Law 22/2008 Of 30 October, The Creation Of The Public Company Andorra Development And Investment Sa

Original Language Title: Llei 22/2008, del 30 d'octubre, de creació de la societat pública Andorra Desenvolupament i Inversió SA

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Law 22/2008 of 30 October, the creation of the public company Andorra development and investment SA since the General Council in its session of October 30, 2008, has approved the following: law 22/2008. on 30 October, the creation of the public company Andorra development and investment SA.

Exhibition of illustrations and Andorra is in a period of economic transition, of regeneration and reorientation of an economic model started the Decade of the seventies of the 20th century and until now competitive and growing, but that in recent years has presented a clear need of renovation because the economic analysis point out that, although the wealth of the country is above the European average , the growth has been reduced recently.

With the mission to diversify and modernise the Andorran economy, in 2005 he created the Bureau for business innovation (OIE). Specifically, the objectives were: a) to encourage the creation and development of new sectors of economic activity of added value; and b) position internationally for Andorra as an open economy, modern and attractive.

Then, in 2006, with the aim to consolidate the planning of the future of the Andorran economy, the Government established the program and the Agency Andorra 2020 economic strategy, to define and establish a set of priority actions to undertake in the next few years that they have become the source of the necessary transformation of the economy. The Government, with the aim of adjusting to the economic policies of most advanced countries, has set goals of modernisation, diversification and opening of the economy in which the sectors of services of high added value and new technologies have a leading role.

One of the main strands of the Andorra 2020 programme is the modernisation of the economic framework of Andorra to attract national and international investors, and which includes performances in several fundamental areas of the economic system; among others, the strengthening of the legal framework, the rules governing foreign investment and tax reform.

After the approval, at the end of 2007, of the law of corporations and limited liability and the law on the accounting for entrepreneurs, with the recent adoption of the law of foreign investments has closed the first phase of the strengthening of the legal framework which aims to establish a secure, transparent legal framework and international directives and regulations towards convergent.

As its reason, the latter legislation on foreign investment should become a very significant part of the economic policy aimed at promoting progress and competitiveness of the Andorran economy, because through the attraction of foreign capital can be achieved increase the level of development and of innovation. From its entry into force, the foreign capital will be able to have more presence in the country, up to one hundred percent of the share capital of companies of certain sectors, with the aim of diversifying the Andorran economy and attract sectors of high added value.

The next step in the process of economic reform and opening up is to introduce a tax reform that video the benefits of the companies and create a new tax that simplifies and unifies the current indirect taxes.

In addition to the modernization, another of the main strands of the Andorra 2020 programme is the diversification of the economy through the promotion of new sectors with which it aims to convert Andorra in a favourable environment for the creation and development of new companies. It is within the framework of this initiative which is a major part of the actions of the Bureau for business innovation.

This Office was created with the initial name of Office for Technology strategy and organically from the head of Government. With the restructuring of the Presidency of the Government of 26 September 2007, adopted the current name of Bureau for business innovation, and with the 20 initiatives of which consists the Andorra 2020 strategic plan has had an important role to encourage the emergence of new sectors.

In order to achieve the objectives, the OIE has been encouraging an environment suitable and attractive for the proper growth of entrepreneurship through the implementation of an innovation system that catalyses the synergies of the various actors in the economic growth, both public and private. This system is based on three axes: a) support entrepreneurship and catalyze it; b) facilitate the financing, and c) to promote awareness.

As a technical body of economic development, the OIE has given service to the company as the entrepreneur and private investor, and also has favored intermediation between these and the main socio-economic agents, both public and private, around common projects and key which benefit the country in general and the economic growth in particular.

Since its creation, the OIE has helped the development of 20 business projects through the Innovative Award and has supported one hundred projects; has promoted Andorra internationally through the Future of Europe Summit Economic Forum and has started a change in business mentality with the proposed services and innovative activities ever made in Andorra earlier.

