Law 33/2014 November 27, For The Creation Of The Public Company Andorra Telecom, S.a.u.

Original Language Title: Llei 33/2014 del 27 de novembre, de creació de la societat pública Andorra Telecom, SAU

Read the untranslated law here: https://www.bopa.ad/bopa/026071/Pagines/lo26071010.aspx

lo26071010 Law 33/2014, of 27 November, the creation of the public company Andorra Telecom, s.a.u., since the General Council in its session of 27 November 2014 has approved the following: law 33/2014, of 27 November, the creation of the public company Andorra Telecom, s.a.u. preamble and After its creation in 1967 and a first Statute approved by the General Council on 7 August 1975 Organic Statute, the force of the Andorran telecommunications service (STA), approved by the General Council on 25 April 1984, defines it as an entity of public law, with legal personality and with autonomous organization, own patrimony and full capacity for the development of their purposes, without prejudice to its relationship to the organs of the general administration in the manner and to the extent provided for in the statute or in the special provisions enacted that are applicable.
In accordance with article 3 of the Organic Statute, the object of the Andorran telecommunications service (STA) is the management and exploitation, exclusively, of telecommunications services in general and, in particular, telephone services, data transmission, telex, radiotelefònics or other supplementary or auxiliary services of telecommunication in the Andorran territory, even as it refers to international communications , both with regard to the existing services at the date of approval of the Organic Statute as regards those who might install in the future.
According to the same article 3 of the Organic Statute, the Andorra telecommunications service (STA) is also responsible for the management of the technical infrastructure and national networks of sound broadcasting and television.
The Organic Statute the telecommunications service of Andorra (STA) was amended on 30 December 1981; and the Organic Statute in force, of 25 April 1984, has been amended three times, specifically the 11 November 1986, on 30 June 1994 and on December 15, 2005.
All modifications of the Organic Statute in force today were limited to certain specific aspects, without ever addressed a global change.
In particular, the amendment by the law enacted on 30 June 1994 introduced a one-off change that influences company in article 5.4. h) and deleted the paragraph 2 of article 11 of the Statute. These changes had the aim to make it possible for a performance and a flexible management of the company, but were limited to empower the Government to review or set the prices of the services provided by the Andorran telecommunications service (STA).
And the amendment to the law 15/2005, of 15 December, was confined to the content of article 5.2 of the Statute, organic, and consisted of enlarging the composition of the Board of Directors of the company and to make possible the participation of people with specific knowledge in the meetings of that body.
II through a substantial modification of the Statute of the institution of public law Andorran telecommunications service (STA), this law responds to the need to establish a new legal framework for the provision of various types of telecommunication services in the Principality of Andorra, which in the future will provide a public company wholly owned State, under the legal form of company stock or limited company , under the name Andorra Telecom, s.a.u., which is attributed in the same regime of exclusive enjoyed until now the entity of public law Andorran telecommunications service (STA), the public service management of communications and its technical infrastructure.
The exclusive character in favour of the State that traditionally has been the provision of communications services should not constitute a limitation of the possibilities of action in the sector. The rapid evolution that takes place in an environment deeply changing highlights the difficulties of management by a public entity or company, subject to the operational rigidities imposed by the nature of the entity in its current form and the rules of public law that are applicable to a public law institution of intrinsic way.
The important evolution and the profound transformations in the sector in recent years have revealed that the management of the service must be made under the company's criteria, in this case of public company, in order to respond adequately and flexible to new challenges posed by the market of electronic communications.
The inadequacy of the current legal form, in the form of entity of public law, highlights in various aspects of the activity of the Andorran telecommunications service, in constant evolution and with new trends, with the consequent of a capacity of adaptation and larger reaction with respect to the provision and the innovation of services, infrastructure and commercial actions. You need to add-there are, equally, the need to diversify, anticipate and explore new markets and business models and also the possibility of extending the activity beyond the national territory.
The processes of recruitment and of economic and financial management, and human resources policies, also are strongly limited and conditioned in an entity of public law which, by their nature, form part of the Public Administration sector and is subject to procedures that are often characterized by a rigidity incompatible with the management of an entity of a field as dynamic as that of electronic communications.
III in short, it is necessary to provide the service provider of communication services for more flexibility and agility in decision-making processes and performance in order to face future challenges with guarantees of electronic communications in a continuously changing environment, and should be done by ensuring the universality of the Internet communications services and fixed and mobile telephony, as well as business continuity by means of a suitable legal instruments , and giving the management of electronic communications services to the society for actions or limited company that creates this law under the name of Andorra Telecom, SAU.

The achievement of the objectives listed on the one hand, and the maintenance of the State property of the service on the other hand, is carried out successfully with the creation of the State-owned public company, which will develop its activity in accordance with the rules of private law, without prejudice to remain subject to financial control, and the obligations of budgetary consolidation in the terms established by the general law on public finance.
In accordance with the above considerations, the General Council approves the law of creation of the public company Andorra Telecom, SAU.
Article 1 establishment of the Andorra Telecom society, SAU. Object 1. The Government, within the six months following the entry into force of this law, you have to set up a company for actions or limited company which, under the name "Andorra Telecom, SAU" (hereinafter, the "Company"), will have a share capital of fifty million euros (€ 50 million), represented by actions nominatives and entirely subscribed and paid up by the State, and shall be governed by the Statutes that are attached as annex I to this Act.
