which underwrote and desembossar the fifteen per cent of the share capital; the public Forces Elèctriques d'Andorra (FEDA), which underwrote and desembossar five per cent; the Spanish trading company Trasa, Tratamiento de Residuos, s.a., which underwrote and desembossar the eighteen percent; the French company, which signed Novergie and desembossar the eighteen percent; the Spanish company Cespa Gestión de Residuos, s.a., which underwrote and desembossar, 11 percent; the Andorran Company Express Mail Vallsegur, SA, which underwrote and desembossar the Fourteen percent; the Andorran company Empub, s.a., which underwrote and desembossar the eight percent; the Andorran Public Works company Armengol, SA, which underwrote and desembossar the seven percent, and the Spanish trading company Emte, Estudios, Montajes y Tendidos Inflators, SL, which underwrote and desembossar the four percent.
During the years 2005 and 2006 took place several sales of shares among the partners, who were changing the shareholder structure; in particular, the public entity Forces Elèctriques d'Andorra, was expanding its participation in society by means of the purchase of shares to private partners, until authorized by law 22/2007, of 22 November, he reached a thirty-eight percent of the share capital, which added 15 percent held by the Government, took a majority share public participation of fifty-three per cent.
The same law 22/2007 approved the amendment of various articles of the articles of Association, but did not take into consideration the provisions of law 20/2007, corporations and limited liability, which was not yet adopted when he began managing the transaction, so that the modification of the articles of Association approved was not adapted to the new law. For now, the modification of the statutes was not formalised by notaries. On July 16, 2013, the Government and the public Forces Elèctriques d'Andorra acquired all the shares in the company were still in the hands of private partners, and became the sole shareholders.
This is the purpose that pursues this law: the statutes of the company waste treatment Centre of Andorra, SA, that the law incorporates in annex, are the result of a comprehensive review in order to adapt them to the corporate legislation currently in force. At the same time, it also extends the corporate purpose of the company's waste treatment Centre, SA on the sale and distribution of heat, in order that it can be put in charge of the project of cogeneration in order to feed the future urban heating network in the area of la Comella.
In accordance with the above considerations, the General Council approves the present law.
Article only modification of the statutes of the company "waste treatment Centre of SA" approves the modification of the statutes of the company "waste treatment Centre of SA", which should be drafted in accordance with the text contained in the annex.
Repealing provision derogates the article 2 of the law 22/2007, of 22 November, relative to the concessionaire waste treatment Centre of Andorra, SA.
First final provision modifying the statutes should be formalised in a public deed, you must grant the person or persons designated by the Committee of administration and representation of the company "waste treatment Centre of Andorra, SA". This body should also have the necessary for the society to return to its shareholders the sums of money corresponding to the reduction of the nominal value of their respective actions, and to leave traces in the same public instrument of amendment of the articles of Association, or another later.
Second final provision the publication of this law in the Official Gazette of the Principality of Andorra to comply, to all intents and purposes, the functions of the publication of the agreement on the reduction of capital in a newspaper of wide circulation in the Principality, scheduled for the article 68 of law 20/2007, of 18 October, corporations and limited liability.
Third 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, 27 November 2014 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.
Joan Enric Vives Sicília François Hollande Bishop of Urgell, President of the French Republic Co-prince of Andorra Co-prince of Andorra ANNEX statutes of the waste treatment Centre Society of Andorra, SA-denomination, registered office, object, duration and legal personality Article 1 the name of the society is "waste treatment Centre of Andorra, SA."
Article 2 the object of the company is the development of the project of conception, construction and operation of waste treatment Centre for the provision of the public service of the treatment of the waste generated in the Principality of Andorra, and the overthrow of the current thermal treatment plant, in accordance with the terms of the concession. You can also develop all kinds of activities related to the treatment and recovery of waste, and the sale and distribution of heat.

Equally you can perform, for accessory, complementary activities of the social object suitable for a better development of the Centre.
Article 3 The society, on the basis of their entry in the register of companies, has full legal personality and capacity to act for the effective exercise of all kinds of actions and appeals to the administrative bodies, and courts of any degree and jurisdiction, and to perform all the operations and civil, administrative, commercial, financial and contract of any other kind or nature which may be necessary or convenient for a better development of its social object.
