Law 20/2007, of 18 October, corporations and limited liability since the General Council in its session of October 18th, 2007 has approved the following: law 20/2007, of 18 October, corporations and limited liability statement of reasons the modernisation of Andorran legislation in the area of companies, to the extent that it constitutes an essential factor of competitiveness , is a task that the Principality should meet without further delay. For this reason, it is essential to replace with a new law the in force Regulation of companies, approved by the General Council in the session of 19 May 1983. The geographical and cultural context of the Principality and the need to consider its economic reality and, in a special way, the type of business of their own, are the assumptions on which the new law.
This new law raises an adaptation regulation, even taking into consideration the lines that come from the corporate standards of the European Union, also have in mind our context and of those other countries, whether they are members of the European Union as if there are still specific agreements, have dimensions and characteristics more straight the situation in Andorra. The other element that completes the meaning of the content of the new law is the consideration of the business reality in corporate form, which deployed the Andorran is formed mainly by closed societies and with few members, which makes it possible and advisable to build his regime on the early contractualistes.
The law establishes a single discipline for the joint-stock company and limited liability company and is divided into eight chapters, one hundred two articles, three additional provisions, two transitional provisions, a repealing and two final provisions. Chapter I ("General provisions") contains general provisions relating to the concept, the name, the nationality, the address and the branches, and the Foundation of societies.
Some of the innovative elements of this chapter are the concept of a society that is formulated in article 1, which covers both the pluripersonals as the express family protocol, regulation 0.386 as a kind of shareholder agreement Pact and an irregular society, which, true to the principles above contractualistes, which provides for the protection of third parties.
Chapter II ("social capital") contains the system of elements that, in the legal and cultural context of the Principality, make up the discipline of social capital as a guarantee of creditors, with some peculiarities. Among these stands out the rigorous system of responsibilities to discipline the reality and value of the contributions. Here also it is worth mentioning the new discipline of business of acquisition and transmission of shares or equity investments, which, in order to allow the control of the Government when the acquirer is a foreigner, set this control as a condition for its effectiveness.
Chapter III ("social organs") contains the rules applicable to the general meeting and the administrators of the company. In the scheme of the Committee of Directors, is the incorporation of elements from the movement of good corporate governance, such as the classification of the contents of the General duties of administrators and the scope of application of the regime of responsibility, with a clear will to put an end to undesirable situations and who are currently present in Andorran reality.
Chapter IV ("the modification of the statutes"), in accordance with the legal tradition in which also inserts the Principality, establishes the General and special requirements and the effects of various forms of modification of the statutes, and pays special attention to the amendments relating to the share capital. Much more innovative is the chapter V ("the accounting and the application of the result"), since it introduces for the first time in the Andorran legal system the guiding principles in the formulation of the annual accounts of the companies, the requirement, in the cases established, be audited them and placed them as an essential instrument of transparency and financial information.
Chapter VI ("structural changes") regulates the requirements and the effects of modifications that, by reason of their importance, have received corporate this designation in the doctrinal tradition continental, and they are the transformation, the merger and the split of the company. Chapter VII ("the separation and exclusion of members") set by the regime of these two mechanisms of solution of conflicts intrasocietaris that allow you to avoid the dissolution of the company, which is based on contractualistes principles, in accordance with the Andorran corporate reality, establishes as a cause of separation reasons fair and determines the procedure of assessment of the shares or participations.
Finally, in Chapter VIII ("the dissolution, liquidation and extinction") is the regulation of the causes of dissolution. Also constitute new forecasts of the revival of the company, the transfer of the assets and the liabilities and the assets and liabilities sobrevinguts.
In the additional provisions, regulates on the one hand the regime to which they are subjected all societies that have not adopted or not adopted any of the forms regulated by law, which is specified in the determination of the rule of unlimited liability companies and solidarity of the partners in the face of third parties by the social debts and with a reference to the regulation of companies , approved by the General Council in the session of 19 May 1983 which, given its fundamentally device, should be allowed to adopt the diet best suited to your needs. It also States that the Government must regulate the operation of the registry of companies without which the implementation of the present Law is limited; and finally it is anticipated the creation of a commercial section in the OFFICIAL GAZETTE.
The transitional provisions set among others, the timing of adaptation to the new law and the posposició of the entry into force of the obligation to audit the annual accounts until the entry into force of the future law of audit.
Chapter i. General provisions Section 1. Preliminary provisions Article 1 the concept 1. The company set up in accordance with this law is a legal business by which one or more natural or legal persons made contributions to capital title to carry out one or several economic activities in order to obtain a profit.
2. The partnership established in accordance with this law has legal personality other than that of his partner or partners and, as a result, the debts and obligations of the company are not debts or obligations of his partner or partners.
3. The partnership established in accordance with this law can take the form of limited liability company or limited liability company.
Article 2 Designation 1. In the name of the society, there appear necessarily an indication of the form adopted, in extensive or by means of the corresponding acronym, that it should be "healthy" for the joint-stock company and "SL" for the limited liability company.
2. The society made up of a single partner, as long as you keep this character, or the society constituted by more than one partner, from the moment in which one to acquire all the shares or shares representing the share capital, it qualifies as a "single-person society" and add, at the indication in extensive form of society adopted the name, the expression "pass" , or a "U" at the end of the corresponding acronym.
If the acquisition of the status of proprietorship is acquired, the unique partner will have a period of one month from the date of purchase of this condition that would lead to the acquisition of this condition for urging the registration of the unipersonalitat in the registry of companies, leaving a record of the identity of the sole partner. If after this period has not yet been produced this notification, the unique partner will respond personally, indefinitely and severally with the company of all the social debt contracted during the period of unipersonalitat. Once registered the unipersonalitat, the partner is not personally liable for the debts contracted by the company subsequent to the registration.
3. The register of societies determine the signs likely to integrate the name of the society and issued the corresponding denomination.
4. you may not adopt a name identical to another existing one.
Article 3 Nationality 1. Have the Andorran nationality every society that has the address in Andorra and has been constituted in accordance with this law.
2. Society can only transfer their registered office abroad in case there is an international agreement that permits, with the maintenance of the legal personality, or in case of reciprocity. In any case, the transfer of the registered office abroad entails the loss of Andorran nationality.
3. foreign companies can transfer its registered office to acquire Andorran nationality and, as long as they adapt to the provisions of this law and that the laws of the State of origin permitted with the purpose of maintenance of legal status. This process of adaptation will require, at a minimum, the same formalities required for the Constitution of societies regulated by this law.
Article 4 registered office the company has to have the registered office within the territory of the Principality of Andorra.
Article 5 Branches 1. For the purposes of this law, it is understood by a secondary branch with permanent representation and with certain autonomy of management, through which a society develops totally or partially the activities that integrate your social object.
2. The establishment and opening of branches of foreign companies in the territory of the Principality of Andorra requires the prior grant of a public deed before a notary of Andorra, with the content provided for in paragraph 4 of this article, and are subject to the regime provided for in the legislation on foreign investments.
3. Without prejudice to the provisions of the preceding paragraph, the foreign companies to establish a branch in the territory of the Principality of Andorra have to register it in the register of Companies presenting the documents proving the existence of the society, its statutes in force, its managers and all later modifications of any of these data.
4. On the registration of branches of foreign companies, will have to contain any mention that, given the case, identify the branch, the address and the activities of the branch, as well as the identity of the permanent representative, which must meet the requirements of nationality or residence in relation to the administrators are indicated in paragraph 3 of the article 46 , and its powers. The performance of the permanent representative of the branch linked to the society.