2. The society is intended to clearly differentiated two types of activities: a) on the one hand, the exclusive benefit of the universal public service of telecommunications in Andorra, including those necessary for the activities listed in paragraph 3. These activities must include in the articles of Association and in the future can only be amended by law.
b) on the other hand, various activities associated with electronic communications, which do not form part of the public telecommunications and universal service that society can do without exclusive character, under the regime of free competition, and they are initially those that relate to section 4. These activities must include in the articles of Association and in the future can be modified and extended by resolution of the General meeting of the company with authorization from the Government.
3. The activities of the exclusive provision of universal public service of telecommunications in Andorra, it should be stated in the articles of Association, the company must be carried out with the necessary character and that in the future can only be modified by law are the following: to Provide universal public service) exclusive of telecommunications, consisting of the data connection services Fixed and mobile telephony, Internet and, regardless of the technology that supports these services (such as IP, 3 g, 4 g and all other current and future); and take charge of the operation also from all types of electronic communications networks and associated infrastructure, present and future, and the interconnection of infrastructures and networks abroad. The company can request the assistance and intervention of the Government when it is necessary for the effective exercise and because of these activities associated with the public service.
b) to propose to the Government the approval of the national plans of numbering, naming and addressing, the management of which corresponds to the society.
c) propose to the competent Ministry the National Panel of attribution of frequencies of the spectrum.
d) Exercise, by delegation of the Government and in accordance with the regulations in force, the right of approval and verification of products of all kinds related to the areas of their competence, bearing in mind the protection of the consumer.
e) Submit to the Government the approval of the General conditions of provision of the universal service for telecommunications and other electronic communications services, which guarantee the right of users to a high quality service, and also the right to formulate claims free of charge on the provision of the service, and the right to submit their disputes to the decision of the administration.
f) Raise to the Government the proposals regulations that it considers appropriate in relation to the functional and technical aspects related to the activities carried out by the company.
g) issue a report with mandatory on any project of policy, of any rank, it affects the subjects related to the activity of the society.
h) Provide all kinds of advice to the Government and the Ministry with powers on the matters of the activity of the society.
and as delegated by the Government and Exercise) under his instructions, the representation of the Government in the face of international organizations related to the matters of the activity of the society.
j) Assume any other function attributed to the law or, if this is the case, the Government.
4. The activities associated with electronic communications that the company performs without exclusive character and under free competition because they do not form part of the universal public service of telecommunications, that should also be stated in the by-laws and that in the future can be modified and extended by resolution of the General meeting of the company with government authorization , are the following: a) take charge of the provision and exploitation of all kinds of ancillary services or complementary or derivatives of the electronic communications.
b) lead to the research and development, promotion and application of all kinds of components, equipment and systems used directly or indirectly for electronic communications.
c) Develop the manufacture or the production and, in general, the other forms of industrial activity related to electronic communications.
d) to carry out the acquisition, alienation and, in general, the other forms of commercial activity related to electronic communications.
Article 2 the development of the activities 1. Society has to make necessarily inside of the Principality of Andorra, directly or through public companies subsidiaries of Andorran law in which the company is the owner of 100% of the share capital, the activities included in its corporate purpose laid down in the third paragraph of the previous article, the exclusive provision of universal public service of telecommunications. The activities set out in the fourth paragraph of the same article, provision under the regime of free competition, the society can develop both in Andorra as abroad, directly or indirectly, in any of the forms allowed by law. The company can also develop eventually abroad, directly or indirectly, in any of the forms allowed in law, universal public service activities of telecommunications including in the third paragraph of the previous article.

In particular, the company may create, modify, and extinguish other companies and/or participate in the same companies or, if necessary, of any other kind, even intervening in its Constitution, while with the restrictions contained in the preceding paragraph with respect to the exclusive benefit of the universal public service activities of telecommunications in the interior of the Principality of Andorra. Only for activities that do not make up the universal public service of telecommunications in the interior of the Principality of Andorra may also associate with them or are interested in any other form, set with all types of public or private, national or foreign, the relationships and collaboration agreements, partnerships, contracts or agreements that are necessary or appropriate for the development of their activity.
2. for the statutory creation, modification and extinction of the companies that owns or in which it participates, and to the acquisition or disposal by the company of shares or interests in companies or other legal entities, both in Andorra as abroad, there are enough with the approval of the General meeting of the company without any other requirement , although it's the acquisition or alienation of shares or participations that involve the acquisition or loss of control of the companies or legal entities mentioned.
3. In order to limit the exposure to risk on the part of society in their investments, the direct participation in the capital of the companies referred to in paragraph 2 above is limited to five per cent (5%) of the own funds held by the company at the time of the initial investment. This limit is applied individually to each participation in the share capital of the companies indicated, and may not exceed in aggregate the fifteen percent (15%) of equity. Annually, the budget Law can modify this limit for the investments in the future.
Article 3 share Capital the share capital of the company is entirely State-owned. The Government may not assign or dispose of the shares in the company in any manner, or onerous or free, nor give in pledge or assign the right to use, nor any economic or political rights of the same, nor does it establish any load or burden.
Article 4 legal society without prejudice to the financial control established in the general law on public finance, the society is governed by the rules of private law, civil and commercial force, with the following specialties: a) the society approves the projects necessary for the development of new electronic communications networks, and to modify or improve them.
b) the modification of the statutes of the company must be approved by law; However, the General meeting may amend the activities of the corporate purpose referred to in paragraph 4 of article 1 with authorization from the Government and in the manner established by the regulations in force at the time of the modification companies.
c) the approval of the dissolution and extinction of the society, its transformation and any corporate restructuring operation, the capital increase, as well as the transfer of the assets and liabilities, once agreed by the General meeting of the company corresponds to the General Council.
