Law 13/2007 Of 20 September, The Creation Of The Public Company Andorra Tourism, Sa

Original Language Title: Llei 13/2007, del 20 de setembre, de creació de la societat pública Andorra Turisme, SA

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.
Law 13/2007 of 20 September, the creation of the public company Andorra tourism, SA since the General Council in its session of September 20, 2007 has approved the following: law 13/2007 of 20 September, the creation of the public company Andorra tourism, SA preamble after decades of intense and sustained growth the tourism activity is at present one of the productive sectors determinants of the Andorran economy, given that it has a specific weight in the directly related (hotels, restaurants, travel agencies, etc.) and in the other with what, in an indirect way, maintains a close relationship (shopping, sports, culture, etc.). This tourism development is a key factor because Andorra keep the levels of quality of life and well being desirable.

The growing competition of products and tourist destinations requires all the institutions and bodies with competence in the design and implementation of tourism strategies and policies to develop a more intense effort to maintain and, to the extent possible, increase its levels of competitiveness by maintaining, in this way, their contribution to the productive economy of the country.

Indeed, compared to the classical model of public organization in tourism that established its powers on the basis of the basic cast among the matters arising directly from the administrative authority (inspection, licensing, planning, discipline, classification, etc.) and other framed in the conceptual umbrella of tourism promotion (advertising, promotion, attendance at trade fairs, etc.), the reality of the current tourist market shows a level of complexity and specialization to which one can hardly give an appropriate response with the suitable model of public organization in tourism.

The globalisation of the tourist market, the increase of demand of the tourist demand, the emergence and consolidation of new technologies as channels of communication and distribution, the continuous appearance of new products and destinations, the increase in the supply of air transport, among other factors, require a new approach to managing a tourism destination's tourism policy.

Unavoidably, this new approach requires the development of instruments more agile and dynamic management in order to allow the continuous adaptation and systematic public managers to changes and variations that have an industry as dynamic as the tourism and, thus, achieve competitive advantages that awarding efficiently in the process of creating and marketing of various products that make up the tourist destinations as was highlighted clearly in the tourism marketing plan of Andorra 2005-2010 prepared by the Government with the participation of all organizations and institutions concerned by the development of tourism in Andorra.

Therefore it is the responsibility of the State, in a country with a clear tourist vocation as is the case of Andorra, to confront this new reality of the tourism market, and develop the most suitable instruments of public management, on the one hand, to increase the efficiency and the coordination, both between the various public administrations with competences in the design and implementation of tourism strategies and policies , as well as between these and the private sector; and on the other hand, to facilitate the marketing among the tourist offer of the country and its tourist demand.

In this context, it can be observed that all countries and regions in which tourism has a big weight in the economy have developed in their respective areas of action the implementation of public instruments of management, which, under various legal models-corporations, autonomous bodies, public law entities, etc. – make it possible to provide the agility and efficiency that the current tourist market requires , and together they guarantee the levels of control and of legal certainty by which all public institution must ensure.

For all that the General Council, conscious of the need to take the necessary measures that will help to keep the leadership position that Andorra is currently within the context of the world, reached after years of effort and involvement of both the public sector and the private sector in the country, believed to be essential to the creation of a management instrument for this mission, since the current structure and the functions of the Ministry of tourism have been widely ultrapassades by the same market reality national and international tourism.

Thus, the creation of a public company of the general administration is manifested as the ideal formula to achieve, on the one hand, the competitive advantages derived from the management of the various subjects related to tourism – quality, efficiency, marketing, innovation, specialized knowledge, etc., and on the other hand, the essential link to the public organization, the Government of the country, which in accordance with article 72 of the Constitution is the direction of the national and international policy of Andorra in the framework of these functions.

The general law of the public finances, of December 19, 1996, foresees, as a form of private management of public company, the public company.

In accordance with article 4 of this law, public companies are the companies the participation in the capital stock of which on the part of the Andorran State constitutive entities-they are parish or General or mainstream enough to have — is the control; According to the provisions of this same article 4, the performance of public companies is carried out in accordance with the rules of private law, without prejudice to remain subject to financial control in the terms established in article 39 and matching of the same law.

Structuring through a public company in the general administration appears as the formula or system most suitable for carrying out the tasks that the public administration takes in the tourist sector in general, including the Organization of national and international network of offices that allow them to improve the competitiveness of tourism of the Principality of Andorra, and more agility, flexibility, speed and efficiency by adjusting the activity in the private law and withdraw it from the rigidities and formalities larger than presents the juridicoadministratiu regime. In any case, however, would be subject to financial control provisions of article 39 and matching of the general law on public finance.