The activities of the branch shall be subject in any case to the Andorran legal system. The requests, notifications and citations that have to be made to the society that has opened a branch in the Principality of Andorra will be able to perform in the domicile of the branch that appears registered in the register of companies.
5. foreign companies who have opened a branch in the Principality must be deposited into the registry of the annual accounts, formulated in accordance with its legislation.
6. In the event that the foreign law requires them to formulate the annual accounts or the obligation to formulate them is not equivalent to that established in Andorran legislation, foreign companies must draw up the annual accounts in relation to the activity of the branch and deposit them in the register of societies, in accordance with Andorran legislation.
Article 6 corporate purpose 1. The statutes of the company must accurately determine all the activities that make up the object of the society.
2. Not be allowed the companies with illicit object, contrary to morality or public interests of Andorra.
Section 2a. Founding of the society Constitution Article 7 1. The society was established by granting a public deed, authorized by a notary of Andorra, which have to register in the register of companies.
2. for the granting of the public deed of incorporation, it is necessary to count with the authorisation of the Government of Andorra.
3. the authorization must be requested the interested by writing relevant, which must be accompanied with the draft of statutes, a list of founding members, the identity of all administrators, the certification of registration of Designations, and any other documentation that is determined by the regulations. For corporations the non-cash contributions, you have to accompany a report drawn up by independent experts who describe these contributions, the evaluation criteria adopted and concluded that these correspond to the value of shares or participations in subscribe.
4. The authorisation is understood to have passed if the Government does not dictate the resolution
expressed in the period of one month, counter from the date of filing of the application.
5. The notary authorising the public deed is required to verify that they comply with the legal requirements and that the contents of the deed of incorporation coincides with that of the authorization. It also has the obligation to send a copy of the public deed of incorporation in the register of Companies for their registration, within the period of fifteen days, meters from the date of the grant.
6. With the registration of the deed of incorporation in the register of companies, the company acquires legal personality.
Article 8 articles of incorporation 1. The public deed of incorporation, there must necessarily be expressed: a) the name, the surname and the civil status of the licensors, whether they are individuals, and the company name, if it is a legal person. In both cases, you have to state your nationality and domicile.
b) will set up a joint-stock company or a limited liability company.
c) the statutes that govern society. The mention of the statutes can be done by literal transcription or notarisation in the same script.
of) the contributions that each one of the partners takes place and the number of shares or participations that subscribe to change. In the companies Act, the report of the independent experts related to the non-cash contributions.
e) the identity of the first administrators.
2. The partners may include all of the Covenants and conditions they deem appropriate, as long as they are not contrary to the law.
Article 9 by-laws 1. The statutes are the standard of organization and functioning of the society.
2. The articles must be, in any case: a) the name and registered office of the company.
b) the social object.
c) social capital.
of) The shares or participations in what is divided into the capital, with an indication of their nominal value and, whenever appropriate, their series or class.
e) the structure of the management body, with an indication of the power of representation of the administrators and the system must continue to reward them.
f) the duration of the company.
Article 10 family Protocol partners who have family ties between them can provide a protocol family. Without prejudice to the remaining covenants and patent grants that can contain the family protocol, those governing the relationships between family members and one or more companies will be considered a shareholder agreement Pact. Its scope will have no more limitation that deriving from the legislation.
Article 11 agreements Are agreements are the agreements signed between some or all members of a society with the aim of completing, specifying or modify, in its internal relations, legal rules and by-laws that govern them. The agreements will only be opposable to the company or to third parties if you have been notified and have accepted on purpose.
Article 12 an irregular Society members and administrators have to respond indefinitely and severally liable for the acts and contracts held by any of them in the name of the company before its registration in the register of companies.
Article 13 nullity of the company 1. A registered society, the nullity can only be legally declared by any of the following reasons: a) Because its object is contrary to the law, morality or public interests of Andorra.
b) because the deed of Constitution or the statutes do not mention the name of the society, the contributions of the partners, the amount of the share capital or the object of the society.
2. The decision to declare the nullity of the company n the settlement and does not affect the effectiveness of the acts carried out by the company.
Chapter II. Of social capital Section 1a. General provisions Article 14 share Capital the share capital of public limited companies and limited liability companies must include in the articles indicating the figure in euros, which cannot be less than 60,000 euros in the case of anonymous societies and 3,000 euros in the case of limited liability companies.
Article 15 shares and participating interests 1. The share capital of the companies act shall be divided into shares and limited liability companies, in shares, so that constitute a part of that amount that has been expressed by means of the corresponding nominal value.
2. All of the shares and all shares have been subscribed by an amount at least equal to its face value, and this has to be fully paid up through a contribution effective heritage society.
3. The shares and the shares are indivisible and accumulative, and must be documented by titles, which should be non-negotiable, they should be numbered correlatively and may incorporate one or more shares or participations.
4. You can create different classes of shares and participating interests according to the content of the rights that legitimise the partners, as well as different series of shares and participating interests according to their nominal value.
5. In the case of usufruct of actions and/or participation, the quality of partner resides in the nude owner, but the usufructuary shall have the right in any case to the agreed dividend by the company during the duration of the usufruct. The exercise of membership rights remaining corresponds, but available to the contrary provided in the statutes, nu owner. Regarding the requirements for the establishment of the usufruct of stocks and shares, will be of application the rules provided for in article 20.
6. in case of pledge of shares and/or shares the status of partner holds the owner which shall be responsible for the exercise of the rights inherent in the condition of Member, saved layout to the contrary in the articles of Association.
7. In the event of joint ownership over one or more actions, the co-owners have to appoint a single person for the exercise of the rights of a member, and respond in solidarity in the face of the League of few obligations derived from this condition.
Article 16 Premium the shares and/or shares cannot be issued to a value higher than its face value. However, the company may require in the subscription of the shares an amount greater than the par value issued by each action. The difference between these two values, subscription and nominal value, it is called premium, the amount of which must be paid completely in the moment of the subscription of the shares.
Section 2a. Of the contributions Article 17 Classes and object the contributions, which can be monetary or non-monetary, are the consideration
you have to shell out who subscribe shares or stakes and must have intended the assets or rights likely to economic valuation, excluding the work and services.
Article 18 mention and description to the deed of Constitution and to the increase of the share capital, the monetary contributions must be expressed in euros, and the non-cash contributions should be described and its value must be expressed in euros. In the companies Act, the non-cash contributions must be accompanied with a report prepared by independent experts. In both cases, you should indicate the number and the nominal value of the shares or participations that the partner contributing sign up in return.
Article 19 Responsibility While the company has not terminated, partners and managers respond in solidarity in the face of society and in front of the creditors of the social reality of all the contributions and the value, the evicció and the treatment of the non-cash contributions, without prejudice to the criminal liability for falsehood in public document that may arise from having missed the truth in the facts expressed in the deed of incorporation of the company or of increased its share capital.
Section 3a. Of the transmission and the acquisition of shares and participating interests Article 20 Requirements 1. The business of transmission of the shares and/or shares must include in public deed authorised by a notary of Andorra.
2. Administrators of the society have to enroll the acquirer in the log book of members that all corporations and limited liability must carry.
3. The original or derivative acquisition business among living or by cause of death, of shares or participations, signed by an individual resident in Andorra Andorra or foreign for a period of no less than fifteen years, or for a period of residence below to see if a special arrangement with the rank of law so provides-are free. So are those who carry out legal persons of Andorra.