Article 5 form of exercise of the activities. Territorial scope 1. The company carries out the activities that constitute its corporate purpose both in Andorran territory as well as abroad.
a) In national territory, it does so by ensuring the extension and the general use of the public services of electronic communication in accordance with the means available and on the conditions determined by the legislation in force. You must ensure that the quality of the service to be uniform for all customers and provide a policy of equitable investment in all the territory of the Principality of Andorra.
In particular the company has to ensure its performance to the real and effective application in all the national territory of the universal telecommunications service consisting of the set of services that include the connection to the Internet and fixed and mobile telephony, the provision of which is to guarantee to all end users to the extent possible and in a reasonable State regardless of the geographic location with a functional and quality at an affordable price, so that this set of services reaches the maximum number of citizens.
b) abroad, it must adjust its activities to the principles of good administration, ensuring that their activities involve an international diversified growth, balanced and favorable to the company.
2. In the regulation of the provision of telecommunications services will take into account the recommendations of the International Telecommunication Union (ITU) and other international bodies by virtue of the agreements and treaties which the Principality of Andorra is part of it.
3. electronic communications services are organized in the Principality of Andorra with a view to effectively guarantee the secrecy of communications, in accordance with article 15 of the Constitution, except in the case of court order motivated.
Article 6 the heritage and resources 1. For the fulfillment of the corporate purpose, the General Council relates to society, with permanent character and throughout its duration, the assets of the national heritage that are included in the annex II. These goods have the legal qualification of the goods in the public domain, may not be subject to any act of alienation or encumbrance and, in accordance with the provisions of the code of the Administration, are inalienable, imprescriptibles and unalienable, at the same time must be a reflection of the different accounting other assets in the financial statements of the company. The company has full autonomy to the ordinary and extraordinary administration of these assets in the public domain that are attached. When any of these public domain goods attached ceases to be necessary for the carrying out of the purposes of the service provided, the company has to agree on the tax and the Declaration of alienabilitat or the amount refunded to the national heritage. However, they are considered tacitly and automatically desafectats and alienables personalty of society (such as technical plants, wires, and other networks), even if the consideration of the goods in the public domain when they are repaid in accordance with the applicable accounting standards.
They also have the consideration of public domain assets assigned to the company the property and rights that may belong in the future as a beneficiary of forced expropriations.

2. All goods and the remaining rights of the public entity of Andorra telecommunications service (STA) is the owner, holder or possessor for any title and through which has been developing the activities that you are own, refers to and form part of the assets of the company at the time of the Constitution as a heritage property or private domain. The exploitation, alienation, and the burden of these property and rights, together with the income that the company get to the marketing of their services and/or sale of products or activities, and any other performance from the activities foreseen in the corporate purpose, as well as all kinds of goods and rights and real estate to purchase on the basis of the Constitution and the registration , the society is carried out in accordance with the rules and the usual forms of civil and commercial practice.
3. The affiliation, the input, the assignment and/or the incorporation of the assets and rights to the assets of the company in accordance with the provisions of the preceding paragraphs, as well as your future value updates, are exempt from direct and indirect taxes that may be applicable.
4. The company may arrange borrowing operations to meet their needs as long as the volume of debt as a whole does not exceed fifty percent (50%) of equity. This limit can be extended by Act of the general budget.
Article 7 prices for All services revenues derived from the Society that perceives its activity are considered private prices. The establishment, modification, billing and the collection of prices for electronic communications services corresponds to the society, which receives directly the amount of physical and legal persons users.
To ensure the transparency and due publicity, prices of services for private clients have to be published in the official bulletin of the Principality of Andorra.
Article 8 publication of contract awards 1. The company publishes on its Internet portal the awards of contracts made in a quantity greater than twenty-four thousand euro (24,000 €), with specification of the successful tenderer, their nationality, the date, the duration of the contract, the concept, and the global amount of the contract.
2. Excluded from the obligation of paragraph (1) the agreements, contracts and agreements with the operators of telecommunications, digital content providers, contracts of a sensitive nature or that subjectin the parties to a clause of confidentiality requested by the provider and fully justified, as well as provided for in article 2 of the law on public procurement.
3. The awards are published in the website of the company at the latest 2 months after being produced.
Additional provisions first additional provision. Authorization to the Government authorises the Government to set up the company in accordance with the provisions of this law and the statutes of the annexes, and the law 20/2007, of 18 October, corporations and limited liability, or that in the future the modify or replace, with the characteristics established in this law.
For the purpose of making the first initial balance of society, the Government must identify it by Decree the assets and liabilities of the company that this will make own in accordance with the provisions of article 6. The Decree has to distinguish between the goods in the public domain under secondment to the company that are listed in annex II in accordance with article 6.1, and all property and rights remaining at the time of the Constitution belong to the public entity of Andorra telecommunications service (STA) and that in accordance with article 6.2 must be integrated in the society's heritage as heritage property or private domain and which are the object of exploitation , transfer or burden in accordance with the rules and common forms of civil and commercial practice.
All property and Rights indicated they should be integrated into the heritage of the society at the time of the Constitution by means of the assignment or the contribution that should take place at the time of granting the public deed of incorporation. In accordance with the provisions of article 18 of law 20/2007, the non-cash contributions and also the goods the subject of assignment must be accompanied by a report drawn up by an independent expert.