However, the experience of the operation carried out during this time has shown the need to provide for a more flexible and dynamic management tool. The wanted to boost and support to businessmen and entrepreneurs requires an agile and efficient negotiator, sufficiently flexible to adapt to business needs and provide them with a quick response. In this sense, the creation of a public company of the general administration is manifested as the ideal formula to achieve, on the one hand, the advantages arising from the adjustment of the activity in the private law (more agility, flexibility, speed and efficiency), and on the other hand, maintaining the essential link to the public organization, to the Government.

This is the object of this law of creation of the public company Andorra development and investment, SA, which will replace the Bureau for business innovation, with the following content: Article 1 Purpose this law aims at the creation of the public company Andorra development and investment SA, with the legal form of limited liability company, to carry out the activities that constitute the social object.

Article 2 applicable legislation, the performance of the company is carried out in accordance with the rules of private law


and you have to hold the Organization, the activities and the operating regime the statutes annexed to this law. Is subject to financial control in the form as established by the general law on public finance.

Article 3 social Circumstances the public company Andorra development and investment SA picks in the articles of association the following circumstances: (A) Constitutes the corporate purpose: to strengthen, diversify and modernise the Andorran economy and attract as much investment as foreign business promoters. It has, therefore, twofold: a) on the one hand, to encourage the creation and development of new sectors or new sectors to strengthen and diversify the Andorran economy, and b) on the other hand, positioned strategically in the Principality of Andorra as an open economy, modern and attractive at international level.

To accomplish this purpose, it has the following functions: 1. With regard to the strengthening and diversification of the economy: (a) to promote and encourage a competitive business model.

(b) to foster the entrepreneurial spirit and help the creation of new companies.

(c) Put at the disposal of the employers information and services for the development and the improvement of your company.

(d) participate in venture capital operations and to the creation or expansion of companies through the subscription of shares or of shares representing the share capital.

(e) to organize all kinds of meetings and events of interest to the economic and business topics, including awards and competitions of national or international scope, and also sponsor economic events of national or international scope.

(f) Finance and subsidize.

(g) Promote activities aimed at training.

2. With regard to internationalisation: (a) to establish the international presence by opening offices or branches.

(b) provide information and advice to both the Andorran companies wishing to operate abroad as foreign companies that are interested to settle in Andorra.

(c) Promote Andorra in the economic field at international level and attract foreign investment.

(d) to relate and to establish collaboration agreements with foreign institutions and organisations linked to the business world.

It is also the object of the society all other activity accessory or complementary to the parent object indicated that tend to the improvement of the development.

(B) The initial capital of the company is of sixty thousand euros (60,000 euros) divided into one hundred (100) shares of six hundred euros (600 euros) each.

In any case, the participation of the State, through the Government, in the share capital of Andorra development and investment SA should always be at least the 51 to 100.

(C) The General meeting of shareholders is the organ of expression of the will of the social.

All the partners, including dissidents, are subject to the agreements of the General meeting, without prejudice to what may challenge them in the manner provided by law.

(D) The Board of Directors is the governing body for the management, administration and representation of the company and implementation of social agreements. It is composed of nine members, with a president, a Vice-President and a Secretary.

The members of the Board of Directors and the people who have to develop the positions of president, Vice President and Secretary are elected by the ordinary General meeting in the following conditions: (a) form part of the Board of Directors, in all cases, good in quality of Directors, along with the corresponding charges that the General Meeting decides:-two people, proposed by members, who hold the position of president in two of the most significant economic and business organizations in the country.

-Two people, also proposed by members, with knowledge and/or appropriate professional experience in the field of business management or economic development, active professionally, but to exercise most of the professional activity outside Andorra.

(b) the five remaining members of the Board of Directors are appointed by the General meeting by the voluntary grouping of actions. Each voluntary grouping of actions that represent the twenty-five percent of the share capital have the right to appoint a Director. If the partners do not make use of the group, the members of the Board of Directors that are missing to complete the five must be appointed by the partners, single or grouped, who have the largest number of shares.

The general director of the company may attend the meetings of the Board of Directors with voice but without the right to vote. Also attend, without the right to vote, the advisors that the Board of Directors deems necessary.

(E) The Board of Directors may appoint, among its members, one or more CEOs and devolve them their own powers in accordance with the legislation in force.