The business of original acquisition or derivative or cause of death among the living, of shares or participations, signed by a natural or legal person not assimilated by residence or Andorran, are not valid if you do not have the appropriate authorization from the Government.
4. In the case of business by cause of death that involve that the shares or participations in natural or legal persons, they relapse social not Andorra or assimilated, the acquisition will be valid and effective, while the acquirer will have to request prior authorisation from the Government. If you deny permission, the acquirer will be of a maximum period of six months to regularize the situation. If after this period, the acquisition mentioned has not been produced, the company will have to acquire them to amortize them, with the previous reduction of the share capital.
Article 21 registration Book of members 1. The company has brought a record book of members, in what must be the successive transfers of the shares, with expression of the identity and address of the holder of the shares, as well as the Constitution of in rem rights or encumbrances on the same.
2. The society may only modify the contents of the log book if the interested parties do not oppose the amendment within the period of one month from the date on which it was notified of the same.
3. Any member may examine the register of members.
4. The custody and maintenance of the register of members is the organ of administration.
5. The partner and the holders of real rights or encumbrances on the shares have the right to obtain certification of the shares, rights or encumbrances registered in his name.
6. The personal data of members can be modified to your instance.
Article 22 statutory Restrictions 1. The statutes of the public limited companies and limited liability may establish restrictions on the free transferability of the shares or shares, as long as they do not become practically intransmissibles.
2. The breach of the statutory restrictions prevent the acquirer obtains the status of a partner and, to this end, administrators do not have to practice the registration in the register of members.
Article 23 the Business of its own shares or shares 1. The corporations or limited liability may not subscribe to the own shares or participations.
2. The limited liability companies act and can be purchased with the absolute limit of ten percent of the share capital, the own shares or participations, charged to the profit distributable and freely available reserves, provided that the general meeting authorize it, expressing the maximum number of shares or shares that may be acquired, the duration of the authorisation-as long as the articles outright, the establishment of a time limit and the maximum price that can be purchased.
3. By exception to what the previous section features, limited liability companies and corporations can purchase its own shares or participations in a percentage greater than ten per cent when they form part of a heritage acquired a universal title, the purchase in or as a result of a court award to satisfy a credit of the company in the face of the owner of those or a reduction of the share capital adopted by the general meeting.
4. The actions and investments that have been acquired by violating the limitation provided for in paragraph 2 of this article, you have to alienate an onerous and within a year or reduce the capital stock. The same applies to stocks and shares acquired in the cases provided for in paragraph 3 of this article, but in this case the term is three years.
5. While the own shares or participations are not aligned, get suspended their political rights, and economic need to be distributed proportionally among the rest, and you must set up a reserve in the liabilities of the balance sheet by the equivalent amount.
6. Corporations and limited liability companies can only provide financial assistance to acquire their own shares or participations, or accept them in guarantee of the fulfillment of any obligation, within the limits and with the requirements applicable to the acquisition of the same in the previous sections of this article itself, except from banks or other entities in the financial system empowered for the formalization of credit operations with third parties , as long as
they constitute a reserve in the balance sheet liabilities by an amount equivalent to the amount of the asset or the credits scored in value of the shares or shares if the guarantee has been accepted.
Article 24 reciprocal Shareholdings corporations and limited liability companies may not establish reciprocal shareholdings or circulars that exceed 10% of the share capital of the subsidiary. The company that violates the previous prohibition should reduce mutual participation until the percentage allowed in the period of one year and has a book on the liabilities of the balance sheet for the amount of the shares or participations exceeding the percentage mentioned. The detentació of reciprocal shareholdings or circular in any case entails the suspension of political rights inherent in the detentades actions.
Chapter III. Of the corporate bodies Section 1a. General provisions Article 25 Corporate Structure limited liability companies act and The need to have a corporate structure composed of the general meeting and by the Board of Directors.
Article 26 general meeting 1. The partners, constituted in duly convened general meeting, decided by a majority the issues of its competence.
2. All members, including dissidents and those who have not participated in the meeting, are subject to the agreements of the general meeting.
3. single-person society, the powers of the general meeting the single partner assumes.
Article 27 administrative Body the body of Trustees is competent to deploy all the events and activities of society aimed at achieving the social objective, both in the internal or external to the management or performance of the company.
Section 2a. Of the general meeting Article 28 Constitution of the Board 1. For corporations, the general meeting is validly constituted at first notice when the partners present or represented holding at least thirty-three coma three per cent of the subscribed capital entitled to vote. The articles of association may set a higher quorum. For limited liability companies, the general meeting is validly constituted at first notice when the partners present or represented holding at least 50 per cent of the subscribed capital entitled to vote. The articles of association may set a higher quorum.
2. In the second call is invalid the Constitution of the general meeting regardless of the share capital present or represented. All this without prejudice to the articles of association may set a higher quorum.
Article 29 powers of the general meeting 1. The general Board is the collegial competent society to deliberate and adopt agreements on the following matters: a) the approval of the annual accounts.
b) the implementation of the outcome of the exercise.
c) censorship of the social management.
d) the appointment and revocation of the administrators, liquidators and the auditors.
e) the exercise of the social action against administrators, liquidators and the auditors.
f) The modification of the statutes.
g) the transformation of society.
h.) the merger and the split of the company.
and) the dissolution, liquidation and termination of the society.
2. the statutes of the company can establish that the general meeting is also the competent body to deliberate and take decisions on any other matter.
Article 30 ordinary general meeting 1. Every year you have to hold a general meeting to deliberate and adopt the agreements corresponding to the subjects indicated above in letters a), b) and c) of the previous article.
2. The date of the general meeting must be understood within the period specified in the statutes. This period may not exceed, in any case, to six months from the start date of a new social exercise.
3. The general meeting mentioned in this article held outside the established period will be valid, without prejudice to the responsibility of the administrators to procrastination produced.
Article 31 call for the general meeting 1. The general meeting must be convened by the Committee of directors or liquidators.
2. The general meeting shall be convened in the form and with the requirements of the articles of prescriguin, with a minimum of fifteen calendar days the limited companies and twenty one calendar days of the corporations, the day of the date of celebration. Alternatively the delivery staff to partner in the call reception with acús, you can resort to the media at a distance to ensure the proof of the sending of the same and its content.
3. Unless the bylaws specifically dispensin it, the call for the holding of the general meeting of the companies act must be published at least twice in any of the newspapers dissemination in Andorra.
Between the date of the announcement of the announcement and the date fixed for the holding of the general meeting must have, at least, twenty one calendar days. This requirement of advertising will not be necessary in limited companies, unless its statutes expressly foresaw it.
4. The notice of the call for proposals has to express the date, place and time of the meeting, both on first call and second, and the order of the day, and indicate the matters that you should try. Between the first announcement and the second should be spent, at least, a period of 24 hours.
5. General meetings will be held at its registered office, or at the place indicated in the notice of meeting, always in Andorran territory.
6. The General meetings will be held on the day stated in the notice of meeting, but his sessions may be prorrogades for one or more consecutive days.
The extension may agree to proposal administrators or at the request of a number of members who represent a quarter of the share capital present at the meeting.
Whatever the number of sessions in which held the Board, will be considered only, rising a single record for all sessions.
Article 32 faculty and must call 1. Without prejudice to the provisions of article 30, the Committee of Directors may convene the general meeting whenever it deems convenient for social interests.
2. The management body must convene the general meeting when they request a number of partners representing at least one tenth of the share capital and expressed in the request are issues that will have to deal with in the meeting.
3. In this case, administrators must convene the general meeting within thirty days following the date on which the partners requested the meeting, and include
necessarily in the order of the day, the issues that have been claimed in the application.