Through the affiliation and the contributions referred to in the preceding paragraph, the State desembossarà and subscribe the all the shares representing the share capital of the company, for 50 million euros (€ 50 million), represented by five thousand (5,000) actions nominatives of ten thousand euro (€ 10,000) of nominal value each, with a single series of consecutive from 1 to 5,000; the rest of the amount contributed must be given in the book by prima. The amount of reserve for premium provided that corresponds to the value of the property of the public domain referred to article 6.1 and that should be the subject of a reflection differential accounting of the assets in the accounts of the society, will be the nature of available.
Second additional provision. Diet of the employees of the Andorran telecommunications service (STA) employees with civil servant status that the entry into force of this law are providing services to the public entity of Andorra telecommunications service (STA), they may choose to keep their civil service status or to the legal framework provided for in the labour regulations in force and the provisions of the rules of procedure of the labour regime.
This option must be exercised within a maximum period of twelve months from the entry into force of the present law.
The organs of the society are allowed to arrange the execution of acts necessary for the outsourcing of the management of the retirement fund of the Andorran telecommunications service (STA), to a maximum amount equivalent to the reservations made to this effect.
Third additional provision. Budget and financial control regime 1. In accordance with article 4.2 of the general law on public finance, the company is subject solely to the financial control established by article 39 of the above legal text and performs their accounting management according to law 30/2007, of December 20, the accounting for entrepreneurs.

2. Without prejudice to the obligation of the society to present the programmes, investments and financing and their consolidation in the general budget for information purposes in accordance with article 12.2 of the general law on public finance, the economic and financial activity of the company and the implementation of its budget approved by the General meeting is carried out irrespective of the approval of the general budget , except in the case that the company required funding by the State to cover any deficits.
Transitional provisions first transitory provision. Extinction of the public entity of Andorra telecommunications service (STA) and subrogation of Andorra Telecom SAU 1. Incorporated the company and once traded the entire assets and liabilities in the same, the public entity of Andorra telecommunications service (STA) will be extinct in its own right.
2. Once registered in the register of companies, the company shall assume full and all the functions that corresponded to the public entity of Andorra telecommunications service (STA) according to the legislation that this Act derogates, and will be subrogada in the rights and obligations that the public entity mentioned had towards any third parties and employees.
Second transitional provision. The applicable prices Are prices of electronic communications services in force at the beginning of the activity of the society will be the prices applied by the Andorran telecommunications service (STA) at the time of the incorporation of the company.
Repealing only. Repeal legislation With the extinction of the Andorran telecommunications service (STA) will be repealed as of the Organic Statute of the Andorran telecommunications service (STA) approved by the General Council on 25 April 1984, as well as the rest of the rules of rank less than or equal to contravene to the provisions of this law.
First final provision empowers the Government to issue the regulatory provisions required for implementation, the deployment and the application of this law.
Second final provision. Modification of the expropriation Law modifies the terms of paragraph 2 of article 2 of the law on expropriation of days 2 and 3 September 1993, which is worded as follows: "2. May be beneficiaries of the expropriation, in addition to the State and the Church, the quarterfinals, parapublic entities and public societies the social capital of which belongs entirely to the Government."
Third final provision this law shall enter into force the day after being 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 and Annex-statutes of the public company Andorra Telecom, s.a.u. and general provisions Article 1 Name With the name of Andorra Telecom, s.a.u. (hereinafter, the "Company"), is a public company by shares, which shall be governed by the law of creation of the public company Andorra Telecom SAU , by the rules in force in the field of commercial companies and by these articles of Association.
Article 2 Subject 1. The society aims to clearly differentiated two types of activities: a) on the one hand, the exclusive benefit of the universal public service of telecommunications in Andorra, including those necessary for the activities listed in paragraph 2 of this article 2. These activities must include in the articles of Association and in the future can only be amended by law.
b) on the other hand, various activities associated with electronic communications, which do not form part of the universal public service of telecommunications, that society can do without exclusive character, under the regime of free competition, and that initially are the activities listed in paragraph 3 of the same article 2. These activities must include in the articles of Association and in the future can be modified and extended by resolution of the General meeting of the company with authorization from the Government.
2. The activities of the exclusive provision of universal public service of telecommunications in Andorra, it should be stated in the articles of Association, the company must be carried out with the necessary character and that in the future can only be modified by law, are the following: to Provide universal public service) exclusive of telecommunications, consisting of the data connection services Fixed and mobile telephony, Internet and, regardless of the technology that supports these services (such as IP, 3 g, 4 g and all other current and future); and take charge of the operation also from all types of electronic communications networks and associated infrastructure, present and future, and the interconnection of infrastructures and networks abroad. The company can request the assistance and intervention of the Government when it is necessary for the effective exercise and because of these activities associated with the public service.
b) to propose to the Government the approval of the national plans of numbering, naming and addressing, the management of which corresponds to the society.
c) propose to the competent Ministry the National Panel of attribution of frequencies of the spectrum.
d) Exercise, by delegation of the Government and in accordance with the regulations in force, the right of approval and verification of products of all kinds related to the areas of their competence, bearing in mind the protection of the consumer.
e) Submit to the Government the approval of the General conditions of provision of the universal service for telecommunications and other electronic communications services, which guarantee the right of users to a high quality service, and also the right to formulate claims free of charge on the provision of the service, and the right to submit their disputes to the decision of the administration.
f) Raise to the Government the proposals regulations that it considers appropriate in relation to the functional and technical aspects related to the activities carried out by the company.
g) issue a report with mandatory on any project of policy, of any rank, it affects the subjects related to the activity of the society.

