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Law of creation of the public company Forces Elèctriques d'Andorra, SA since the General Council in its session of September 30, 1999, has approved the following: law of creation of the public company Forces Elèctriques d'Andorra, SA reason electricity is an essential energy for the whole of modern society, and its availability a necessary condition of progress and well-being. That is why the State has the obligation to ensure the supply and distribution to the public, either for domestic, commercial or industrial uses, in sufficient quantity and in appropriate conditions to satisfy all needs.
Historically, the electrification of the Principality begins with the creation of 1929 that exploded at FHASA, saving some situations previous generation in a very small amount that are at the origin of the existing distributors in Sant Julià de Lòria, La Massana, Ordino and Encamp. The public service character of the supply she get over very quickly, and was formally declared by the General Council on 26 October 1965. But it was in 1988, in arrange the rescue of the grant at FHASA, when the General Council was given also that public service character in the production and import of electrical energy, and decided to take it directly into the hands, with the creation of the public entity FEDA, as a guarantee of the satisfaction of the electrical needs of the Principality in conditions of equality.
After ten years managing the service and carrying out a determined policy of investments, FEDA has fully achieved the purposes for which it was created, has significantly improved the conditions of provision of the service, and has prepared the necessary infrastructures to face with confidence the challenges of the 21st century.
Precisely at a time when the electricity sector is undergoing profound transformations in the countries of our surroundings, has seemed appropriate to promote the restructuring also in Andorra, looking for the optimization of available resources. The small geographic size of the Principality and the equally small magnitude, in absolute figures, the national electricity consumption, it does technically advisable that the service is in the hands of a single operator, for energy independence servar must be national.
The unification of the middle and low voltage network, it is also a condition of rationality and effectiveness of the supply, in addition to a guarantee of equality in the provision of services to all citizens. With the unification as a goal, then, is the public entity FEDA began talks with the other four organizations that currently provide the public service of distribution in the Principality, proposing the merger business. Two of the organizations concerned, the Electric Mutual of Encamp and GOVERNMENT, they declined the offer, but the other two, Nord Andorra, SA and the Electric Mutual of St Julian's, which are precisely the ones that have the most extensive networks and the largest number of subscribers, have agreed to participate in the process, so that this law represents unify network in all the parishes , with the sole exception of the Pas de la Casa and a small part of the village of Encamp.
To legally implement this operation was precisely the dissolution of the public entity FEDA. It proposes the creation, in place of a society for actions, which will be given the same name, and that you can integrate into your shareholders the two aforementioned distributors, who supply all of your electrical assets, material and immaterial. In return, these entities receive shares in the new company FEDA, SA.
This instrumentation allows you to keep public ownership of FEDA and incorporate the experience of two private entities that make up the Andorran electric sector since its inception. Also left open the door to the integration of the other two distributors that operate in the Principality, to achieve the goal of unification stated of the electrical network.
For the reasons mentioned above, the General Council approves the following: Law Article 1 approves the creation of the public company "Forces Elèctriques d'Andorra, SA", under the legal form of company stock or limited company, which will have been entrusted with the management of the public services of electric energy production and import, as well as the distribution to users and other entities currently existing distributors.
Article 2 Without prejudice to the powers of the General Administration, the owner of the service, the company will have to: the production of electric power by any means, including cogeneration; the import of electrical energy; the distribution of electric power to its users and other entities currently existing distributors; the export of surplus energy and the management, maintenance and expansion of the electricity grid in high, medium and low voltage. You can also perform other activities accessory or complementary to the specified principal object.
Article 3 1. The founding capital of Forces Elèctriques d'Andorra, SA will be four thousand nine hundred ninety one million five hundred and eighty thousand (4,991,580,000) pesetas, which are equivalent to thirty million (30 million) euros that subscriuran and desembossaran are partners in the following proportion: a) the Hon. Government, eighty four coma u (84,1%) percent.
b) Electric Mutual of Sant Julià, the coma six seven (6.7%) percent.
c) and Northern Andorra, SA, the new coma two (9.2%) percent.
2. for desembossar for their participation in society, the Government will contribute the assets of electric POWER STATION, including those who have the status of goods in the public domain, in which case the contribution is limited to the right to the use and ordinary and extraordinary administration, and an amount in pesetas equivalent to circulating non-electric of the financial as of December 31, 1998.