Article 33 Court Call of the general meeting 1. If the ordinary general meeting provided for in article 30 is not summoned in the legal statutory period or established, may summon any of the magistrates at the request of a single member or more, regardless of the percentage of shareholding.
For the case of an extraordinary meeting, the Mayor can convene at the request of members representing at least one tenth of the share capital, in the event that the administrators do not meet the call for application referred to in the previous article within that set.
2. In any case, prior to the announcement, the Mayor has to give audience to administrators of the company. In the convocation of the general meeting legal, have to observe the statutory and legal formalities that are required for the purpose. In particular, the agenda may include the revocation of the position of the administrators.
Article 34 universal general meeting the general meeting is validly constituted as a universal general meeting when there is present or represented the whole social capital and concurrent members unanimously accepted the holding of the meeting and the order of the day.
Article 35 representation and Assistance 1. All members have the right to attend the meeting of the general meeting.
2. The Member may be represented by another person, even if that is not a partner. The statutes may limit this ability.
3. The representation must be conferred in writing and especially for each general meeting, except that it has been granted a power of attorney with powers of representation.
4. It is not necessary to comply with the formalities prescribed in the preceding paragraph when the representative is the spouse, ascendant or descendant of the represented, nor when the representative has a general power, granted by means of a public document, the management of the heritage represented in Andorra.
Article 36 Information Law all members have the right to request reports and clarifications that they consider to be appropriate in connection with the issues that they have to deal with at the general meeting.
Administrators have a duty to attend diligently this request as long as the social interest allows.
Article 37 Deliberation 1. The statutes should determine the manner in which the general meeting shall deliberate and take decisions. The general meeting may approve a regulation of operation for the purpose.
2. The general meeting may also take decisions without session. In this case, the vote will be issued by post or by any means of telecommunication electronics, provided that the identity of the Member and the integrity of the sense of vote are sufficiently guaranteed.
Article 38 Agreements 1. The general meeting shall adopt resolutions by the favourable vote of the majority of the share capital present or represented, provided that this majority means at least one-third of the share capital of the company.
2. However, the modification of the statutes, the structural changes and the dissolution of the society require the favourable vote of the majority of the share capital present or represented, provided that this majority means at least half of the share capital of the company.
3. The statutes can establish quorum of the general meeting and majorities different and superior to those indicated in the previous paragraph, for the adoption of agreements in relation to all or some of the subjects, but not in may require unanimity.
Article 39 Minutes 1. All the resolutions that the general Assembly adopt have to appear in a record.
2. In any case, have to be stated in the minutes the date, place and time of holding the meeting, the identity of the participating partners and the capital which they represent, the content of the resolutions adopted and the result of the voting, with indication of the sense of the vote of the members. If you ask members, it also has to contain a summary of its interventions in relation to the order of the day.
Article 40 challenged Agreements 1. The agreements that are contrary to the law, the articles of Association, or those that harm the interests of the society, for the benefit of one or more partners or third parties, are challenged.
2. The agreements are contrary to the law or the by-laws are null. The other agreements referred to in the previous section are anul·lables.
Article 41 1 Expiration. The action of contesting the agreements null expires within one year from the date of adoption of the agreement and, if the agreement will have to register in the register of companies, since its registration. Are excepted agreements that contravene public order.
2. The action of refutation of the anul·lables agreements expires in a period of forty days from the date of adoption of the agreement and, if the agreement will have to register in the register of companies, since its registration.
Article 42 Standing 1. For the challenge of the resolutions are null legitimacy members, administrators and any third party who proves a legitimate interest.
2. for the challenge of anul·lables agreements are legitimate members absent; those who have been illegitimately deprived of their right to vote, have abstained or voted against the agreement adopted, and administrators.
Article 43 Procedure 1. The actions of impeachment must stand against the company. In the event that the part actora is the exclusive representative of society, corresponds to the general meeting to appoint the person who should be represented at the trial. If you do not designate any, the Mayor should appoint this person among the partners who voted in favour of the contested agreement.
2. The appeals relating to the same issue the subject of deliberation must be tried jointly and must decide in the same resolution.
Article 44 Judgment 1. The Court ruling that declared the nullity of the agreement produces its effects with respect to all the members and organs of the society. If the agreement is registered in the register of societies, it must register the Declaration of nullity.
2. In any case, the Declaration of nullity or their registration have to affect the rights of third parties of good faith that they have purchased previously on the basis of acts done in execution of the contested agreement.
Section 3a. The Committee of Directors Article 45 structure and power of representation 1. The Committee of Directors of the company must adopt one of the following structures: a) Administrator only, in which case the power of representation is necessarily to this.
b) joint Administrator, in which case the power of representation has to exercise joint form.
c) supportive Administrators, in which case the power of representation corresponds to each of them separately.
d) Board of Directors, in which case the power of representation corresponds to the Board for Member.
2. The power of representation encompasses all the activities included in the corporate purpose without prejudice to the responsibilities that the by-laws, in accordance with the provisions of the previous article 29.2, be reserved for the general meeting. Any other limitation of the power of representation, even if they are registered in the register of societies, is ineffective against third parties.
Article 46 members of the administrative body 1. The members of the Committee of Directors are administrators, which can be both individuals and legal persons. In the latter case, the legal entity must designate a natural person acting on their behalf to the organ of administration.
2. Individuals should have the full capacity to act and not be subjected to restrictions or disabling of any kind for the exercise of the trade.
3. In any case, in societies, one of the Admins, at least, must have Andorran nationality or, if you're foreign, they can prove their continuous residence in Andorra for twenty years.
In the event that the administrator is a legal entity, the individual named in the effect as a representative of society, also must comply with the requirements referred to in the previous paragraph.
In the event that the organ of administration structures as a Board of Directors, and has appointed a Chief Executive Officer, this also must comply with the requirements referred to in this section.
4. The Andorran nationality and residence requirements at least for the case of a foreign person who is established in the preceding paragraph in relation to the administrators, are also applicable to all persons who are assigned General powers of representation of the company, included administrators listed in the article 45.1, paragraphs), b) and (c)).
Article 47 Appointment and duration 1. Administrators are appointed by resolution of the general meeting. The appointment is effective since the person designated the agrees and has encouraged the registration of the agreement in the register of companies in a maximum period of thirty days from the acceptance of responsibility on the part of the named.
2. The managers may be dismissed at any time by resolution of the general meeting, although this point does not appear in the order of the day and without having to provide proof of the concurrence of a just cause.
3. The statutes may establish specific rules for the appointment, as well as the appointment of administrators, substitutes, with indication of the form of action.
4. The administrators wield the post indefinitely. The statutes may set a specific period for the exercise of the Office and the eventual re-election.
Article 48 Remuneration 1. Administrators can be paid to the exercise of the Office. The statutes should determine the system that must be followed for this reward.
2. The application of the system that is set up for each exercise is competence of the general meeting.
3. The remuneration of the Chief Executive should be set by resolution of the Board of Directors without the participation of the administrator in question.
Article 49 exercise of the Office 1. Administrators should exercise over with faithfulness to the social interest, with the diligence of an orderly businessman and the loyalty of a good representative.
2. The duty of care requires the administrator to apply, in the activity of administration, the time, effort and knowledge that you can expect from an employer who occupies a position similar to yours, and, in particular, to report properly on the progress of the society, to actively participate in the Administration and to investigate any irregularity in the management of the company.