h) Provide all kinds of advice to the Government and the Ministry with powers on the matters of the activity of the society.
and as delegated by the Government and Exercise) under his instructions, the representation of the Government in the face of international organizations related to the matters of the activity of the society.
j) Assume any other function attributed to the law or, if this is the case, the Government.
3. The activities associated with electronic communications that the company performs without exclusive character and under free competition because they do not form part of the universal public service of telecommunications, that should be stated in the by-laws and that in the future can be modified and extended by resolution of the General meeting of the company with government authorization , are the following: a) take charge of the provision and exploitation of all kinds of ancillary services or complementary or derivatives of the electronic communications.
b) lead to the research and development, promotion and application of all kinds of components, equipment and systems used directly or indirectly for electronic communications.
c) Develop the manufacture or the production and, in general, the other forms of industrial activity related to electronic communications.
d) to carry out the acquisition, alienation and, in general, the other forms of commercial activity related to electronic communications.
4. Society must necessarily inside of the Principality of Andorra, directly or through public companies subsidiaries of Andorran law in which the company is the owner of 100% of the share capital, the activities included in its corporate purpose laid down in the second paragraph of this article, the exclusive provision of universal public service of telecommunications. The activities set out in the third paragraph of the same article, provision under the regime of free competition, the society can develop both in Andorra as abroad, directly or indirectly, in any of the forms allowed by law. The company can also develop eventually abroad, directly or indirectly, in any of the forms allowed in law, universal public service activities of telecommunications included in the second section of this article.
In particular, the company may create, modify, and extinguish other companies and/or participate in the same companies or, if necessary, of any other kind, even intervening in its Constitution, while with the restrictions contained in the preceding paragraph with respect to the exclusive benefit of the universal public service activities of telecommunications in the interior of the Principality of Andorra. Only for activities that do not make up the universal public service of telecommunications in the interior of the Principality of Andorra may also associate with them or are interested in any other form, set with all types of public or private, national or foreign, the relationships and collaboration agreements, partnerships, contracts or agreements that are necessary or appropriate for the development of their activity.
Article 3 legal society, starting from the inscription in the registry of societies, has full legal personality and capacity to act for the effective exercise of all kinds of actions and appeals administrative bodies and courts of any degree and jurisdiction, and to perform all the operations and civil, administrative, commercial, financial contracts and all other nature it deems necessary or convenient to carry out better its social object. The company carries out the activities that constitute its corporate purpose, both in Andorra as abroad, by means of the usual forms of civil and commercial practice.
Article 4 Duration the company is an indefinite and its operations begin on the day you acquire legal personality.
Article 5 of the company's registered office Address is at carrer Mossèn Lluís Pujol, 8-14, AD500, Santa Coloma, Andorra la Vella.
The General meeting may arrange the transfer of the registered office to another place in the Principality, as well as the opening of delegations, representations, branches and agencies anywhere in the country or abroad.
II. social Capital Article 6 social Capital the share capital of the company is 50 million euros (€ 50 million) and is represented by five thousand (5,000) actions nominatives of ten thousand euro (€ 10,000) of nominal value each, constituting a single series of consecutive from 1 to 5,000.
Article 7 subscription and based at the time of granting the deed of incorporation of the company, the share capital is fully subscribed and desembossat.
Article 8 participation in social capital social capital is entirely State-owned and cannot alienate, mortgage, burn, pignorar or give in any way onerous or free.
III. actions Article 9 any actions nominatives are Actions.
Article 10 registration Book of the actions are numbered correlatively, and register in the register of members provided for in article 21 of law 20/2007, of 18 October, corporations and limited liability, which should make the relevant annotations legally.
IV. Liability for debts Article 11 responsibility for debts the company answers of social debts with all its goods and rights, present and future, with express exclusion of property and rights of public domain content in the annex II of the law of creation of the public company Andorra Telecom SAU.
V. Government of the Partnership Article 12 bodies of the Society The society's governing bodies are the General meeting of shareholders and the Board of Directors, without prejudice to the positions that may be appointed by resolution of the General meeting or by legal imperative, such as the general manager.
Vi. General meeting of Shareholders Article 13 the General Meeting 1. The General meeting of Shareholders is the organ of expression of the will of the social. Meets in ordinary sessions and extraordinary.
2. The Government, constituted in General, also exercises the functions of General meeting of shareholders.
Article 14 Classes of general meetings 1. General meetings may be ordinary or extraordinary.

2. The ordinary General Meeting meets every year in the first half of each social exercise, to censor social management, approve the annual accounts and resolve on the application of the result, without prejudice to their competence to try and adopt resolutions on any other issue that record to the order of the day. The ordinary General meeting held outside of the period mentioned is valid , without prejudice to the responsibility that may be applicable to administrators for procrastination produced.