The position of Chief Executive Officer can be rewarding in the form and the amount granted the Board of Directors without the participation of the Member concerned and during the time indicated in the agreement of appointment and, at most, the same time that corresponds to the owner as a member of the Board of Directors. The delegation can be renewed indefinitely.

The CEOs can be dismissed or suspended at any time by the Board of Directors, or can revoke in whole or in part the delegation that has been carried out.

(F) technical and administrative management of the company may be entrusted to one or to several general managers, appointed by the Board of Directors, which can also dismiss them freely. The post of director-general is rewarding and is the responsibility of third parties to the company. The duration and the General conditions are regulated by a contract.

Article 4 Resources the public company Andorra development and investment SA has for the fulfillment of its social object of the heritage and of the resources that the Government there is attached to and you get in the future with the exercise of their activity.

Article 5 the budget and financing 1. Andorra development and investment SA is financed by the income derived from the activities foreseen in the corporate purpose and, if necessary, by means of subsidies provided to the budgets of the State.

You can arrange credit operations to meet the needs of the Treasury provided that the aggregate does not exceed 50% of the income for ordinary operations of the previous year.

2. The Board of Directors refers to the Government each year the draft annual budget, which must include the ordinary and extraordinary income and expenses of investment and operation, so that they are considered.


In the budget there appear also the grants needed to include them, where appropriate, in the General budgets of the State.

3. The budgets, accounting and financial control of the company are subject to the provisions of the general law of public bonds and concordant provisions and deployment.

4. The Board of Directors must send every year to the Government, to control it, the following documents:-the settlement of the budget.

-The balance sheet and operating account corresponding to the social exercise.

-The account summary of commercial operations.

-A variation of working capital.

-A financing.

Transitional provisions the first authorises the Government to subscribe and pay the totality of the founding capital of the public company Andorra development and investment SA, and to make the necessary budgetary transfers to this effect.

Second empowers the Government to dictate the rules of assignment of the goods that are currently in the possession or ownership of the Bureau for business innovation that must be transferred to the Andorra development and investment society SA because it can work once it has been allocated.

Third up to the 1st of January 2009, the Bureau for business innovation will continue to exercise the duties that correspond and that, from that date, and as long as it has already been established, will be performed by the Andorra development and investment company, SA, then begin their operations.

Final provisions First empowers the Government to issue the regulatory provisions necessary for the implementation, development and the application of this law.

Second this law comes into force the day after being published in the official bulletin of the Principality of Andorra.

Casa de la Vall, October 30, 2008, Joan Gabriel i Estany 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 Nicolas Sarkozy President of the French Republic and the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra Andorra development and investment public statutes of the company SA and. Name, registered office, object, duration and legal personality 1 Article Name With the name of Andorra development and investment S.A. is a public company limited company, contained in article 4 of the general law of public finance , and that is governed by the laws in force in the field of commercial companies and by these articles of Association.

Article 2 Purpose the purpose of the society is to strengthen, diversify and modernise the Andorran economy and attract as much investment as foreign business promoters.

It has, therefore, twofold: a) on the one hand, to encourage the creation and development of new sectors or new sectors to strengthen and diversify the Andorran economy, and b) on the other hand, positioned strategically in the Principality of Andorra as an open economy, modern and attractive at international level.

To accomplish this purpose, it has the following functions: 1. With regard to the strengthening and diversification of the economy: (a) to promote and encourage a competitive business model.

(b) to foster the entrepreneurial spirit and help create new businesses.

(c) Put at the disposal of the employers information and services for the development and the improvement of your company.

(d) participate in venture capital operations and to the creation or expansion of companies through the subscription of shares or of shares representing the share capital.

(e) to organize all kinds of meetings and events of interest to the economic and business topics, including awards and competitions of national or international scope, and also sponsor economic events of national or international scope.

(f) financing and subsidies.

(g) activities aimed at training.

2. With regard to internationalisation: (a) to establish an international presence by opening offices or branches.

(b) inform and advise both the Andorran companies wishing to operate abroad as foreign companies that are interested to settle in Andorra.

(c) Promote Andorra in the economic field at international level and attract foreign investment.

(d) Establish relationships and collaboration agreements with foreign institutions and organisations linked to the business world.