3. The duty of loyalty requires the administrator to act with honesty, that can be expected of a representative who manages foreign resources and, in particular, to refrain from competing with the company, to take advantage of the business opportunities in this, to use the social assets private purposes.
4. Without prejudice to the above features, the company, by resolution of the general meeting, may allow an administrator perform certain transactions with the company, use certain assets and make a concrete opportunity of business or participate in competitive activity.
Article 50 Liability 1. The administrators of law are required to compensate the damages they cause to society through acts or omissions that are contrary to the legal rules or by-laws or that violate the duties which the law or the statutes are imposed and, in the case of infringement of the duty of loyalty, to restore to the Corporation the profit obtained.
2. the Administrator Is acting in traffic as an administrator but without fulfilling any of the formal requirements required.
3. All administrators forming an integral part of the organ of administration that would have carried out the Act or omission harmful, will respond in solidarity between them.
Are exempt from liability for administrators who, for causes not attributable, unfamiliar with the existence of the performance or the default lesiva. I also do not have to respond with administrators who, knowing this action or omission, have made it possible to prevent or reduce the damage. The constancy of the opposition to conduct lesiva is a necessary requirement to this effect.
4. The authorization or ratification of the performance or the default lesiva by the general meeting is not, in any case, because of exemption from liability for administrators.
5. The responsibility of the administrators of the prescribed four years, meters from the end of the post.
6. When administrators acting on behalf of a third party and following your instructions, this is responsible in the same conditions as they are the administrators of the company.
Article 51 social action of liability 1. The social action of liability against the company, the administrators with the prior agreement of the general meeting, which will be adopted even if you don't record in the order of the day.
2. To agree on the exercise of the social action of responsibility will require the majority provided for in article 38.1 planned under the company or another, as long as a quorum is required not more than 51% of the share capital. Notwithstanding this, the general meeting, at any time, you can forgo the exercise of this social action, as long as they do not conflict with partners who represent at least one-tenth of the share capital.
3. When it comes to the exercise by the judicial action of social responsibility, will be able to apply to the Court the provisional suspension of the respondent administrator in the exercise of his Office. If the judgment was damning, the Court may decide on the definitive cessation of the administrators convicted.
Article 52 individual Action of the action provided for in the previous article is independent of the actions of responsibility that members or creditors for any damage that may have resulted in the acts or omissions of the Admins that violate the duties which the law or the statutes provide and that may harm directly to the interests of those.
Section 4a. The Board of Directors Article 53 Nature 1. The Board of Directors is the governing body member of the Board of Directors of the society and must be integrated, at least, to two members.
2. If there is no statutory provision, the Board of Directors to establish the operating regime and the internal structure. To this end, you can pass a regulation.
Article 54 Charges 1. The positions of the Board of Directors shall facilitate the exercise of its powers and boost its performance.
2. The Board of Directors must have a president, appointed from among its members. You should also have a Secretary, which it is not necessary to be an administrator. In addition, you can have one or more Vice President and a Deputy Secretary or several.
Article 55-delegation of powers 1. The Board of Directors may delegate its powers to an Executive Committee or a ceo or more. The delegation does not exclude the concurrent competence of the Board of Directors on the delegated powers or, consequently, his responsibility. Accountability to the general meeting cannot be represented in any case. The powers attributed to the Board that the general meeting either cannot delegate without the express permission of this to the effect.
2. The Board of Directors may create committees that it considers appropriate in order to better develop their faculties and to reinforce the transparency of management. In particular, you can create an appointment and remuneration Committee and an internal audit committee.
3. The Board of Directors may seize any person when management needs require it.
Article 56 Operation 1. The valid Constitution of the Board of Directors requires the presence of more than half of its members. The directors can attribute its representation to another administrator.
2. The Board of Directors may also take decisions without session as long as there is no Minister who revealed his opposition to the use of this system. In this case, the vote 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 57 Agreement 1. The Board of Directors has adopted the resolutions by a majority of members attending the meeting. However, the delegation of powers requires the agreement of two-thirds of its members.
2. The statutes may qualify the quorum of Constitution or the majority to take all or certain agreements, but cannot require unanimity.
Section 5a. Documentation and certification agreements Article 58 Acts 1. The existence of the agreements is credited by their documentation. All the resolutions that the general Assembly and the governing bodies of Administration to adopt must be stated in a record, which shall be transcribed in the book of acts in question.
2. In any case, have to be stated in the minutes: a) the date, place and time of holding the meeting.
b) the date, the form and the full text of the call.
c) in the case of general meeting, the identity of the participating partners and the capital which they represent, and if you are involved personally or by representation. If this is a universal general meeting, then the date and the venue of the meeting and the order of the day, you have to include the name of the participants and their signature. In the case of a collegiate body of Directors, it must indicate the name of the attendees, and if they do it in person or by representation.
d) a summary of the issues discussed and the interventions of which it has requested that proof.
e) the content of the agreements and the majorities that have been taken. There are also contain the abstentions and the sense of the vote, in particular the right to vote against it, if the interested party requests it for the purpose of challenging the agreement in question.
f) the approval of the minutes.
3. In the case of the single-person society, the record should indicate the date and the content of the agreement, and if it has been adopted by the single partner or by a representative.
4. The transcription of the agreements adopted in the book of acts it is up to the administrator or, if appropriate, to the Secretary of the Board of Directors.
Article 59 Approval 1. The acta has been approve of the way that the statute requires. If there is no statutory provision, the Act must be approved by the general meeting or the Board of Directors in the end of the collegiate governing body meeting.
2. once the approval of the Act, must sign the that acted as Secretary at the meeting, with the approval of that acted as president.
Article 60 notary 1. Administrators and members who represent the ten percent of the share capital may require the presence of a notary at the general meeting or at the meeting of the administrative organ in order to extend the minutes of the meeting. Notary fees are the responsibility of the company.
2. The notary who has been required should check the capacity of the legal and statutory requirements, and requirent for holding the meeting.
3. The notary does not need the approval, or the signing of which has acted as a Secretary as Chairman of the meeting, and should be transcribed as such in the book of acts.
Article 61 minutes book 1. The company has to bring a book of acts for each organ.
2. The proceedings can be transcribed in cell sheets. These leaves, once you have used, you have to file the order in the book of acts.
Article 62 elevation of social agreements in public instrument 1. The elevation of the resolutions of the general meeting or of the governing bodies of administration in public instrument can be made on the basis of the record or of the book of acts, of his testimony or the certification of notarized agreements. If the agreements are included in a notarial deed, can also be done from the authoritative copy of the minutes.
2. In the writing of the elevation, the notary public instrument must qualify the legality of the documents submitted, the capacity and legitimacy of licensors and its validity, and must be submitted to the register of Companies for their registration.
Article 63 Persons empowered for the elevation in public instrument 1. Are empowered to raise a public instrument the agreements people who have the power to certify them.
2. are Also members of the Committee of Directors that have a current charge registered in the register of companies, and who have been empowered to this effect in the statutes or in the meeting in which they have adopted the agreements.
3. Any person can elevate the agreements public if an instrument has been empowered in a timely manner to the effect.
4. In the case of single-person society, the Member can only raise the decisions adopted in a public instrument.
Article 64 of the Certification 1. The resolutions of the general meeting or of the governing bodies of Administration can certify that always appear in acts passed and signed, or in a notarial deed. The certification can be literal or extract.
2. The agreements that modify the statutes have to transcribe literally. In the transcription excerpt of the agreements, the certification must contain the necessary circumstances for his elevation to public instrument.
3. the certificate must state, in any case, the date and the approval of the agreement, or that it is a notarial deed, as well as the date on which it is issued.