3. Similarly, to desembossar their participation in society, Electric Mutual of Sant Julià de Lòria and Northern Andorra, SA, there will bring all of your electrical assets and an amount equivalent to his electric circulating financial not pesetas as of December 31, 1998.
4. Each of the partners will contribute also to the society a sum in URmetàl.lic, proportional to their participation in the share capital, in order to set up the initial reserve of Treasury.
5. The difference between the valuation of the contributions of the partners and the share capital shall be considered emission premium, but will be home later in the capital account by means of a capital increase
who approved the society, for which it will create new actions in the number appropriate to absorb fully the above-mentioned issue premium, with additional charge which will be released.
Article 4 the company will constitute for an indefinite duration and in accordance with the articles listed in annex.
Article 5 the Government you will need prior authorization of the General Council to alienate their shares of Forces Elèctriques d'Andorra, SA regardless of the number of shares subject to the proposed alienation.
In any case, the participation of the State, through the General Administration, in the share capital of Forces Elèctriques d'Andorra, SA will always be greater than the 60 to 100.
Article 6 prohibits any physical or legal person owns, directly or indirectly, shares or rights over shares that represent more than two percent of the share capital of Forces Elèctriques d'Andorra, SA, with the sole exception of its founding members and those referred to the single transitional provision of this law, in the event that you arrive to the capital increase that is expected.
The transmissions of actions demanded money out among alive with infringement of this prohibition are URnul.les, and have not carried out. Forces Elèctriques d'Andorra, SA in denied registration in the log-book of actions; start immediately the appropriate legal actions to obtain the cancellation, and prohibit by injunction suspended the rights linked to the actions that are the object until you have returned to a firm ruling.
The transfer of shares mortis causa which infringissin the prohibition established in this article shall be notified immediately upon Forces Elèctriques d'Andorra, SA that will inform of all the partners who could purchase them without infringing the ban because the trainers a right to preferential acquisition within a period not exceeding six months. In the absence of interest in the acquisition, the purchase the own society to amortize them.
The present article will be spelled entirely above the titles that represent the actions of Forces Elèctriques d'Andorra, SA.
Article 7 the company will be subject to private law, but will have to conform to the system of accounting and control for the public companies.
Article 8 the society Forces Elèctriques d'Andorra, SA to develop the activities which constitute its object ensuring that the service quality is uniform for all their subscribers and foreseeing a team policy of investments in all the territory that extends its performance.
Additional provisions First for the purposes of the contribution provided for in sections 2 and 3 of article 3 of the law, the assets of the public entity FEDA and the Electric Mutual entities of Sant Julià and Northern Andorra, SA will be valued as of December 31, 1998.
Second is authorized the expansion of the capital of Forces Elèctriques d'Andorra, SA, through the issuance of shares released with charge to the issue premium referred to in paragraph 5 of article 3.
Third is terminated the public Forces Elèctriques d'Andorra (FEDA), created by the law of 14 January 1988, amended by the law of 18 January 1991 and November 4, 1993. The public company Forces Elèctriques d'Andorra, SA se subroga in the rights and obligations that the public entity FEDA had towards any third parties at the time of the dissolution.
Fourth electric rates are established and modified by the Government, by Decree.
Unica transitional provision in the event that, within three years following the date of approval of this law, Mutual entities and/or electric GOVERNMENT manifestessin your agreement in providing its electric assets in FEDA, SA in Exchange for shares of the company, the authorized capital increase of FEDA, SA, in the figure resulting from the measurement of electrical assets that provide these entities , carried out in accordance with the same criteria that have been used for the valuation of the assets contributed by the Government, North of Andorra, SA, and the Electric Mutual of Sant Julià, and embodied in actions that as operators of the electrical sector will be awarded the same rights as the founder.
The capital increase will have to be approved by the governing bodies of the company, in accordance with the legal and statutory provisions that are of application, and must be completed and registered in the register in a maximum period of four years from the date of approval of this law, the date on which it will be without effect the authorization contained in this provision.
Final provision this law comes into force the day after its publication.
Casa de la Vall, September 30, 1999 Francesc Areny Casal 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.