Article 2d) of the general law of public finance established a reserve of law that has to be approved by law the statutory creation, modification and extinction of parapublic bodies or public law and with the participation of the general administration.

This is the object of the present law of creation of the public company Andorra tourism, SA, with the following content: Article 1 this law aims at the creation of the public company Andorra tourism, SA under the legal form of company to anonymous or to carry out the activities that constitute its corporate purpose.

Article 2 the performance of the company is carried out in accordance with the rules of private law and should hold its organization, its activities and its functioning to the statutes annexed to this law and is subject to financial control in the form established by the general law on public finance.

Article 3 the public company Andorra tourism, SA collects in their articles of Association, the following circumstances: (a) constitute a social object: the definition, the implementation and the control of actions of tourism marketing in Andorra with the aim to achieve the continuous improvement of its competitiveness as a tourist destination and, consequently, to maintain and increase its financial contribution to the gross national product.

So, are preferential areas of competence realization of actions both in the country's internal and external, have direct or indirect relationship with the chain of value of the tourist product and, especially, in the field of: creation of tourist products.

Marketing of the tourist product.

Quality and innovation applied to the tourism sector.

Specialized knowledge management in tourism.

Creation and management of networks of tourist information.

Coordination and efficiency of the value chain of tourism in Andorra.

In relation to the previous paragraph, refers to the creation of the tourist product and marketing as the set of actions to maintain and improve our competitiveness, generating and integrating in the tourist offer in Andorra, high added-value products, facilitating the development of the tourist activity for the benefit of both producers and consumers and intermediaries, and providing the tourist offer of the country in the various markets and potential.

The society establishes relationships and collaboration agreements, contracts or agreements in the field of its functions with all kinds of organisations, institutions and public and private bodies to us, national or foreign, related to tourism issues.

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

(b) The initial capital of the company is one hundred thousand euros (€ 100,000) divided into one hundred (100) shares of one thousand euros (1,000 euros) each.

In any case, the participation of the State, through the Government, in the share capital of Andorra tourism, SA should always be at least from 52 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 for by the regulation of commercial companies.

(d) The Board of Directors is the governing body for the management, administration and representation of the company and implementation of social agreements. Is made up of at least six members and at most by ten, with a president, a Vice-President and a Secretary.

Part of the Board of Directors, in any case, as designated on behalf of 52% of the shares that necessarily have to belong to the Government, the following individuals and with the following positions: Chairman: the Minister head of tourism.

Vice President: the Minister head of finance.

Secretary: the person who designated the Minister head of tourism.

The three Board members as well: a representative of the Ministry of culture.

A representative of the Department of the environment.

A representative of the Department of Natural Heritage.

The remaining 48% of shares can refer directly to the four remaining members of the Board of Directors through the voluntary grouping of actions under the conditions fixed by the by-laws.

The Manager of the company attends the meetings of the Board of Directors with voice but without vote. Also, without the right to vote, attend the advisors that the same Board of Directors deems necessary.

(e) the Manager is appointed and dismissed freely by the Board of Directors. The legal regime of their working relationship is regulated by the employment regulations and contractual and the particularities arising from his employment contract of the direction or position of trust, which by its very nature cannot be subject to a strict limitation of the working day.

(f) in addition to the causes that are determined in the regulation of commercial companies, in labor law and commercial law and in the regulations on the remaining application manager is incompatible with any elective public office such as designation, and so it is with any kind of connection with other services or public or private companies related to tourism. If there is a cause of incompatibility, must require the Manager the responsibilities that correspond.

(g) the legal regime of the personnel is provided in the regulations in force at the time of general nature in the Principality of Andorra.

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

Article 5 1. Andorra tourism, SA is financed by the income derived from the activities planned in your social object and, if necessary, by means of subsidies provided to the budgets of the State.

You can arrange credit operations to meet cash needs as long as a whole does not exceed 35% 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, for its consideration.

In the budget there appear also, if this is the case, the subsidies 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 finance and the 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.

Additional provision the Government can assign civil servants on secondment to occupy the post of Manager and the jobs of the staff of the public company "Andorra tourism, SA" for the entire duration of the society. The effects of the assignment on secondment for the (s) Officer (s) concerned are those established by the law of the public function, except for the length, to the exception of the general scheme will be extended until the dissolution of the public company.