Article 65 Faculty of certified 1. The Faculty of certified social agreements corresponds to administrators, according to the structure of the organ of Administration: a) to the administrator only.
b) supportive administrators.
c) joint managers, joint form.
d) to the Secretary or the Deputy Secretary of the Board of Directors.
The certification of the resolutions of the Board of Directors and of the general meeting have been issued with the approval of the Chairman or the Deputy Chairman of the Board of Directors.
2. who issued the certificate must be in the current position and must be pre-registered, or sign up at the same time to the registration of the certificate.
If you intend to the inscription of his Office is a person different from that appearing in the register of companies with the power to certify, you must provide proof of previous holder Attorney notification previously carried out.
3. Is the liquidators of the company the right to certify under the same circumstances that administrators.
4. In the case of single-person society, the only member is empowered to certify the decisions taken.
Chapter IV. The modification of the statutes Section 1a. The modifications to Article 66 General and Special Requirements 1. The modification of the statutes of the limited liability companies act and the need to agree on the general meeting, has previously authorized the Government if it is a modification of the object and/or social capital, will be in a public deed and register in the register of companies. The inscription will be constitutive. The partners have the right that the company delivered a copy of the full text of the proposed amendment from the call.
2. Without prejudice to the above features, the modification of the statutes that impose obligations on all or some of the members requires the consent of the individual affected. The modification of the statutes which affect the individual rights of one or more classes of shares or equity requires the agreement of the majority of the partners affected holders.
Section 2a. Of the increase and reduction of the share capital the share capital Increase Article 67 1. The increase in the number of social capital by increasing the nominal value of the shares or existing shares requires the consent of all partners, except the case in which the increase is done with a charge to reserves available, which must be based on a balance sheet approved by the general meeting on a previous date, a maximum of six months with regard to the increase of the agreement.
2. The increase in the number of social capital by creating new shares or participations grants members the right to subscribe to a number of shares or shares proportional to the possession at the time when the general meeting adopt the agreement, which has set the deadline for the exercise of this right, to be counted from the publication , in a newspaper of wide circulation in the Principality, the announcement of the offer of subscription that society has made.
3. The general meeting can agree on the total or partial exclusion of the preferred subscription right in deciding on the increase in the number of the share capital, provided that the record in the call and that the nominal value of the new shares or shares corresponding to the value of the shares or existing shares.
4. The public deed or the public scripts in which you have to state the agreement to increase the number of social capital and its execution has been signing up simultaneously in the register of companies.
Article 68 reduction of share capital 1. The reduction in the number of social capital that does not affect in the same way the shares or shares requires the consent of all the partners concerned, and that would lead to the return of the contributions required to meet society or guarantees the payment of creditors who object to the reduction in the period of three months , counters since the publication of the agreement to reduce in a newspaper of wide circulation in the Principality.
2. creditors cannot be opposed to the reduction of the number of social capital that have the purpose of restoring the balance between this and when the amount of the latter has decreased as a result of losses and the company does not count with no backup available, including the legal reserve, and when the reduction is made from benefits and reservations available.
69 article reduction and simultaneous increase in the reduction of the number of social capital to zero or to a figure less than the legal minimum can only be done when, at the same time and as a condition of that, agreed to increase the number of the share capital by an amount equal to or greater than the minimum figure mentioned and will guarantee the preemptive right of the partners.
Chapter v. accounting and the application of the result Section 1a. Accounting Article 70 required to bring and keep accounting 1. The administrators of the public limited companies or limited liability
have to get a proper and orderly accounting in the corporate purpose in accordance with the parameters and principles set out in the legislation in the area of accounting, which allows the monitoring of the operations and chronological prepare the accounting documents and inventories.
2. Corporations or limited liability must keep accounting documents, including proof of the different annotations, for a period of six years from the date of approval of the accounts for the financial year to which they correspond.
Section 2a. Of the annual accounts Article 71 concept and obligation to formulation 1. The annual accounts are a unit comprising the balance sheet, the profit and loss account, the statement of changes in equity, the cash flow statement and report, and have to write with clarity and show the true picture of the assets, financial situation and results of the company, in accordance with the applicable accounting standards.
2. The management organ of the public limited companies or limited liability must 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.
Section 3a. Verification of annual accounts Article 72 audit of accounts 1. The corporations or limited liability corporation must submit the annual accounts to the assessment of a person who has the legal status of auditor of accounts, if for two consecutive exercises shall, at least two of the following circumstances: a) the total of the assets exceeds three million six hundred thousand euros.
b) That the amount of the annual turnover of the business exceeds six million euros.
c) that the number of employees during the financial year exceed twenty-five.
2. The general meeting appoints the auditor setting at the same time the duration of the appointment and the criteria for their remuneration.
Article 73 audit report the auditor should verify that the annual accounts show the true picture of the assets, financial situation and results of the company, in accordance with the applicable accounting standards, and should draw up, within a reasonable period, depending on the complexity of each case; and, as a maximum of three months from the receipt by the company of the annual accounts drawn up and signed by the administrators, a detailed audit report on its performance, in which there is express observations and/or relevant reservations.
Section 4a. Of the deposit of the annual accounts Article 74 of Deposit Accounts 1. 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 Auditors ' report, if applicable, must be presented for deposit into the registry of companies within a maximum period of one month, counter from the date of adoption of the resolutions.
2. Failure to comply with this obligation is subject of annotation in the register of companies and advertising for part of this. The manner and the procedure for compliance with this obligation and the annotation of any breach thereof will be determined by the regulations.
Section 5a. The application of the result Article 75 application of result 1. The limited liability companies act and must deliver, members who so request, a copy of the annual accounts and, where appropriate, the audit report, on the basis of the call for the general meeting which has been held to approve them and that also has to adopt an agreement on the implementation of the outcome of the exercise, in accordance with the approved balance sheet.
2. The general meeting that approves the annual accounts can only agree on the distribution of dividends with the positive result of the exercise or freely available reserves when, once covered the reservations provided legally or statutory, the value of the equity accounting is not less than the amount of the share capital, or is it as a result of the distribution.
3. It is forbidden any distribution of profits while the costs of establishment and research and development have not been fully redeemed shares, unless the amount of the reserves available to be, at least, equal to the amount of the costs have been redeemed.
4. It also prohibits the distribution of benefits while has not been fully amortized the goodwill, unless it constitutes a reservation available for an amount equal to that indicated in the asset.
Article 76 the legal Reserve The limited liability companies act and must deduct ten percent of the positive result for each exercise for the establishment of the legal reserve until it reached an amount equal to twenty-five percent of the share capital. The legal reserve can only be used to offset losses and when other available reserves do not exist.
Article 77 distribution of dividends the partners involved in the distribution of dividends have been agreed by the general meeting in proportion to the shares or the shares they own at the time of the adoption of the agreement, which must also determine the manner, time and place of payment.
Chapter VI. Structural modifications Section 1a. 78 Article transformation Requirements and effects 1. The general meeting of the public limited companies and limited liability may, in compliance with the requirements for modification of the statutes, the transformation into limited liability company or joint-stock company, with the prior approval of a stock closed the previous day at the transformation agreement and in accordance with the requirements of the Constitution of the new social form, provided that you will not modify the participation of social capital partners , assigning to these shares or the actions that correspond in proportion to those already holding in the share capital of the company.
2. Corporations or limited liability corporation that agreed change must be presented with a public deed of transformation, which, in addition to the agreement of transformation, it must contain the requirements for the establishment of the new social form and must register to the register of companies, together with the balance sheet closed the day prior to the agreement, because this transformation be effective and subsisteixi the legal status of the society transformed.