Jacques Chirac Joan Marti Alanis, President of the French Republic the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra Annex statutes of the public company Forces Elèctriques d'Andorra, SA (FEDA, SA) Chapter i. General provisions Article 1 Name With the name of "Forces Elèctriques d'Andorra, SA", concisely FEDA, SA, is a public company by shares contained in article 4 of the general law of public finance , which shall be governed by the rules in force in the field of commercial companies and by the present articles of Association.
Article 2 object of the society shall be to the production of electric power by any means, including cogeneration, and exploitation of all kinds of energy resources; the import of electrical energy; the distribution of electricity to its customers and other entities currently existing distributors; the export of surplus energy and the management, maintenance and expansion of production facilities and the electricity grid in high, medium and low voltage.
You can also perform other activities accessory or complementary to the parent object, indicated.
Article 3 The registered office Address is set in the building of the hydroelectric power, combat Communiste Avenue s/n, Encamp, and can be moved to any other place within the Principality by resolution of the general meeting, adopted in accordance with the present statutes.
Article 4 Duration the company will acquire legal personality by its registration in the register, in accordance with the legal provisions in force in the Principality. Its duration is indefinite.
Chapter II. Capital-Actions Article 5 share Capital
1. The share capital of the company is four thousand nine hundred ninety one million five hundred and eighty thousand (4,991,580,000) pesetas and is represented by five hundred thousand (500,000) shares of nine thousand nine hundred and eighty three coma sixteen (9,983.16) pesetas of face value each, constituting a single series of consecutive 1 in 500,000.
2. The share capital is fully subscribed and desembossat in the form contained in the deed of incorporation.
3. The participation of the State, through the General Administration, in the share capital of FEDA, SA will always be greater than the 60 to 100.
Article 6 Actions all actions are nominatives and issued in booklets, books.
Up to the issuance of the securities, will be delivered to the shareholders a provisional certificates, which contain the references provided in the article 23.2 of the rules of commercial companies.
Article 7 registration Book of The Board of Directors shall register all actions in a book-signing in to the effect, in which they scored successive transmissions and the Constitution of in rem rights on the shares.
Article 8 rights and duties matched to action 1. Each share confers on the holder the status of a legitimate partner, the right to participate in the distribution of social income and assets resulting from the liquidation, the preferential right of subscription of the new shares to be issued, in the form provided for by the present by-laws, and the right to vote at general meetings. Each share gives right to one vote.
2. The possession of one or more actions involves the submission of its owner to the statutes of the society, and to the resolutions of the general meeting of shareholders, without prejudice to the actions of challenge that you can exercise.
Article 9 the founding actions 1. The shares subscribed by the founding members, as long as you remain in possession of these, and with the condition that the precise founding partner in keep a package of at least twenty-five thousand give right to: a) participate in the preparation of projects of investment plan of the company, which must be approved by the Board of Directors and the general meeting of shareholders, and in the monitoring and control of the implementation of the plans approved.
b) Be represented in the Board of Directors in the manner the provisions of article 29 of the present by-laws.
c) in the case of dissolution of the company, to receive the settlement fee, if there were, by means of the attribution of the same assets that each of the founders brought to the society for desembossar shares, or those who have replaced by real subrogation. And also, during the process of liquidation, to the assets of the same preferential acquisition contributed to society based on the concept of social capital, or those who have replaced by real subrogation, the price resulting from their valuation.
d) that the company keep open a sales office in the area in which the founding partner in question I had at the time of the incorporation of the company.
2. At the time when the founding members will emerge from its founder's actions, these are converted into ordinary shares, so that the new purchaser only has the rights referred to in article 8, precedent, but not listed in this article. Also, if the package of actions of a founding partner is less than the amount stipulated in paragraph 1, all of your remaining shares of founder become ordinary.
Article 10 Indivisibility of the shares of the company's action uniquely considered is indivisible, and the company will recognise only one holder per share. The co-owners of a single share will have to appoint a single person for the exercise of the rights of the partner, and will respond in solidarity in front of the society of the obligations derived from the condition of shareholder.
Article 11 transfer of shares The transfer of shares in the company has to communicate reliably to the Chairman of the Board of Directors, who shall register the transfer in the book-record actions.