Article 4 the company is the same length that the concession granted by the Government and its possible extensions, in accordance with article 6 of the specification of particular clauses for the exploitation and creation of waste treatment Centre, over two years, and its operations will begin on the same day in which to acquire legal personality.
Article 5 The registered office is fixed at the waste treatment Centre, located on the road to la Comella, from Andorra la Vella.
The ordinary or extraordinary General meeting, will be able to arrange the transfer of the registered office to another village.
II-social capital Article 6 social capital is fixed at three million two hundred and eighty-nine thousand seven hundred euro (EUR 3,289,700) divided into one thousand (1,000) actions nominatives of three thousand two hundred eighty-nine euros and seventy cents of euro (3,289.70 euro) nominal value each, numbered correlatively of 1 to 1,000.
Article 7 the share capital is fully subscribed and desembossat.
III-actions Article 8 the actions must always be nominatives, must be numbered correlatively and extend services, books, and eventually can be represented by temporary certificates.
Both the actions such as temporary certifications must carry the signature of two managers.
Article 9 the actions they have to register in the register of members, which must be done legally relevant annotations.
Article 10 forbidden the creation of actions which do not respond to an equity contribution effectively to society; or the issue of shares below its face value. It also banned the bearer shares and the plural voting.
IV-the transmission of Article 11 The statutory rules that govern the transfer of shares are as follows: a) for any assignment or transfer of shares, both charges as a free title, is required the prior authorization of the Government.
The Government should pronounce necessarily within a maximum period of three months (3) counting from the time when it is requested by any shareholder authorization to transmit their actions, with indication of the identity of the purchaser, or not authorizing the transmission designed. After the deadline of three months (3) without the Government uttered about the transmission, it is understood that the tacitly authorizes and the shareholder concerned is free to transmit their actions.
Without the prior authorization of the Government, made expressly or tacitly, any transfer of shares is null and void and has no effect.
b) after the Government has authorized, if necessary, the assignment or transfer of shares of tacit or expressly, the assignment or transfer of shares is not subject to any limitation.
V-Of the indivisibility of the shares Article 12 the shares are indivisible. The joint indivisos of one or more actions must designate a single person for the exercise of the rights of a member, and respond in solidarity in the face of the League of few obligations derived from this condition.
Vi-of the rights attached to the shares Article 13 The legitimate property of an action grant the quality of partner, with all the rights and obligations attached to this quality, and therefore implies the express submission to the present by-laws and the agreements of the General meetings, taken from regulatory way.
Article 14 each action represents a part of the share capital amount and gives the right: 1) to the proportional part of the benefits delivered. 2) to one vote in ordinary and extraordinary general meetings. 3) to subscribe, with preference to any third person, and on the corresponding arithmetic ratio, the new shares arising from a possible increase of the share capital, and also acquire, under the terms of article 11, the actions that any partner intends to alienate. 4) to receive the relevant amount of the social assets, in cases of dissolution and separation.
Article 15 in case of pledge of shares, the quality and the rights inherent in this quality corresponding to the owner, but the creditor is entitled to pignoratici to register your warranty on the register of members or to run it when it's coming from.
Article 16 is forbidden to usufruct in shares.
VII-the Government of the society Article 17 society is governed and ruled by the General meeting of shareholders and by the Board of Directors.
VIII-the General meeting of Shareholders the General meeting of shareholders, Article 18 incorporated regularly, is the sovereign body of the society. You can be ordinary and extraordinary.
Article 19 the ordinary General Meeting meets once a year, during the first half of each year and is intended to: a) the approval of the annual accounts.
b) Resolve on the application of the results of the exercise.
c) examination and approval, if applicable, of social management.
d) proceed to choosing or renewal of the members of the Board of Directors.
e) Appoint auditors or censors of accounts.
f) Resolve on any other matter of ordinary administration, the Board of Directors judge convenient include the order of the day.
Article 20 the extraordinary General Meeting meets whenever convened by the Board of Directors, and also when you ask for a number of partners representing at least 10% of the share capital desembossat. In this case, the shareholders request the Board meeting must come up with the order of the day.