It is also the object of the society all other activity accessory or complementary to the parent object indicated that tend to improve their development.

Article 3 legal society, from their entry in the register of companies, has full legal personality and capacity to act effectively to carry out all kinds of actions and appeals administrative bodies and courts of any degree and jurisdiction, and to do 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 your social object 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 31st of January 2009.

Article 5 of the company's registered office Address is at carrer Prat de la Creu, numbers, 59-65, scale, 1st, Andorra la Vella (AD500). The ordinary or extraordinary General meeting, it may be decided to transfer the registered office and open offices, representations, branches and agencies anywhere in the country or abroad.

II. social Capital Article 6 social Capital social capital is set at sixty thousand euros (60,000 euros), divided into one hundred (100) actions nominatives of six hundred euros (600 euro) nominal value each, constituting a single series of consecutive of 1 to 100, both included. The share capital can be increased or decreased by resolution of the extraordinary General meeting, in accordance with the legislation in force. The changes of social capital have to register in the register of companies.

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 the share capital the share capital belongs: in Government, in a 51%) at least.

b) to other legal persons public or private non-profit entities at most in a 49%.


With the exception of the onerous or free transfer between the Government and the other legal persons public or private not-for-profit entities that are stakeholders in the proportions indicated above, the capital cannot alienate, mortgage, burn, pignorar or give to other people or entities in any way onerous or free.

In all the transmissions of actions that made, either of character charges, whether free of charge, the Government has a right to preferential acquisition under the terms established in article 13 of these statutes.

III. actions Article 9 Actions the actions are documented by non-negotiable titles and correlatively numbered, and eventually can be represented by temporary certificates.

Article 10 registration book society partners must bring a log book of members, which must contain the successive transfer of the shares, with expression of the identity and place of residence of the holder of the shares, and other legally relevant annotations.

Article 11 rights and duties matched to action each share confers on the holder the status of a partner and the inherent rights that arise, with the right to pre-emptive subscription of the new shares to be issued, in the form provided for in these statutes, and the right to vote at general meetings. Each share gives right to one vote.

The possession of one or more actions implies subjection of its owner to the statutes of the company and the resolutions of the General meeting of shareholders, without prejudice to the actions of challenge that you can exercise.

Article 12 Indivisibility of the shares of the company any action uniquely considered is indivisible, and the company only recognizes one owner per share.

Article 13 Transmission of the shares. Right to preferential acquisition of the Government 1. The transmission of shares free or onerous can be made solely and freely between partners, and while respecting the requirement of preferential acquisition and participation of Government minimum established in this article and in article 8 of these articles of Association. The transmission must be communicated to the Chairman of the Board of Directors for the purpose of registering the acquirer in the log book of members.

2. In all transmission of shares, whatever his title, the Government has the right to preferential acquisition resulted in the rights of pre-emption and pre-emption of corresponding subsidiary. To this end, any transfer of shares should hold to the following rules: a) If the transmission were free, the Government has a right of pre-emption by subrogation in the place of the acquirer, by means of the payment of the sale price of the shares acquired. This price must be fixed by common agreement of the parties or, in default of agreement, must fix an adjuster appointed by the Mayor, the president of the Council at the request of the Government or on both sides. The costs of the procedure and the fees of the experts are spread by halves between both sides. The deadline to exercise the right of pre-emption by the Government is sixty calendar days counting from the undoubted knowledge of the transmission.

b) if the transmission was onerous, the Government has a right of pre-emption and pre-emption rights in the form of preference for acquiring the shares subject to alignment with the previous payment, which corresponds, of the price and the costs as specified in the previous section. The proof has to exercise during the thirty calendar days subsequent to the date on which the transmitent, by means of the Chairman of the Board of Directors of the company, has reported to the Government on your project or the will of alienation. In the absence of such notification, the Government can exercise the right of pre-emption in the sixty calendar days of the undoubted knowledge of the fact of the transfer.

Article 14 right of preference subscription In any capital increase granted the company, the partners have the right to subscribe to a number of shares of the new issue of proportional to the that already possess, so that their percentage of participation in the share capital will keep unchanged after the extension.