Transitional provision authorises the Government to subscribe and desembossar the whole of the share capital of the company founding Andorra public tourism, SA.

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

Second application of this law, the Government will be able to assign to the public company "Andorra tourism, SA" exercise and the management of the missions, services and Interior and exterior functions attributed to the Ministry responsible for tourism or others who have a relationship with the object of the society, with the assignment of the property and rights that correspond and subrogations that arising. It empowers the Ministry of finance to carry out the necessary budgetary adaptations to comply with provisions of this law and the decrees of the Government that the develop, and entrusts to the Ministry responsible for tourism to run so effectively that the present law.

Third The present Law comes into force the day after being published in the official bulletin of the Principality of Andorra.

Casa de la Vall, September 20, 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 the statutes of the public company Andorra tourism, SA i. name, registered office, object, duration and legal personality 1 Article Name With the name of Andorra Turisme, s.a. is a public company by shares contained in article 4 of the general law of public finance , which is governed by the rules in force in the field of commercial companies and by the present articles of Association.

Article 2 Purpose the purpose of the society is the definition, the implementation and the control of actions of tourism marketing in Andorra with the aim to achieve the continuous improvement of its competitiveness as a tourist destination and, consequently, to maintain and increase its financial contribution to the gross national product.

So, are preferential areas of competence the implementation of actions at both the country's internal and external activities that have direct or indirect relationship with the chain of value of the tourist product and, especially, in the field of: creation of the tourist product.

Marketing of the tourist product.

Quality and innovation applied to the tourism sector.

Specialized knowledge management in tourism.

Creation and management of networks of tourist information.

Coordination and efficiency of the value chain of tourism in Andorra.

In relation to the previous paragraph, refers to the creation of the tourist product and marketing as the set of actions to maintain and improve our competitiveness, generating and integrating in the tourist offer in Andorra, high added-value products, facilitating the development of the tourist activity for the benefit of both producers and consumers and intermediaries, and providing the tourist offer of the country in the various markets and potential.

The society establishes relationships and collaboration agreements, contracts or agreements in the field of its functions with all kinds of public and/or private bodies, organisations and national or foreign-related tourist subjects.

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 for the effective exercise of all kinds of actions and appeals administrative bodies and courts of any degree and jurisdiction, and to perform all the operations and civil, administrative, commercial, financial and contracts of any other kind that 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 same day in which to acquire legal personality.

Article 5 Address the address of the society is to the Administrative Building, carrer Prat de la Creu, núm.

62, of Andorra la Vella. The ordinary or extraordinary General meeting, can agree on the opening of branches, representations and branch offices anywhere in the country or abroad.

II. social Capital Article 6 social Capital social capital is set at one hundred thousand euros (€ 100,000), divided into one hundred (100) actions nominatives of thousand euros (€ 1,000.00) of nominal value each.

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 52%) at least.

b) in the Commons and other public legal persons of Andorra with its tourism sector, at most in a 48%.

With the exception of the onerous or free transfer between these entities


parish of the Andorran State General or constitutive and the remaining public shareholders who are legal persons in Andorra in the proportions indicated above, the share capital may not alienate themselves, to gamble, record, pignorar or transferred to other persons or entities in any way onerous or free.

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

All shareholders are required to carry out, in a manner proportional to the number of shares they have in society, the necessary economic inputs that society requires for the proper development of its functions in accordance with the annual budgets approved by the ordinary General meeting.

III. actions actions Actions nominatives are Article 9, are extracted from a checkbook and can eventually be represented by temporary certificates.

Article 10 Register of actions the actions are numbered correlatively, and register to the Register of actions provided for in article 23 of the regulation of societies, in which they have to 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 the present articles of Association, 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's action in particular is considered to be indivisible and the company recognises only 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 set out in the present 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 registration of the new owner.

2. In all transmission of shares, whatever his title, the Government has the right to pre-emption rights in the form of preferential acquisition and subsidiary of pre-emption. To this end, all transfer of shares should hold to the following rules: a) if the transmission is free, the Government has a right of pre-emption by subrogation in the place of the acquirer, by paying you the selling price of the shares acquired. This price fixed by common agreement of the parties or, in default of agreement, an expert 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 divided half and half between the two parties. 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 is onerous, the Government has a right of pre-emption rights in the form of preference and pre-emption to acquire the shares object of alienation with 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, through the president of the society, has notified the Government on your project or wish to transfer. 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 preemptive right in 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 invariat after the extension.