3. Any General meeting other than provided for in the previous paragraph has considering extraordinary General meeting.
Article 15 Powers of the General meeting the following attributions correspond to the General shareholders ' meeting: a) to approve the social management and, if applicable, the annual report of the financial year.
b) to approve the balance sheet and the accounts of the previous financial year and the budget.
c) Approve the programmes, investments and financing.
d) Solve what is coming from on the distribution of benefits.
e) Designate and renew the members of the Board of Directors.
f) to appoint and dismiss the auditors.
g) Resolve on any other matter of ordinary administration that is included in the order of the day.
h) agreed to the increase and reduction of the share capital, with the limitations laid down in the law of creation of the public company Andorra Telecom SAU, in relation to the inalienabilitat and indisponiblitat actions.
and) Modify these statutes, in accordance with the procedure laid down in article 40.
j) appoint and dismiss the director general.
k) agreed to the early removal of the members of the Board of Directors and the appointment of other members that are overriding.
the) Exercise social action against administrators, liquidators and the auditors.
m) Decided the dissolution, extinction, the transformation, the merger or the absorption of the company according to the provisions of article 4 of the law of creation of the public company Andorra Telecom SAU.
n) agreed to the creation, modification and extinction of other companies and/or participation in other companies, both in Andorra as abroad or, if applicable, on any type of us national or foreigners, and establish agreements of association or interest, with the limitations established by the law of creation of the public company Andorra Telecom SAU.
o) Set with all types of public or private, national or foreign, relationships and collaboration agreements, partnerships, contracts, agreements or of another kind.
p) and, in general, to deliberate and take decisions on any matter of interest to the society that is included in the order of the day.
Article 16 Acts, certificates 1. Each session of the General meeting it extends the relevant Act, which make the place, the day and time of the meeting, the agenda and a brief summary of the discussions and the resolutions adopted.
2. The events are transcribed in a book for this purpose, which is kept at the registered office.
3. The issuance of the certificates of the agreements registered in the book of acts is up to the Secretary of the Government, with the approval of the head of Government.
VII. Board of Directors Article 17 Composition 1. The Board of Directors is the governing body of management, administration and representation of the company and implementation of social agreements. Is made up of at least six members and at most eight, with a president, a Vice-President and a Secretary, non-Board member.
2. The Board of Directors is composed of people with the following charges: a) Chairman: the Minister responsible for telecommunications.
b) Vice President: the Minister responsible for finance, or in the event that this competition include telecommunications, the Minister that the Government designates.
c) vowels: i) a person, or optionally two, proposed by Minister president.
II) a person, or optionally two, proposed by Minister Vice President.
III) the director-general of the society.
IV) a member of the Management Committee of the society proposed by the director general.
of non-Director Secretary): a member of the Management Committee of the society proposed by the director general.
3. Attend the meetings of the Board of Directors, without the right to vote, the advisors that the same Board of Directors deems necessary.
Article 18 duration of the term of Office of the president, the Vice-President and directors. Renewal. Requirements of members of the Board of Directors 1. The term of Office of the president and the Vice President is matched with the duration of his positions in the Government.
2. The duration of the term of Office of the director general and the Member proposed by the director general corresponds with the length of his posts at the company, but both can be revoked in advance and freely at any time by the General meeting of shareholders.
3. Saved agree otherwise of the General meeting, the mandate of the rest of the directors of the same duration of the mandate of the people who have been appointed. The directors are reelegibles indefinitely and may be revoked in advance and freely at any time by the General meeting of shareholders.
4. the members of the Board of directors should be persons of recognised good repute and professional business and must have suitable knowledge to exercise properly the duties inherent in the position and a suitable professional experience.
Article 19 Free of charge 1. The position of president, Vice-President, and Director is free when you have a person in the exercise of a political mandate, which forms part of the public administration, of the company Andorra Telecom, or any company wholly public.
2. The post of Counselor played by a person not included in the cases of paragraph 1 is free, provided that the General did not agreed otherwise.
Article 20 Representation and delegation 1. The members of the Board of Directors may be represented by another Member and can also delegate a vote to another Director, but it can make a person outside the Board of Directors. The representation must always be in writing and must be made for each case in which it occurs.
2. The Vice Minister responsible for finance may delegate the exercise of his Office occasionally or permanently in a Ministry director who runs.
Article 21 the Organization Board of Directors

1. the president and Vice-President of the Board of Directors the persons holders of the charges referred to in article 17 of these articles of Association. The Vice President replaces the president in the event of absence or impediment. The Member of the Board of directors appointed by the older General meeting of shareholders between proposed by competent Ministers in the field of telecommunications and finance, assumes the Presidency when the posts of president and Vice President are vacant.
2. In case of absence, the Secretary is replaced by a member of the Management Committee member of the society proposed by the director general and, if this is also absent, by any of the other vowels.
Article 22 Notice, quorum, majorities 1. The Board of Directors meets at the call of the president, which brings together as many times as believe social interests and also convenient for when you ask for three or more members of the Board of Directors proposing a specific agenda. In this case, the president should respect the agenda proposed by the applicants but there are you can add other points.
The call can be made by any means, and it should be saved, emergency cases, with five working days in advance, at least, on the date of the meeting. In the case of call at the request of three directors, the meeting should be set within the fifteen days following the date of the request.
2. The Board of Directors is validly constituted with the presence or the representation of half plus one of the members, and their agreements are adopted by simple majority of votes. In case of a tie, the vote of the president is considered to be of quality.
3. The Board of Directors may 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.
Article 23 powers of the Board of Directors Are the competence of the Board of Directors in all matters relating to the management, administration and representation of the company and in the management of Social Affairs. The Board of Directors has the broadest powers to carry out all sorts of useful actions for social purposes and, in particular, and without this enumeration have restricted, but purely illustrative, as follows: a) General Events and) Represent the company in court and out of trial.