IV. Liability for debts Article 15 liability for debts the company answers of social debts with all its goods and rights, present and future.

V. regime and the Government of the society Article 16 bodies of the society The society's governing bodies are the General meeting of shareholders and the Board of Directors.

Vi. General meeting of Shareholders Article 17 the General meeting The General meeting of Shareholders is the sovereign body of the society. Meets in ordinary sessions and extraordinary. All the partners, including dissidents and those who have not participated in the meeting, are subject to the agreements of the General meeting, without prejudice that could challenge them in the manner provided by law.

Article 18 call for the General meeting of shareholders convenes the Board of Directors, and on its behalf, the president, you're bound to do it with ordinary character once each year during the first six months of the year and you can summon it with extraordinary character as many times as believe convenient for social interests.

Moreover, the Board of Directors is obliged to convene the General meeting when they request a number of shareholders representing, at least, 10% of the share capital. The request should be addressed in writing to the body of administration and has to express the issues that they have to deal with in the meeting. The administrative organ is obliged to give free rein to call within the thirty days following the date on which the meeting is requested, and you have to necessarily include in the agenda the issues that have been claimed in the application, but you can add other points you think appropriate.

Article 19 form of the call for the convocation of the General meeting is done by writing to the address contained in the register of members, by registered mail or courier, and must be completed with a minimum of twenty one calendar days in respect of the day that held the meeting.

The call has to express the date, place and time of the meeting, both on first call and second, and the order of the day of the issues that will have to deal with. Between the first announcement and the second must be spent, at least twenty-four hours.

The call to hold general meetings, both the ordinary and the extraordinary, has not been published in any newspaper, and does not need any kind of advertising.

Article 20 Constitution without convening


The General meeting is validly without notice nor any other requirement, as long as they meet, present or represented, all shareholders and accept unanimously celebrate it and the order of the day. The Board may take decisions both of the competence of the Ordinary shareholders ' meeting and the extraordinary, with majorities that, in each case, correspond.

Article 21 agenda the agenda of the General meetings the fixes the promoter of the event, and must be expressed in the same call. The General Meeting cannot make agreements on issues that have not been included in the agenda, but the replacement of administrators and social action in liability against the same administrators.

Article 22 Assistance all partners, regardless of the number of shares they own, have the right to attend general meetings.

Article 23 performance in Government and other public and private legal persons in accordance with the provisions of article 8 have the status of members, validly Act through their legal representative, except in the case of expressly designate another person with sufficient powers.

In any case, the rights of voice and vote at the General meeting of the shareholders must exercise a single individual, notwithstanding that they are several who attend the meeting on behalf of the same person.

Article 24 the Committee the General meeting elects the president from among its members, and may elect a Vice President for replacing it in case of incapacity, absence or illness.

It also appoints a Secretary, who need not be shareholder.

Article 25 of the General meetings: quorum The General meeting of shareholders is validly constituted, in both first and second, when the partners present or represented hold at least fifty-one percent (51%) of the subscribed capital entitled to vote.

Article 26 Adoption of the resolutions: majorities 1. Decisions are taken with the favourable vote of the majority of the share capital present or represented, provided that this majority means at least fifty-one percent (51%) of the share capital of the company.

2. Likewise, the agreements relating to the modification of these 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 fifty-one percent (51%) of the share capital of the company.

Article 27 powers of the ordinary General meeting the following attributions correspond to the Ordinary General meeting: a) to approve the social management and, if applicable, the annual report of the financial year.

b) to approve the accounts of the previous financial year.

c) Solve what is coming from on the outcome of the exercise.

d) Designate and renew the members of the Board of Directors.

e) Resolve on any other matter of ordinary administration that is included in the order of the day.

Article 28 powers of the extraordinary General meeting Are powers of the extraordinary General meeting: a) the increase and reduction of the share capital.

b) the amendment of these statutes.

c) early removal of the members of the Board of Directors and the appointment of others that are overriding.

d) the exercise of the action against administrators, liquidators and the auditors.

e) transformation, the merger and the split of the company.

f) the dissolution, liquidation and termination of the society.

g) 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 29 Acts 1. The individual functions of Secretary must make a record of each meeting of the General meeting, which must be signed with the approval of the president and that has been approved at the end of each session or the session immediately following. In the minutes the circumstances must be required in article 58.2 of the company law in force.