Article 12 right of preference subscription In any capital increase granted the society, members 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.
Chapter III. Regime of the society Article 13 Organs of the society Are the governing bodies of the company are the general meeting of shareholders and the Board of Directors. This without prejudice to the other posts that may be appointed by resolution of the general meeting, or legal imperative.
Section 1. The general meeting of shareholders Article 14 the general meeting The general meeting of shareholders is the organ of expression of the will of the social. Meets in ordinary sessions and extraordinary.
All the partners, including dissidents, absent and disabilities, 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 15 call for 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 obliged to convene the general meeting when they ask a number of shareholders representing, at least, 10% of the share capital. In this case, you must respect the order of the day who propose applicants, but you can add the other points that have to fit.
Article 16 the form of the call for the convocation of the general meeting will be made by writing to the address contained in the book-registration of shares, by means of registered mail or courier, which is given with a minimum of 15 working days to one in which the meeting is to be held.
The announcement will contain the expression of the place, day and hour of the meeting, and the agenda of issues that have to be the same one referred to indications may contain. Second, in the event that the first there was sufficient quorum.
Between the first and the second call should be mitjar, at least, twenty-four hours.
Article 17 Constitution without convening the general meeting validly constituted: universal Board without prior notice nor any other requirement, as long as they are gathered, present or represented,
all of the partners, and you agree to hold it.
The Board thus constituted can make agreements both the competence of the ordinary shareholders ' meeting and the extraordinary, with majorities that, in each case, establish the present statutes.
Article 18 agenda the agenda of the General meetings the fixes the promoter of the event, and is expressed in this.
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 19 Support all members, regardless of the number of shares they own, have the right to attend general meetings.
Article 20 Representation all members have the right to represent in the meetings of the general Board. The representation may be accredited by means of a simple letter to the president.
When the condition of the top partner in a legal entity, this act validly through its legal representative, saved that expressly designates another person with sufficient powers. In any case, the rights of voice and vote at the general meeting of a shareholder who is a legal person must be exercised by a single individual, notwithstanding that they are several which assist the Board in the name of that.
Article 21 attendee list at the beginning of each session of the general meeting will provide the list of attendees, with an indication of the character or representation of each and the number of its own shares or unconnected with what there is. At the end of the list will be determined the number of shareholders present or represented, as well as the amount of capital they represent.
Article 22 the Committee presides over the meetings of the general meeting the Chairman of the Board of Directors; in his absence makes the vice president and, lacking both the older counselor present.
Acts as Secretary to the Board of Directors that, in case of absence, is replaced by the youngest of the directors present.
Article 23 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 Board is valid, with the majority of the share capital.
However the provisions of the preceding paragraph, when placed in the order of the day agreements relating to issue bonds, corporate transformation, merger or dissolution of the society, or to the modification of the present by-laws, the Board will not be 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 24 adoption of agreements: agreements of majorities to the general meeting are adopted by a simple majority of the votes cast.
Excepts of the rule before the modification of articles 2, 9, 24, 28, 29 and 44 of the present by-laws, which require, in addition, the favourable vote of ninety per cent of the shares of the founder in that time.
Article 25 powers of the ordinary general meeting the following attributions correspond to the ordinary general meeting: a) to approve the social management and, if applicable, the annual report of the financial year.
b) to approve the balance sheet and the accounts of the previous financial year.
c) solve what is coming from on the distribution of benefits.
d) designate and renew the members of the Board of Directors.
e) resolve on any other matter of ordinary administration that is included in the order of the day.
Article 26 powers of the extraordinary general meeting Are powers of the extraordinary general meeting: 1. The increase and reduction of the share capital.
2. The modification of the present by-laws.
3. The early removal of the members of the Board of Directors and the appointment of others that are overriding.
4. The dissolution, transformation, merger or takeover of society.
5. 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 27 acts, certificates of each session of the general meeting are extended the relevant Act, in that it will contain the place, day and hour of the meeting, the agenda, the composition of the Bureau, the shareholders present or represented, a brief summary of the discussions and the resolutions adopted, with the result of the voting.
The events are transcriuran in a book for the purpose, which will be retained in the Office.
The certificates of the agreements registered in the book of acts are given by the Secretary, with the approval of the president.