The Board of Directors may add other points of interest for the society, to the points proposed by the partners.
Article 21 relates exclusively to the extraordinary General meeting: a) Decided with respect to extensions or reductions of social capital.
b) agreed to any modification of the present by-laws.
c) decide on merger, absorption, transformation or dissolution of the company.

d) decide on the disposal of the reserve fund.
e) Examine, approve or reject the extraordinary budgets presented by the Board of Directors, during the course of social practice and after the meeting of the Ordinary General shareholders ' meeting regulations.
f) Revoke advance the positions and powers of society, and require them accountability.
g) Constitute guarantees or fixed variables, loads (other than those imposed by law) or any other encumbrance over all or part of the property or assets of the company or of its subsidiaries, except if it is to guarantee the company's debt compared to banks for loans obtained in the ordinary course of business.
h) in general, decide on any other matter you submit to the Board of directors or the shareholders who have requested the calling in the terms of the previous article.
Article 22 the calling of general meetings, both ordinary and extraordinary, will be made with a minimum anticipation of 21 calendar days to one in which you have to meet the Board, by means of registered letter addressed to the shareholders, to the address contained in the records of the society or other than, in the case of change, the record reliably communicated to the Board of Directors of the company; You can also go to the media at a distance to ensure the proof of the sending of the call and its content. Under no circumstances will be necessary the publication of the announcement in the newspapers or media of the Principality.
In the call for proposals has been to express the date, place and time of the meeting, both on first call and second, and the order of the day, indicating the issues that they have to deal with. Between the first announcement and the second should be spent, at least, a period of 24 hours.
Is not valid any deliberation on issues not included in the order of the day announced, unless you are gathered all the members so decide unanimously.
Article 23 a) the ordinary General meeting is validly constituted, in the first call when attended, in person or by representative, a number of partners who represent at least fifty-one percent (51%) of the subscribed capital entitled to vote. In the second call is invalid the Constitution of the ordinary General meeting regardless of the share capital present or represented. In either case, so that the resolutions validly adopted must be approved by a majority of the share capital present or represented, and that this majority means at least one-third of the share capital.
b) the extraordinary General meeting is validly constituted, in the first call when attended, in person or by representative, a number of members who represent, at least, the seventy-five percent (75%) of the subscribed capital entitled to vote. In the second call, is valid the establishment of the extraordinary General meeting with the assistance of a number of partners who represent 51% of the share capital. In either case, so that the resolutions validly adopted must be approved, at least, by seventy-five percent (75%) of the share capital present or represented, and that this majority means at least half of the share capital.
Article 24 the General meeting is validly constituted as a Universal 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, what you have to make a record in the record with the name and the signature of all attendees.
For the adoption of agreements will require the quorum of votes provided for in sections) or b) of the previous article, depending on whether they resolve issues of the competence of the ordinary or Extraordinary General meeting.
Article 25 each share gives right to one vote and, as a result, each Member or representative has as many votes as shares you own or represent.
Article 26 all members are subject to the agreements of the General meetings or by the prisoners, this without prejudice to its right to exercise the action of contesting against the agreements they deem harmful, in the terms and conditions established by law.
Article 27 the General meeting is presided over by the president of the society and, in case of absence or inability, as Vice President, assisted by the Secretary or, where appropriate, the Deputy Secretary of the company.
Are president, Vice President, Secretary, and Vice-Secretary of the society, those who are on the Board of Directors.
Article 28 General meetings begin with the votes of the members present or represented. Afterwards, the president declares, if applicable, validly constituted the Board, directs the debates and proclaims the resolutions taken.
The Secretary is noted in the minutes of the resolutions passed by the Board. The records range in the corresponding Book, duly stamped, which is kept in the registered office; must be signed by the Chairman and by the Secretary, and must be approved by the Board at the same session or in the immediately following.
The total or partial certifications of the agreements entered in minutes must be signed by the Secretary with the approval of the president. These certifications have to deliver mandatory at the request of any member or of the judicial authority. In the remaining cases, the delivery is optional.
IX-The Board of Directors Article 29 society is governed, represented and managed by a Board of directors consisting of a minimum of five members and a maximum of ten. The members of the Board of Directors are appointed by resolution of the General meeting, indefinitely, with the possibility of renewal also undefined, and are not remunerated.