2. The Secretary of the Board of Directors must be transcribed in the book of acts the resolutions passed by the General meeting.

Article 30 Certificates the shareholders have the right to obtain a certificate of the agreements of the General meetings. The certification must be signed and delivered to the Secretary of the Board of Directors with the approval of his president.

VII. Board of Directors Article 31 Composition 1. The Board of Directors is the governing body for the management, administration and representation of the company and implementation of social agreements. It is composed of nine members, with a president, a Vice-President and a Secretary. It is not necessary the condition of shareholder to be a member, but, in any case, and at least one of the Board members must have continuous residence in Andorra or Andorran nationality during the period established by the legislation.

2. The ordinary General meeting elects the members of the Board of Directors and the people who have to develop the positions of president, Vice-President and Secretary in accordance with the following conditions: (a) form part of the Board of Directors, in any case, whether as directors, either with the charges that the General Meeting decides:-two people, proposed by members, who hold the position of president in two of the most significant economic or business organizations in the country.

-Two people, also proposed by members, with knowledge or appropriate professional experience in the field of business management or economic development, active professionally, but to exercise most of their professional activity outside Andorra.

(b) the five remaining members of the Board of Directors designates the General meeting through the voluntary grouping of actions. Each voluntary grouping of actions that represent the twenty-five percent of the share capital have the right to appoint a Director. If the partners do not make use of the group, the members of the Board of Directors that are missing to complete the five are named partners, single or grouped, who have the largest number of shares.

3. The director-general of the society may attend the meetings of the Board of Directors with voice but without the right to vote. Also attend, without the right to vote, the advisors that the same Board of Directors deems necessary.

Article 32 Duration of the mandate. Renewing the mandate of the people to exercise the Office of president in two of the most significant business or economic organizations of the country corresponds to the duration of the respective charges.

The mandate of the two experts in economic development is six years, and is renewed by half every three years.


The mandate of the other five members of the Board of Directors is six years, and is renewed by half every three years, three directors at the first renewal and the other two directors to the next renewal.

The directors are reelegibles indefinitely and can be removed in advance by the extraordinary General meeting.

Article 33 the Remuneration by Councillor can be rewarding in the form as agreed by the General meeting.

Article 34 Representing The members of the Board can be made to represent and to delegate their vote to another Director, but not on a person outside the Board of Directors. The representation must be accredited in writing and must be made each time it occurs.

Article 35 Organization and powers Are, respectively, president, Vice President and Secretary of the Board of Directors the persons named for this purpose by the General meeting.

The president, on behalf of the Council, govern and administer the social interests in accordance with the legislation in force and these statutes, and execute the resolutions of the General meeting of shareholders and of the Board of Directors. These powers can delegate the same Board in an Executive Committee or a ceo, or in more than one, in accordance with the legislation in force.

The Vice President replaces the president in the event of absence or impediment. The Secretary is substituted in case of absence by any of the directors.

Article 36 Notice, quorum, majority On the Board of Directors meets on convocation of its president, that brings together as many times as for the social interests and creates convenient also when requested by two or more of the directors or the Chief Executive with a proposal for the agenda. In this case, the president should respect the agenda proposed by the applicants , but you can add other points.

The call can be made by any means, even by phone, and, except in cases of urgency, of five working days in advance, at least, to the date of the celebration. In the case of call at the request of two or more of the directors or the Managing Director, the meeting should be set within the fifteen days following the date of the request.

The Council is validly constituted with the presence or the representation of half plus one of its members, and decisions are taken by simple majority of votes, except for the delegation of powers, which requires the agreement of two-thirds of its members. In case of a tie, the vote of the president is considered vote.

Article 37 powers of the Board of Directors Are the competence of the Board of Directors the issues related to the management, administration and representation of the company and in the management of Social Affairs. The Council is empowered to carry out any actions useful social purposes.