II) to propose to the General meeting the adoption of agreements on matters of their competence.
III) Approve the draft of the action programmes, investments and financing, to subject them to the General meeting.
IV) Write the memory, to formulate and sign the annual financial statements and the proposed application of the result within a maximum period of six months from the closing of the financial year to subject them to the General meeting.
v) delegate to one or some of its members, the general manager, or another person, the powers it deems appropriate and to establish the other powers that it deems appropriate.
vi) receive and send correspondence, certificates, money orders, invoices and receipts, and in general, all public or private documents that are cooperating for the purposes stated.
VII) Exercise all other powers attributed to it by these statutes and apply them and interpret them when appropriate.
VIII) Appoint sections or committees of joint work with other entities, organizations and agencies, public and private, national or foreign, related to activities that contribute to the development of the corporate purpose.
IX) Appoint the members of the governing bodies of the subsidiaries and investees, in Andorra and abroad.
x) to approve the internal rules on personal matters.
b) ownership, real rights, obligations and contracts and) Constitute, to recognize, edit, accept, group, split, yield, ratify, extinguish or remove, in whole or in part, the domain, property rights, special properties, servitudes, usufruct, censuses, wagers, mortgage, anticresis and other rights, with express exclusion of property and rights of public domain content in the annex II of the law of creation of the public company Andorra Telecom SAU.
II) Formalize civil, Mercantile and administrative contracts, including purchase and sale, Exchange, lease, concerning forgers, loan, society, Association of work, service or work, insurance and, in general, all kinds of contracts or main or cumbersome accessories, innominats, nominees or monoids, free or random held by mutual agreement or by auction, tender or any other form of tender.
III) Establish labour contracts.
IV) assign, transfer, charge and pay all kinds of credits, interest or dividends, without any limitation.
c) Mercantile and Events) to establish and modify the prices of the services.
II) Established or formalized, acknowledge, assign, ratify, extinguish or remove all kinds of acts, contracts, credit, bonds and commercial business, values, effects, metallic, rights or actions, purely or condition or term, simple-shaped or solidarity, main or accessories, monoids or random both nominees such as innominats, which refer to public or private persons, and even if they are established in stock , markets, markets or fairs, or that refer to the State and public persons, banks and savings banks, insurance companies and others. Confer mandates and powers to any assistants, mediators and agents.
III) open and close or cancel deposits, security boxes, credit accounts, clearing accounts, books or bank books. Dispose of your funds, agreeing to balance or excerpts, already have to money, as have the objective of personal property or real estate, or rights or actions of any kind.
IV) Issue, deliver, transfer, endorse, negotiate, discount, protest, collect, intervene, indicate, endorse, accept and pay bills of Exchange, cheques, promissory notes, checks, vouchers, payment terms and any other kind of commercial papers and securities.
v) at the proposal of the director general, to appoint, suspend and dismiss the Executive boxes (except the same director general), officers, technicians, employees, workers and operators; establish the compensation, the duties and working conditions, and devolve them, where appropriate, the power to recruit and sign on behalf of the company.

vi) Formalise contracts of sale, choice, barter, lease, loan, insurance, works, in provision of services, supplies, supply, relating to commercial property and industrial, banking, warranty, technical assistance and technology transfer, transport, advertising and, in general, any kind of commercial contracts.
d) Agreements to establish relationships and collaboration agreements, partnerships, contracts or agreements in the field of its functions with all kinds of organisations, institutions and public or private bodies, us, national or foreigners, as long as they contribute to the development of society.
e) judicial Acts and of the public administration and) Intervene as an actor, the respondent or any other concept, in procedures, acts or actions of the civil, criminal, administrative jurisdiction and any other jurisdictions. Exercise all kinds of judicial and extrajudicial actions, both in Andorra as abroad.
II) Make all kinds of resources, ordinary or extraordinary. Ask for executions.
III) suspend, compromise, desist, engage in law or arbitrators of equity, or a third party, in the same procedures. Give up all kinds of actions and judicial guarantees.
IV) appear before any authority and public official or public institutions or official in Andorra or abroad. Submit applications, promote files of any kind, follow them and finish them with broader powers to desist, give up, compromise, and to go against their agreements and give out all the ways permitted by law.
v) attended competitions, auctions and public tenders, with broader powers to establish administrative contracts and accept concessions, with the terms, rates and conditions that it considers more appropriate.
vi) Require the intervention of notaries or other jurymen, authorities and officials.
VII) to grant powers to lawyers and attorneys with all or part of the powers referred to in this article.
Article 24 events. Certificates of each meeting of the Board of Directors is up the relevant Act, which is passed in the same session or the session immediately following. The agreements, in any case, are executives although the minutes have not been approved.
The agreements are delivered by the Secretary, with the approval of the president.
Article 25 powers of the president of the Board of Directors is up to the president, on behalf of the Board of Directors, govern and administer the social interests, in accordance with the legislation in force and these statutes and to execute the resolutions of the General meeting of shareholders and of the Board of Directors. These powers can be delegated to the Vice President or other members of the Board of Directors.
VIII. General Management Article 26 Functions, appointment and resignation society is also governed, represented and managed by a general manager, appointed and dismissed by the General meeting, which is responsible for the operation, the twist and the traffic of the company under the terms established by these statutes and by the Board of Directors.
The ceo must have the Andorran nationality and education of higher degree, you have to be person of recognized business and professional good repute and must have suitable knowledge to exercise properly the duties inherent in the position and a suitable professional experience.