The members of the Board of Directors may be dismissed 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 Board of Directors is made up of representatives of the partners in proportion to their participation. It ensures the participation of all the partners who have at least ten per cent (10%) of the share capital with at least one representative. The lots below the ten percent (10%) of the share capital belonging to different partners will be grouped in order to designate a representative if, together, they reach the ten percent (10%) of the share capital.
Article 30 The Board of Directors must have a president and a Vice President, appointed from among its members. You should also have a Secretary, which don't need to be administrator, and may have a Deputy Secretary.

The Chairman is appointed at the proposal of the Government, as a shareholder of the concessionaire, as long as it owns at least the percentage of ten percent (10%) of the share capital, which in accordance with the provisions of the previous article gives the right to have a representative on the Board of Directors. All charges are appoints the General meeting, in accordance with the provisions contained in the previous article.
Article 31 the designation of positions, the powers and the revocation of powers they have to register in the register of societies, in the legally established terms.
Article 32 The Board of Directors has the widest powers to manage and represent the company, and they're your competition all those matters that are not expressly attributed to the General meeting. In any case, the Board of Directors: a) to represent the company, legally both as court, in all kinds of acts and contracts.
b) Convene ordinary and extraordinary general meetings.
c) Formulated the memory and the annual accounts of each financial year, as well as the proposal of application of results, to submit them to the General meeting.
d) to organize and direct the operation of society and of the businesses that make up the object.
e) and, in general, all those functions that are not expressly attributed to the General meeting, and the tasks assigned to it by this.
Article 33 the president has, within the Council, those same faculties and powers that the article 28 confers on the General meeting, and is in charge of enforcing the resolutions of the Board and of the Board, and also to convene the meetings of the first with the advance that the Council agreed in a general way. The Chairman of the Board of Directors has attributed the representation of society.
The Secretary has, within the Council, the same attributes that correspond to the estatuàriament of the General meeting.
Article 34 The Board of Directors meets whenever it deems it advisable to ask the president or two or more of its members.
The valid Constitution of the Board of Directors requires the presence of more than half of its members. The directors can attribute its representation to another administrator.
The Board of Directors may also take decisions without session as long as there is no Minister who revealed his opposition to the use of this system. In this case, the vote can be issued by any means of communication, provided that the identity of the tipster who vote and the meaning of their votes are sufficiently guaranteed.
Article 35 Of the meetings you have to lift the corresponding minutes, you must extend the Secretary in the book of acts of the Board of Directors. The acts, once read and approved, shall be signed by the Chairman and by the Secretary.
Article 36 The decision of the Board of Directors are taken by a majority of the members present, except in the following cases, which have been adopted by at least 80% of the members present: a) applications for credits or guarantees for an amount greater than 300,000.-€. b) awarded bids in excess of 300,000.-€, except with regard to the initial investment and the construction of waste treatment Centre.
Article 37 relates to the Board of Directors to appoint a manager who has to assume the management of the partnership with criteria of profitability and professionalism, to fulfil the functions in this sense and within this area may be assigned by the Board of Directors. The Manager may not have powers of representation in general society.
The position of Managing Director is paid; can be revoked either by the Board of Directors to the General meeting.
Article 38 the acts and contracts given collegially by the Board of Directors, by the president on behalf of the society, or by other officers and officials of the Council's use of their representational powers of the statutes or of the powers granted, require straight society. As a result, the third parties affected have action against the company and not against its officials.
X-Article 39 accounting 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.
The Board of Directors has to formulate and sign the annual financial statements and the proposal for the application of the result, in the first five months of each social exercise.
In any case it is compulsory to comply with the regulations in force in the field of accounting and the accounting books as well: newspaper, major, inventory and balance sheet.
Article 40 the company has to deliver to members that request, a copy of the annual accounts and the Auditors ' report, on the basis of the convocation of the ordinary General meeting which has been held to approve the annual accounts of the company, so that they can carry out the checks and ask for clarifications deemed necessary.