Article 38 Acts will have to get up minutes of each meeting of the Board of Directors. The acta has been approve to the same session or the session immediately following and must be signed by the person acting as Secretary at the meeting with the approval of the person who is acting as president. The agreements, if at all, will take place even if the minutes are not approved.

Article 39 Certificates certificates of the pound by the Secretary, with the approval of the president.

VIII. Director (s) delegate (s) Article 40-delegation of powers to the Board of Directors may appoint, from among its members one or more CEOs and devolve them their own powers in accordance with the legislation in force. When there is more than a ceo, and unless the agreement of delegation established by something else, exercise their powers together and joint.

Article 41 Requirements the ceo must have continuous residence in Andorra or Andorran nationality during the period established by the legislation.

Article 42 exercise and reward from the position the position of Chief Executive Officer can be rewarding in the form and the amount granted the Board of Directors without the participation of the Member concerned, and takes the time established by the agreement of appointment and, at most, the same that it is up to the owner as a member of the Board of Directors. The delegation can be renewed indefinitely.

The CEOs can be dismissed or suspended at any time by the Board of Directors, or revoked in whole or in part the delegation that has been carried out.

IX. general Manager (s) (s) Article 43 technical and administrative direction of the general Director of the company may be entrusted to a ceo or in more than one, appointed by the Board of Directors, which can also dismiss them freely. The post of director-general is rewarding and is the responsibility of third parties to the company. The duration and the General conditions are regulated by a contract.

X. economic regime Article 44 social social exercise Exercise begins the first day of January 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.

Article 45 the obligation to take and to keep the accounting 1. The company is required to keep accounting documents for a period of six years from the date of approval of the accounts for the financial year in question.

2. The Board of Directors is obliged to take an ordered and appropriate for the corporate purpose in accordance with the parameters and principles established by the current legislation in the area of accounting, and must formulate and sign the annual financial statements and the proposed application of results for each exercise within the six months following its closure.

3. All shareholders have the right to obtain a copy of the annual accounts and the Auditors ' report, based on the call of the General meeting that has been held to approve them.

Article 46 application of result 1. The revenue of the society, by any concept, after deducting all the expenses and depreciation, constitute the social benefits.

2. annual profits must be allocated to the mandatory ten percent (10%) to set up a reserve fund purely economic until this Fund reaches a twenty percent (20%) of the share capital.

3. The company delivers dividends among the partners, but should reinvest profits in the activities that constitute its corporate purpose.

Article 47 Deposit accounts and The certification 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 audit report, must be registered in the registry of societies within a maximum period of one month from the date of adoption of the resolutions.

XI. Credit operations and financial control Article 48 credit operations the company can arrange credit operations to meet cash needs as long as a whole these operations does not exceed 50% of the income from operations the previous year Article 49 Financial Control the General intervention directs the financial control in accordance with the provisions of the general law on public finance. At least once a year perform an audit of accounts, which are fiscalitzats by the Court of Auditors in the exercise of its functions.

XII. Dissolution and liquidation Article 50 Dissolution 1. The society is dissolved if it agrees to the extraordinary General meeting with the requirements established in article 26.2 of these statutes, and in other cases that advance the legislation.

2. dissolution of the agreement, which should be collected in a public deed, must state the date, the cause of the dissolution and the appointment of a liquidator or more than one, which may be administrators of the society or other people.

Article 51 Liquidation The liquidator or liquidators shall make an inventory and a balance sheet of the company on the day of the dissolution, which must be approved by the General meeting of partners, and once made the settlement operations, 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 General meeting are approved.

Article 52 Extinction for the phasing out of the company, which must submit to the approval of the General Council in accordance with the provisions of article 2.) of the general law of public finance, the liquidators have to award the corresponding deed in accordance with the provisions of the legislation.

XIII. Final provisions Article 53 Reserve Bill The modification of the statutes and, where appropriate, the termination of the company, once agreed by the extraordinary General meeting with quorum and majorities provided for, should be subject to the approval of the General Council in accordance with the provisions of article 2, section d), of the general law on public finance. Otherwise, they have no effect.

Article 54 Referral rules In everything that is not provided for by these statutes shall apply the law 20/2007, of 18 October, corporations and limited liability, and the other legal provisions in force.

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