Section 2a. The fusion Article 79 Requirements and effects 1. The merger of several corporations and/or limited by the Constitution of a new limited liability company or limited liability corporation or by absorption of one or more corporations and/or
limited liability corporation to another corporation or limited liability exists, that the phasing out of each of those and the transmission in the blog and in the universal title of the respective assets to the new company or the existing one, requires the agreement of the general meeting of each of the companies involved and that the partners of extinct societies participate in the capital of the new company or absorbing company in proportion to the shares or respective shareholdings.
2. The managers of the limited liability companies act and/or involved in the merger have to formulate and sign a merger plan, which must contain, in detail, all the legal and economic elements relevant to bring it out, and have to put at the disposal of the members at the registered office, since the announcement of the respective general meetings who have to decide on the merger along with the balance of merger of each society, which also have to ask the Admins, as long as these meetings held after six months of the approval of the last annual balance sheet.
3. The merger agreements are published in two newspapers of wide circulation in the Principality and are not effective until after one month from the date of the last ad posted, period during which creditors of the participants can be opposed to the merger in the same terms of article 68.1, and until you register in the registry of the public deed of merger that each of the participating companies must be presented , which must include the agreement of merger and the requirements for setting up the new company or the modifications that the absorbing society agreed on the occasion of the merger.
Section 3a. Of the split Article 80 Requirements and effects 1. The split of a limited company or limited liability to occur via its extinction and the Division of all its assets into two or more parts, or by the segregation of a part or of several of their heritage without being phased out, and in which the transfer is made on the blog of the corresponding heritage parts demerged companies, which must constitute an economic unit , to one or more corporations or limited liability of newly created or existing ones, requires the agreement of the general meeting of each of the participating societies. It also requires that members of the society to participate in the capital of the new society reunify or existing society beneficiaries of the split in proportion to the shares or the respective shares.
2. The managers of the limited liability companies act and/or participating in the split have to formulate and sign a project spinoff, which must contain, in detail, all the legal and economic elements relevant to bring it out, and have to put at the disposal of the members at the registered office, since the announcement of the respective general shareholders who must decide on the split along with the balance split of each society, which also have to ask the Admins, as long as these meetings held after six months of the approval of the last annual balance sheet.
3. The Division shall be published in two newspapers of wide circulation in the Principality and are not effective until after one month from the date of the last announcement published and until it has been registered in the registry of the public deed of split that must provide each of the participants.
4. During the month indicated, the creditors of the companies involved can be opposed to the split in the same terms of article 68.1.
5. In the public deed of split, there must be agreement on the appropriate split and the requirements to constitute the new beneficiary society or the modifications to the existing recipient society agreed on the occasion of the split.
Chapter VII. The separation and exclusion of members Section 1a. The separation of the partners Article 81 Causes of separation the partners can be separated from the public limited company or limited liability for the righteous and when they voted against the agreement replacing the corporate purpose or the transfer of the registered office abroad. The statutes can fix other specific causes for the exercise of the right of separation of the partner and determine the regime.
Article 82 the right of separation the separation must be communicated in writing to the company within a period of one month from the notification of the agreement by the member society or from the concurrence of the cause of separation for the righteous, and the society, with the previous reduction of the share capital through redemption , you have to repay the value of the shares or participations that have been fixed, according to the procedure established by the articles of association or, failing that, the provisions of this law.
Section 2a. The exclusion of members Article 83 Causes of exclusion and limited liability corporations can exclude the partners for the breach of the obligations arising from the contract of society and for the other causes that the statute expressly established.
Article 84 the procedure of exclusion the exclusion of members of the limited liability companies act and requires the agreement of the general meeting and that the company, with the previous reduction of the share capital through redemption, reimburse the shares or participations by the value set, according to the procedure established by the statutes. The inclusion in the statutes of a procedure for the determination of the refund value of the shares or participations, will require the consent of all the partners.
Chapter VIII. The dissolution, liquidation and termination Section 1a. The dissolution Article 85 Causes of dissolution 1. The extinction of the public limited companies and limited liability begins with the dissolution of the society that you open your settlement and occurs when meeting any of the causes provided for in the law or the statutes.
2. The limited liability companies act and certain duration dissolve in its own right, after the deadline for the duration for which they were constituted. The extension has no effect if the corresponding agreement is filed in the registry of companies after this term.
3. In the event that, in compliance with a law, the share capital of the company have to be below the minimum capital required, the society is dissolved in its own right as long as they don't put remedy to this situation, as an alternative to its dissolution, in the
within two months from the date of the registration of the reduction of capital in the register of companies.
4. The limited liability companies act and also dissolve in its own right when it comes to liquidate the assets in a bankruptcy procedure.
Nothing prevents that the Mayor can declare the dissolution of the society before this time and in the bankruptcy procedure.
5. The general meeting may, at any time, the dissolution of the society, with the requirements established for the modification of the statutes, and, in particular, adopt this agreement when any of the following circumstances exists: a) the conclusion of the activity or activities that make up the object of the company.
b) the impossibility of carrying out social order.
c) the value of the net worth of the company is less than half the figure of social capital and it has not been possible to remedy the situation.
Article 86 the procedure of dissolution 1. In the event of dissolution of the company in its own right, the record companies have to extend, ex officio or at the request of any interested party, a note in the margin of the registration in which it is expressed that the society is dissolved.
2. In other cases of dissolution of the society, provided that their wealth situation requires them to not request the statement of contest, administrators must convene the general meeting to adopt the agreement of dissolution or, if necessary, appropriate measures to prevent the dissolution, within a period of two months, accountants from the moment know the concurrence of causes of dissolution or not have been unaware of.
3. If the general meeting does not adopt any agreement, administrators must urge the judicial dissolution of the society within a period of two months, accountants from the day scheduled for the conclusion of the meeting, if this has not been held, or of their effective holding, if not put to remedy situation.
In these same circumstances, any interested party may urge the judicial dissolution of the company. In any case, the Mayor can be attributed to the company a maximum period of six months to regularize the situation.
4. Administrators who did not summon the general meeting, whether or not judicial dissolution instin society, should answered severally and with the society of social debts following the concurrence of the cause of dissolution.
5. The agreement of dissolution shall be published in the OFFICIAL GAZETTE.
Article 87 the title inscribible the registration of the dissolution of the society, except in cases in which it is expected the dissolution of right, you must practice by means of a public deed or of the certificate or the copy of official of the ruling that declared the dissolution of the company.
Article 88 of the company's Revival dissolved the general Assembly can agree on how to revive the company dissolved, provided you've gone the cause of dissolution and which have not been started paying the settlement fees to members. The agreement of revival has been taken with the requirements established for the modification of the statutes.
Article 89 of the global Transfer assets and liabilities 1. The general meeting may, at the same moment in which agrees to the dissolution of the company, agreed to also simultaneously the global assignment of its assets and its liabilities to one or several members or to third parties, to fix the conditions and guarantee the value of the shares or participations.
2. The agreement for the transfer of assets and liabilities must be published in a newspaper of wide circulation in the Principality and must indicate the right of opposition that corresponds to the creditors of the transferor company and those of assignees.
3. The creditors of the transferor company and assigns can be opposed to the transfer in accordance with the provisions of article 68.1, if you are not happy or not will ensure the payment of their claims.