IV. Liability for debts Article 14 liability for debts the company responds social debts with all its goods and rights, present and future.

V. regime and the Government of the society Article 15 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 16 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, are subject to the agreements of the General meeting, without prejudice to what may challenge them in the manner provided for by the regulation of commercial companies.

Article 17 Call The General meeting of Shareholders is convened by the Board of Directors and, on its behalf, by the president, who is obliged to do so, with ordinary character, once each year, during the first six months and you can summon it with extraordinary character as many times as believe convenient for social interests.

The president is also obliged to convene the General meeting when they ask a number of shareholders representing, at least, the 36% of the share capital. In this case, you must respect the order of the day who propose applicants, but you can add any other points you think appropriate.

Article 18 the form of the call for the convocation of the General meeting is done by writing to the address shown in the Register of shares, by means of registered mail or courier service, which must be completed with a minimum of 15 working days of the day on which the meeting is to be held.

The announcement must contain the expression of the place, the day and hour of the meeting and the agenda of issues that have to be the same one referred to indications may contain. second call, if in the first there was sufficient quorum. Between the first and second calls must be spent, at least twenty-four hours.

Article 19 Constitution without convening the General meeting validly constituted: Universal Board without having to call or any other requirement, as long as they are gathered, present or represented, the total number of members and agreeing to hold it and the order of the day. The Board so


set up can take both agreements of the competence of the Ordinary shareholders ' meeting and the extraordinary, with majorities that, in each case, establish the present statutes.

Article 20 agenda the agenda of the General meetings the fixes the promoter of the call and is expressed in this call. The General Meeting cannot adopt resolutions on issues that have not been included in the order of the day, saved who are present or represented by all partners and that unanimously agree to modify it.

Article 21 Support all members, regardless of the number of shares they own, have the right to attend general meetings.

Article 22 the Government Representation, the communes and the other public or private legal persons in accordance with the provisions of article 8 have the condition of Member, validly Act through their legal representative, saved that expressly designate another person with sufficient powers. In any case, the rights of voice and vote at the General meeting of shareholders shall be exercised by a single individual, notwithstanding that they are several who attend the meeting in the name of that.

Article 23 the Bureau Chairs the meetings of the General meeting the Chairman of the Board of Directors; in his absence the Vice-President does. Acts as Secretary to the Board of Directors that, in case of absence, is replaced by the youngest of the directors present.

Article 24 Constitution of the General meetings: quorum for the General meeting is validly constituted at first notice you need to attend, present or represented, the majority of members and half of the capital desembossat. In the second call the general meeting is validly with the majority of the share capital.

However the provisions of the preceding paragraph, when placed on the agenda of agreements related to the transformation, merger or dissolution of the society, or the modification of the present by-laws, the Board does not constitute a valid if you do not attend, at the first notice, the majority of members and two-thirds of the share capital and, in the second call, the majority of the share capital.

Article 25 adoption of agreements: majorities of the General meeting resolutions are adopted by simple majority of the votes cast.

Article 26 the powers of 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 balance sheet and the accounts of the previous financial year.

c) Solve whatever from about the benefits.

d) Examine, approve or reject the budget presented by the Manager.

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

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

Article 27 powers of the extraordinary General meeting Are powers of the extraordinary General meeting: a) the increase and reduction of the share capital.

b) the modification of the present by-laws.

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

d) the dissolution, transformation, merger or takeover of society.

e) 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 28 acts, certificates of each session of the General meeting has to extend the relevant record in the book of acts of the society, and should state the place, day and hour of the meeting, the agenda, the composition of the Bureau, the shareholders present and a brief summary of the discussions and resolutions adopted, with the result of the voting. The certificates of the agreements registered in the book of acts are given by the Secretary, with the approval of the president.

VII. Board of Directors Article 29 Composition 1. The Board of Directors is the governing body for the management, administration and representation of the company and implementation of social agreements. Is made up of at least six members and at most by ten, with a president, a Vice-President and a Secretary.

2. The Board of Directors, in any case, as a designated people representing 52% of the shares that necessarily have to belong to the Government, the following individuals and with the following positions: Chairman: the Minister head of tourism.

Vice President: the Minister head of finance.

Secretary: the person who designated the Minister head of tourism.

The three Board members as well: a representative of the Ministry of culture.

A representative of the Department of the environment.

A representative of the Department of Natural Heritage.

3. The 48% of remaining shares can designate directly the remaining four Directors members of the Board of Directors through the voluntary grouping of actions referred to in the following article. Optional is the designation of these directors in the equity percentages grouped together that give right to their designation that belong to the Government.