XI-auditors or Commissioners of accounts Article 41, without prejudice to the right of the members to examine personally the accounting documents of the company, the ordinary General meeting has to appoint an auditor and Commissioner of accounts. Its strong management, at least, unless early revocation of the extraordinary General meeting, until they have met the ordinary General meeting immediately following that appointment. The auditors or curators can be re-elected indefinitely.
Article 42 the designation of auditors or Commissioners of accounts must fall on technical or accounting experts, whether they are natural or legal persons; the position is rewarding in the form and amount that freely agreed by the General meeting that designates.
The designation, however, may not fall ever in the same technical or accounting experts that, eventually, will have served on the Board of Directors to take and complete accounting of the society.
Article 43 the accounts must be audited in each exercise.
The company has to deliver to members that request a copy of the annual accounts and the Auditors ' report, based on the call of the General meeting to be convened to approve them.
Article 44

The Commissioners of accounts or auditors may not communicate privately to partners, or to third parties, the results of its management, under the civil and criminal liability to apply.
XII-the benefits and results Article 45 social year begins on 1st January and ends on 31st December of each year. Exceptionally, the first financial year begins on the day on which is definitely set up the company and ends on 31 December next.
Article 46 the revenue of the society, by all concepts, after deducting all the expenses and depreciation, constitute the social benefits that are distributed in the following way: a) in any case, the company must allocate 10 to 100 of profit for the year to the establishment of the legal reserve, until it reached an amount equal to 20 per 100 of the share capital. This reserve can only be used to offset losses and that when other available reserves do not exist.
b) regarding the surplus, the Board of Directors has to submit to the General meeting the proposed application. The benefits can be allocated in dividends, to the establishment of voluntary reserves, to investment forecasts on self-financing, or any other unlawful purpose.
Article 47 The dividends approved by the General meeting must be paid within the month following the meeting in what have been agreed, saved in the own meeting will choose a different term.
XIII-dissolution and liquidation Article 48 the extraordinary General meeting may, with the majority referred to in article 23 b) of the present statutes, dissolution of the company, without prejudice to the requirements of the General conditions of contract of the waste treatment Centre.
In any case, the dissolution of the society will be automatic, in the event of termination of this grant, for any reason.
Article 49 from the time of its dissolution, to the cause may be, the company is in liquidation. While the State of liquidation, the company should state, in its name, the expression "in liquidation".
The General meeting retains the same powers that had for the social life. The shares remain negotiable, until at the close of the liquidation.
The General meeting shall appoint one or more liquidators, who shall be responsible for the representation of the company for the purposes of the business through the settlement. In default of appointment, the Board of Directors becomes a liquidation Committee, acting in a member.
The liquidation will be carried out in accordance with the legal regulations. In particular, the liquidators must formulate an inventory and a balance sheet of the company related to the day of the dissolution, and submit them for the approval of the General meeting, and perform the operations of liquidation necessary and suitable for the orderly termination of the society, through the practice of asset liquidation and Division of the resulting heritage among the partners.
Once extinguished the entirety of the obligations of the company, the excess will be distributed between the shareholders pro rata to the share capital representing desembossat.
Article 50 once completed the operations of liquidation, the liquidators must submit a final balance of payment, with a report on the operations carried out and a proposed distribution among the members of the resulting heritage, because the approval of the General meeting.
The right of the members to the settlement fee is proportional to their participation in the share capital of the company.
The payment of the membership fee payment can be made in cash or in kind, if you are interested you consent. The settlement fee cannot be paid until it has satisfied the creditors of the company, or they will guarantee satisfaction.
XIV-submission to the Andorran jurisdiction Article 51 any matters that may arise between members, between them and the society, or between this and the members of the Board of Directors, proxies or licensed non-members, with regard to the interpretation, application or implementation of the present by-laws, shall be resolved by the Andorran courts, to which both parties submit expressly renounce their own jurisdiction If other was.
XV-final provisions Article 52 the extinction of the society and any modification of these statutes approved by the extraordinary General meeting with quorum and majorities in the same by-laws must be necessarily subjected to the approval of the General Council in accordance with the provisions of the general law on public finance. Without this approval, the amendment of statutes has no effect.
Article 53 In everything that is not provided for by these statutes shall apply the legal provisions in force in the field of corporations.