4. With the inscription of the public deed of termination of the transferor company to the register of Companies occurs in transmission and universal title of her heritage. In writing, the liquidators must be manifest if there has been opposition from creditors and, if this is the case, the amount of credit and the guarantees that have been given.
5. Nothing prevents the transfer of assets and liabilities otherwise agreed in the settlement procedure.
Section 2a. The settlement Article 90 payment Period 1. The opening of the liquidation of the company will not affect the legal status and, consequently, the provisions of this law shall apply, provided that they are compatible with the system of payment. In particular, apply the provisions relating to the general meeting and to the heritage integrity of the society.
2. While the State of liquidation, the company should state, in its name, the expression "in liquidation". The Government, at the request of the Ministry to which is attached the registration of societies, must sort it is published in the official bulletin of the Principality of Andorra a notice in which it must be stated that the company is "in liquidation".
Article 91 appointment of liquidators and duration 1. With the opening of the liquidation, the administrators of the society become liquidators if the articles don't establish anything else.
2. The statutes may establish specific rules for the appointment of liquidators, as well as the appointment of liquidators substitutes.
3. The liquidators have the post indefinitely. The statutes may set a specific period for the exercise of the Office and the eventual re-election.
4. The liquidators may be dismissed at any time by resolution of the general meeting, although this point does not appear in the order of the day of the call, and without the need to prove the concurrence of a just cause. However, if after three years from the opening of the liquidation, the liquidators have not presented the balance of payment, any person with a legitimate interest may apply to the Mayor, the separation of the liquidators. The Mayor has to agree on the separation if the delay is not justified, appoint the liquidators consider necessary and fix the system for performance.
Article 92 Representation 1. The representation of the company in liquidation corresponding to the liquidators. If the articles do not have something else, the representation the exercised the liquidators so supportive.
2. The power of representation of liquidators comprises all acts and activities necessary for the liquidation of the company.
Article 93 the legal status of the liquidators are applicable to liquidators the rules that this law provides for the
administrators in that plan and that it violates what this section establishes.
Article 94 evaluation of dissolution and accounting duties 1. The liquidators have to make an inventory and a balance sheet of the company related to the day of the dissolution. The inventory and the balance sheet has to approve the general meeting.
2. The procedure of liquidation does not relieve society of the fulfilment of the duties of accounting. In particular, should inform the operations and results of the liquidation.
Article 95 settlement Operations The liquidators must perform the operations of liquidation necessary and suitable for the orderly termination of the society, through the practice of asset liquidation and Division of the resulting heritage among the partners.
Article 96 final Balance of payment 1. Once completed the operations of liquidation, the liquidators must submit a final balance of payment, with a report on the operations carried out and a proposed distribution among the members of the resulting heritage, because the general meeting are approved.
2. The agreement of approval of the final balance of payment can challenge the partners that do not have voted in favour. The challenge is two months from their adoption. The challenge of the agreement suspends the procedure of liquidation.
3. If the settlement lasts for a period greater than that provided for the drawing up of the annual balance, the liquidators shall present to the registry of a balance sheet that will allow to know the situation of the company and of the settlement of this.
Article 97 payment Fee 1. The right of the members to the settlement fee is proportional to their participation in the share capital of the company, if the bylaws do not have anything else.
2. The payment of the membership fee payment can be made in cash or in kind, if you are interested you consent. The statutes may provide for some or of some members that the settlement fee is meets by restitution of non-cash contributions or the attribution of other goods of the assets of the company.
In this case, the liquidators must ensure that the economic rights of the other members are adequately supervised.
The settlement fee cannot be paid until it has satisfied the creditors of the company, or they will guarantee satisfaction.
Section 3a. The extinction Article 98 public deed of termination 1. For the termination of the company, the liquidators must be presented with a public deed in which it stated that the agreement of approval of the final balance of payment is firm, that has satisfied the creditors of the company, or have been guaranteed the satisfaction, and that has satisfied the settlement fee to all partners, or has consigned the amount.
2. In the case of transfer of assets and liabilities, administrators or liquidators must state in writing if there has been opposition from creditors and, in this case, the amount of their credits and guarantees that the society has awarded.
3. in the public deed, you must add the final balance of payment and the relationship of the partners, which must contain the identity and the liquidation quota that each of them has satisfied.
Article 99 of the company's Cancellation With the registration of the title deed of extinction of the company in the register of societies, the society's registration is canceled and this defunct, which loses the legal status and the liquidators are constant in the exercise of the Office.
Article 100 sobrevinguts assets and liabilities 1. With the emergence of assets and/or liabilities of the society is now extinct, who had been the liquidators recovered its functions and may act again in its representation. However, it can be replaced by the Mayor, at the request of an interested person, if they are not in a situation to do it, or if you do not do it in a reasonable time.
2. If there are assets of the defunct society, have been attributed to former partners in proportion to their share of the settlement. If there are debts, the partners have to respond jointly to the limit of their settlement fee.
Article 101 of the Advertising Companies 1. The organisation of the registration of Societies under the dependency of the Government, which must necessarily ascribe to a Ministry. While the Government does not determine otherwise, the register of societies shall be attached to the Ministry of economy.
2. The register of commercial companies is public and any person legally resident in Andorra, after formal identification by written request and justified, you can request and get free access to all the information in the registry of societies relating to: a) identity of the partners and the number of its shares or shares;
b) people who are part of the governing bodies of the company and charge that hold;
c) social capital, registered office and powers of Attorney must be registered in the registry.
102 article Sociedad unipersonal The Constitution of a single-person society, the Declaration of this situation as a consequence of the acquisition of all the shares representing the share capital by one partner, the loss of this situation or the change of partner only as a result of the transmission of some or all of the shares, will be in a public deed that you register in the register of companies.
Additional provisions First societies in this law enter into force are not made or does not constitute as corporations or limited liability and have to the production or the exchange of goods or services in the market are considered collective societies and are governed by the provisions of the regulation of commercial companies, approved by the General Council in the session of 19 May 1983. All its members respond severally and indefinitely the fulfillment of social debts for subsidiary with respect to society.
Second the Government, within a period of 3 months from the date of the entry into force of the present law, shall regulate the functional aspects of the register of Companies in order to ensure due protection of the registered data and to facilitate the understanding of the administered with regard to its operation.
Third expressly empowers the Government to create a section of the OFFICIAL GAZETTE.
Transitional provisions the first 1. The provisions of the statutes of societies as constituted at the time of entering into force of this law, will continue to produce effects until his adaptation to the same. However, any modification of the statutes
entail necessarily the full adaptation of the same in this law.
2. in the period of one year from the entry into force of this law, the companies have to adapt their articles of this law that contradict its provisions.
3. The companies have to present the modification of the statutes in order to adapt to this law the registration of societies, within the period provided for in the preceding paragraph.
4. After the last deadline established in the second paragraph of this provision, the managers of the limited liability companies act and who have not adapted their laws to comply with this law, severally and with the society of social debts generated since the entry into force of this Act and to the registration in the register of companies of the statutory adaptation.
Second, the obligation to audit the annual accounts provided for in article 72 of this law is not enforceable until the approval and entry into force of the law on auditing.
Repealing provision Is repealed as of the regulation of commercial companies, approved by the General Council in the session of 19 May 1983, except in connection with foreign investment rules, until the entry into force of the law of foreign investment, and in connection with collective societies. It also abolishes all provisions of equal or lower rank that conflict with what the law States.
Final provisions First general budget Law may update or modify the monetary thresholds set out in this law.
Second The present Law comes into force the day after its publication in the official bulletin of the Principality of Andorra.
Casa de la Vall, October 18, 2007 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