4. The Manager of the company attends the meetings of the Board of Directors with voice but without vote. Also, without the right to vote, attend the advisors that the same Board of Directors deems necessary.

Article 30 appointment of four other directors of the Board of Directors of The 48% of actions which do not necessarily have to belong to the Government voluntarily can be grouped for the appointment of the directors of the four direct Board of Directors remaining. Each voluntary grouping of actions which represent 12% of the share capital have the right to appoint a Director.

In any case, the appointment of the directors of the Board of Directors is carried out in the framework of a general meeting of shareholders.

Article 31 Duration of the mandate. Renewing The term of Office of the members of the Board of Directors referred to in article 29.2 of these statutes corresponds with the length of the respective positions or functions within the Government.

Unlike the agreement saved General meeting, the mandate of the members of the Board of Directors which refer the article 29 .3º and 30 of the present Statute is four years. The directors may not exercise his Office more than two consecutive mandates and can be removed in advance by the voluntary grouping of actions that have designated.

Article 32 Free of charge The position of Director is free, provided that the General did not agreed otherwise.

Article 33 representation of 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 should always be in writing and must be made for each case in which it occurs.

Article 34 Organisation and powers Are, respectively, president, Vice President and Secretary of the Board of Directors the persons holders of positions or functions referred to in article 29.2 of these statutes.

The president, on behalf of the Council, govern and administer the social interests in accordance with the legislation in force and the present statutes and execute the resolutions of the General meeting of shareholders and of the Board of Directors.

These powers may be delegated by the Board in other members of the Board and third parties.

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

Article 35 Notice, quorum, majority On the Board of Directors meets when convened by its Chairman, that can bring together as many times as you think appropriate for social interests and also when you ask two or more directors propose a specific 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, including by telephone and emergency cases, saved, with an advance of five working days, at least, to the date of celebration. In the case of call at the request of three directors, the meeting should be set within the fifteen days following the date of the request.

The Council is validly constituted with the assistance or representation of half plus one of its members, and the agreements are adopted by simple majority of votes. In case of a tie, the vote of the president is considered.

Article 36 powers of the Board of Directors Are of the competence of the Board of Directors in all matters relating to the management, administration and representation of the company and in the management of Social Affairs. The Council has the broadest powers to carry out all sorts of useful actions for social purposes and, in particular, and without this enumeration have restricted, but purely illustrative, as follows: 1. Events in general: a) Represent the company in court and out of trial.

b) Propose to the General meeting the adoption of agreements on matters that are their competition.

c) Write the social memory and the balance sheets, to subject them to the General meeting.

d) delegate to one or some of its members, in the Manager, or other person, the powers believe appropriate and set the other powers that it deems appropriate.

e) receive and send correspondence, certificates, money orders, invoices and receipts, and in general, all public or private documents that are cooperating for the purposes stated.

f) Exercise the other powers attributed to the present by-laws and apply them and interpret them when it is cooperating.

g) Appoint sections or committees of joint work with other public and private bodies, organisations and national or foreign-related tourist subjects.

2. Ownership, real rights, obligations and contracts: a) Constitute, to recognize, edit, accept, group, split, yield, ratify, extinguish or cancel totally or partially, the domain, property rights, special properties, servitudes, usufruct, censuses, wagers, mortgage, anticresis and other rights.

b) civil, Mercantile and administrative contracts, such as the sale, Exchange, lease, concerning forgers, loan, society, Association of work, service or work, insurance and, in general, all kinds of contracts or main or cumbersome accessories, innominats, nominees or monoids, free or random held by mutual agreement or by auction, tender or any other form of tender. Left out of the scheme of powers attributed to the Board of Directors holding contracts for the marketing of tourism products.

c) assign, transfer, charge and pay all kinds of credits, interest or dividends, without any limitation.

3. commercial Events: a) Constitute or celebrate, recognize, yield, ratify, extinguish or remove all kinds of acts, contracts, credit, bonds and commercial business, values, effects, metallic, rights or actions, purely or condition or term, simple-shaped or solidarity, main or accessories, random or monoids, whether nominated or innominats, which refer to public or private persons.

b) Establish contracts of sale, choice, barter, lease, loan, insurance, works, services of supply, supply, relative to the commercial property and industrial, banking, warranty, technical assistance and technology transfer, transport, advertising and, in general, any kind of commercial contracts, except those contracts that have as an object the marketing of tourism products.

c) to appoint, suspend and dismiss the Manager and the directors, officers, and employees, pointing them remuneration, the role and conditions of work and delegating them, where appropriate, the power to recruit and sign on behalf of the company.