Section 2. The Management Board Article 28 Composition The Board of Directors is the governing body of the society and of implementation of agreements. It is composed of at least five members and, at most, to thirty. The position of Director must necessarily fall on individuals.
Article 29 election of Directors the election of Directors will be held by the general meeting, by voting, but the shares may group voluntarily, for the appointment of Directors.
Each voluntary grouping of actions that represent a number of capital equal to or higher than the result of dividing the whole of that by the maximum number of members of the Board, shall have the right to appoint a Director for each fraction as a whole that is. In the event that will make use of this ability, the actions so grouped shall not participate in the voting for the members of the Board until they have ceased in Office those who elected.
To this end, in the minutes of the voting will be identified by their actions that they have exercised this right.
Whenever a group of actions make use of the right of Assembly, will proceed to the renewal of the totality of the members of the Council who have been elected by the whole of the share capital, regardless of the time they get in Office.
Article 30 duration of the term of Office of the directors. Renewal of the agreement Saved general meeting, the directors ' term of Office is four years. The directors are reelegibles indefinitely, and may be revoked in advance by the general meeting of shareholders, when have been chosen for this, or for the voluntary grouping of actions that have been appointed, when it is the case.
Article 31 Free of charge The position of Director is free, provided that the general meeting does not remember otherwise.
Article 32 Representing The members of the Board can be made to represent and
delegate their vote to another Director, but not on a person outside the Board of Directors.
Article 33 organisation of the Board of Directors When they don't have designated the general meeting, the Board of Directors shall elect, from among its members, a Chairman, and facultativament, a vice-president replacing it in the event of absence or impediment.
The Board of Directors also designates a Secretary, who may not be a Director. In this case, the Secretary will not have a deliberative voice nor vote in the sessions of the Council. In case of absence or impediment the Secretary is replaced by any one of the directors.
Article 34 Notice, quorum, majority On the Board of Directors meets on convocation of its president, that will bring together as many times as convenient for social interests, and also believe, when I ask for three or more directors, proposing 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 will have to be fixed 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 its resolutions are adopted by simple majority of votes. In case of a tie, the vote of the president is considered.
Article 35 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 direction of social business. The Council has the most extensive 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: i. Acts in general) Represent the company in court or out of it.
b) Propose to the general meeting the adoption of agreements on matters that the competen.
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, the Director, or other person, those powers that have to fit, 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.
II. Ownership, real rights, obligations and contracts) Constitute, to recognize, edit, accept, group, split, yield, ratify, extinguish, or URcancel.lar, in whole or in part, the domain, property rights, special properties, servitudes, usufruct, censuses, wagers, mortgages, 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, decision by luck or by a third party, insurance, annuity 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.
c) assign, transfer, charge and pay all kinds of credits, interest, or dividends, without any limitation.
III. commercial Acts in) Constitute or celebrate, recognize, yield, ratify, extinguish or URcancel.lar all kinds of acts, contracts, credit, bonds and commercial business, values, effects, URmetàl.lic, rights or actions, purely or condition or term, simple-shaped or solidarity, main or accessories, or whether they are innominats or monoids random nominees, and still held in bags, lonjes, markets, fairs, or that refer to the State and public in general, banks and savings banks, insurance companies and others. Confer mandates and powers to any assistants, mediators and agents.
b) to open and close URcancel.lar or tanks, safety deposit boxes, credit accounts, clearing accounts, books or notebooks of savings. Dispose of your funds, agreeing to balance or excerpts, already have to money, personal property or real estate, rights or actions of any kind.
c) Issue, deliver, transfer, endorse, negotiate, discount, protest, collect, intervene, indicate, endorse, accept and pay bills of Exchange, cheques, promissory notes, checks, vouchers, payment terms, and any other kind of commercial documents and titles-values.
d) Appoint, suspend and dismiss, the Director and the directors, officers, employees and workers, technicians and operators, pointing them to the remuneration, duties and working conditions and devolve them, where appropriate, the power to recruit and sign on behalf of the company.
e) Conclude contracts of sale, choice, barter, lease, loan, insurance, works, in provision of services, supplies, supply, relating to commercial property and industrial, banking, warranty, technical assistance and technology transfer, transport, advertising and, in general, any kind of commercial contracts.