Article 27 delegation of powers the director-general may delegate powers, or subdelegar the powers that have been delegated by the Board of Directors, other staff members of society, with the express prior authorization of the Board of Directors.
Article 28 Incompatibilities in addition to the causes that determine the law 20/2007, of 18 October, corporations and limited liability in labor law and commercial law and in other applicable regulations, the post of director-general is incompatible with any elective public office as designation. It is also incompatible with any kind of connection with other public or private services or telecommunications-related companies, with the exception of express authorization of the Board of directors when it deems that the link is of interest for the society.
If there is a cause of incompatibility, it must require the general manager responsibilities that correspond.
The General meeting may dismiss the director general at all times.
IX. Article 29 Personal staff on the legal staff of Andorra Telecom, s.a.u. is the foreseen in the regulations in force at the time of general nature in the Principality of Andorra.
X. economic regime of the society Article 30 social social exercise Exercise begins the first day of January and ends on the thirty-December of each year. By exception, the first social exercise will start on the day of commencement of operations and will be concluded on the last day of the calendar year.
Article 31 accounting Documents must carry a social accounting in accordance with the rules of existing companies.
Article 32 legal Reserve A ten percent (10%) of the annual net profits shall be allocated to the legal reserve of the Constitution required, until this reaches the twenty percent (20%) of the share capital.
Article 33 distributable distributable benefits Benefits are organized by the net profits for the year, decreased, when appropriate, by the losses of previous years, the funding provided for the legal reserve and the volunteer that you remember, and augmented by the freely available reserves of previous years.
XI. Financial Control and deposit of accounts Article 34 Financial Control the company is subject to financial control conducted by the General intervention of the Government, in the manner provided by general law of public finance, without prejudice to other measures that may be established to assess the correct operation in the management of society, but without prior investigation.

At least once a year will have to be made, by means of a professional who has the legal status of auditor of accounts in Andorra, an audit of the annual accounts of the company, in accordance with the legal provisions in the area of societies. In addition, the General meeting has to pass at the end of the legislature, or whenever it deems convenient, an audit of efficiency with the aim of evaluating the achievement of results and objectives approved by the General meeting. These audits are in the Court of accounts for the exercise of its functions.
The auditors are appointed by the General meeting of shareholders in accordance with the law 20/2007, of 18 October, corporations and limited liability, and the rules governing the audit of accounts.
Article 35 accounts Deposit certificates of the agreement approves the annual accounts and of the agreement relating to the implementation of the result, together with a copy of the annual accounts and the Auditors ' report must be presented for deposit into the registry of companies within a maximum period of one month, counter from the date of the adoption of the resolutions.
XII. Dissolution and liquidation Article 36 Dissolving the approval of the dissolution of the company corresponds to the General Council, with the prior agreement of the General meeting of the company adopted in the manner provided for in these statutes.
Article 37 Settlement from the time of its dissolution, the company is in liquidation. The settlement puts an end to the functions of the Board of Directors, which continues as a body of payment without prejudice to the powers of the General meeting, which retains the same powers that had for the social life.
Article 38 organization of the settlement Agreed the dissolution, the General meeting regulates the form of settlement, carried out by the Board of Directors as a body of liquidation.
Article 39 closure of liquidation the liquidation operations, the Board of Directors in a settlement body functions General meeting that aims to the approval of the final balance of the liquidation.
XIII. Final provisions Article 40 amendment of by-laws 1. Corresponds to the General Council to approve the amendment of these statutes to the proposal of the Government, once agreed by the General meeting.
2. However, it is up to the Government to authorize, without approval of the General Council, the modification and extension of the activities contained in paragraph 3 of article 2 of these statutes (object), once agreed by the General meeting of the company.
3. The dissolution and the liquidation of the company, its transformation, and any corporate restructuring operation, the capital increase, as well as the transfer of the assets and liabilities, once agreed by the extraordinary General meeting, must necessarily be subject to the approval of the General Council.
4. Without the authorisations and approvals referred to, the modification, dissolution and termination of the company adopted by the General meeting have no effect.
Article 41 Referral rules In everything that is not provided for by these statutes or by the law of creation of the public company Andorra Telecom, s.a.u., apply the provisions of the law 20/2007, of 18 October, corporations and limited liability or the regulations thereto in the future and the other legal provisions and regulations in force.
Annex II-list of National Assets that are assigned to Andorra Telecom, s.a.u., land and buildings to the corresponding Terrain Surface Address unit Description Parish CP attached (m2) AD100 Canillo and main building of Ransol Ctra. General, s/n Edif. At 228.00 AD200 Encamp Encamp and Central Building C/Pas de la Casa, 2 Edif. At Ordino AD300 94.50 ground and main building of the Ensegur Avenue Arans, Edif. At La Massana AD400 391.70 Land plot of the mill Meadow and Central Buildings of la Massana 1 and 2 Road, Edif. At Andorra la Vella AD500 769.50 terrain and Building – AV. Meritxell 112 Andorra la Vella AD500, Avinguda Meritxell 112,913.40 terrain and building of la Comella, Ctra. of la Comella, Edif. At Andorra la Vella AD500 1,752.00 terrain and building Nexus STA. Coloma C/Mn. Lluís Pujol, 8-14 1,935.00 AD600 Sant Julià de Lòria and Central Building Sant Julià de la Fellowship, Edif. At 94.50