4. Agreements: Establish relationships and collaboration agreements, contracts or agreements in the field of its functions with all kinds of public and/or private bodies, organisations and national or foreign tourist and promotional issues related.

5. judicial Acts of the public administration: a) Intervene as an actor, the respondent or any other concept, in procedures, acts or actions of the civil, criminal, administrative jurisdiction and any other jurisdictions. Exercise all kinds of judicial and extrajudicial actions.

b) Exercise all kinds of resources, ordinary or extraordinary. Ask for executions.

c) suspend, compromise, desist, engage in law or arbitrators of equity, or a third party, in the same procedures. Give up all kinds of actions and judicial guarantees.

d) appear before any authority and public officials or public institutions or official. Submit applications, promote files of any kind, follow them and finish them.

e) Require the intervention of notaries or other jurymen, authorities and officials.

f) Granting powers to lawyers and attorneys with all or part of the powers referred to in this article.

Article 37 events. Certificates of each meeting of the Board of Directors has to raise the relevant Act, which has been approved in the same session or in the immediately following. The agreements, in any case, are executives although the minutes have not been approved. The


certifications of the pound by the Secretary, with the approval of the president.

VIII. General Manager. Article 38 staff Manager. Functions, appointment and resignation society is governed, represented and managed by a Director, appointed and dismissed by the Board of Directors, which is responsible for the operational, twist and traffic of the company on the terms fixed by the Board of Directors.

Article 39 legal work without prejudice to the temporary assignment of a staff member for the exercise of the Office under the terms and conditions that the law of the public function can authorize, the legal regime of the working relationship of the Manager's contract, regulated by the general labour regulations and the particularities arising from their employment contract or management by trust , which by its very nature cannot be subject to a strict limitation of the working day.

Article 40 Incompatibilities in addition to the causes that are determined in the regulation of commercial companies, in labor law and commercial law and in the remaining applicable regulations, the post of Managing Director is incompatible with any elective public office such as designation, and so it is with any kind of connection with other services or public or private companies related to the activity and/or the marketing of these products.

If there is a cause of incompatibility, must require the Manager the responsibilities that correspond.

Article 41 the legal Staff of the personnel is provided in the regulations in force at the time of general nature in the Principality of Andorra.

IX. Article 42 Accounting Accounting the company is obliged to take an accounting of its operations, in the books as determined by the General meeting of shareholders. In any case, is required to bring the following accounting books: newspaper, major, inventory and balance sheet.

X. Financial Control Article 43 Financial Control financial control is managed by the General intervention 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.

XI. Debt and profit Article 44 credit operations the company can arrange credit operations to meet cash needs as long as a whole does not exceed 35% of the income for ordinary operations of the previous year.

Article 45 social benefits the income of the society, by any concept, after deducting all the expenses and depreciation, constitute the social benefits, which are distributed in the following way: a) in any case, should be allocated to the reserve fund 10%, at least, of the social benefits, until this Fund does not represent, at least, 10% of the share capital.

b) as for the rest, the Board of Directors has to submit to the General meeting of Shareholders the proposed destination and use of the benefits.

XII. Dissolution and liquidation Article 46 Dissolution the approval of the dissolution of the company corresponds to the General Council with the prior agreement of the extraordinary General meeting of the company adopted in the manner provided for in these statutes.

Article 47 Settlement from the time of its dissolution the company is in liquidation. The settlement puts an end to the functions of the Board of Directors. The General meeting retains the same powers that had for the social life.

Article 48 organisation of the settlement Agreed the dissolution, the extraordinary General meeting regulates the form of liquidation, appoints one or more liquidators and determine their powers.

Article 49 closure of liquidation at the end of the liquidation, the liquidator or liquidators summon an extraordinary General meeting to approve the final balance of the liquidation. Approved the settlement and cancelled the debts and obligations of the company, the remaining is distributed among all the members pro rata to the number of shares they own.

XIII. Final provisions Article 50 Amendment of the statutes All modification of the present by-laws approved by the extraordinary General meeting with quorum and majorities provided must necessarily 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.

Without this approval, the amendment of statutes has no effect.

Article 51 Referral rules In everything that is not provided for by these statutes apply the provisions of the regulation of commercial companies or the regulations that in the future the substitute and the other legal provisions in force.

Related Laws