IV. judicial Acts of the public administration) to intervene as an actor, the respondent or any other concept, in procedures, acts or actions of the jurisdiction civil, criminal, administrative, and any other jurisdictions. Exercise all kinds of judicial or extrajudicial action.
b) Exercise all kinds of resources, ordinary or extraordinary. Ask for execution of the firm judgments.
c) suspend, compromise, desist, engage in life in law or equity, or a third party, the same procedures. Give up all kinds of actions and judicial guarantees.
d) appear before any authorities and public officials, or of institutions of public or official.
Submit applications, promote files of any kind, follow them and finish them, with wide powers to desist, give up, compromise, and to turn their agreements, using all the ways permitted by law.
e) attended competitions, auctions and public tenders, with the most extensive powers for administrative contracts and accept concessions, with the terms, prices and conditions you have to more convenient.
f) Require the intervention of notaries or other jurymen, authorities and officials.
g) Granting powers to lawyers and attorneys with all or part of the powers referred to in this article.
Article 36 Acts-certificate of each meeting of the Board of Directors shall be the relevant record, which will be adopted at the same session, or to the immediately following. The agreements, in any case, will be executive directors although the minutes have not been approved.
The certification of the resolutions will be delivered by the Secretary, with the approval of the president.
Article 37 powers of the president of the Council is up to the president, on behalf of the Council, govern and administer the social interests, in accordance with the legislation and with the present statutes and execute the resolutions of the general meeting of shareholders and of the Board of Directors. These powers can be delegated to other members of the Board and third parties.
Chapter IV. Of the economic regime of the society Article 38 social social exercise Exercise begins the first day of January and ends on thirty-one in December of each year. By exception, the first financial year will begin on the day of commencement of operations and will be concluded on the last day of the calendar year.
Article 39 accounting Documents will be a social accounting in the books as determined by the Board of Directors and, in any case, are mentioned in article 12.2 of the regulation of companies and those others that the regulations that implement the general law of public finance foresee their compliance for public companies.
These accounts will be established each year using a homogeneous form and the same methods of evaluation that the exercises above.
Article 40 of the accounting documents to The profit and loss account and the balance sheet will be available to all shareholders, in the registered office, for the period between the announcement and the celebration of the ordinary general meeting each year. All members have the right to consult these documents, and also to obtain a copy.
Article 41 NET Benefits The net products of the year, after deducting the costs and other burdens of society, included the depreciation and provisions that may be, constitute the net profit of the financial year.
Article 42 legal Reserve A ten per cent of the annual net profits will go to the establishment of the mandatory legal reserve, until it reaches the ten percent of the share capital.
Article 43 distributable distributable benefits Benefits are organized by the net profits for the year, decreased, when appropriate, by the losses of previous years, the funding provided for the legal reserve and the volunteer that you remember, and augmented by the benefits not affected by previous exercises.
Article 44 distribution of benefits 1. After the approval of the accounts, the general Assembly decided, on the proposal of the Board of Directors, about the destination you should give to the distributable profits. In any case, a part is not less than thirty percent is distributed as a dividend, unless agreed otherwise by the General meeting of shareholders.
The rest can be used for the establishment of voluntary reserves of general character or affected specific purposes; to pay a second interim dividend, or in any other order that it thinks fit.
2. By exception to the provisions of the preceding paragraph, in the event that the company hoped to have a debt level higher than 25% of its own funds, and until there come to balance their sources of funding under the percentage mentioned, you can arrange the non-distribution of benefits, or the distribution of a percentage less than 30%, by a simple majority of votes.
Article 45 pay dividends dividends that you remember to deliver will be paid to shareholders within two months following the date of the ordinary general meeting.
Chapter v. Financial Control Article 46 financial Control society will be subject to financial control conducted by the General intervention of the Government, in the form provided for in article 39 and matching of the general law on public finance.
Chapter VI. Dissolution and liquidation Article 47 will dissolve society Dissolution by agreement of the extraordinary general meeting of shareholders adopted in accordance with the prescriptions of article 16.1 of the regulation of commercial companies, and for any of the causes provided for by the legislation.
Article 48 Settlement from the time of its dissolution, to the cause may be, 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.
The shares remain negotiable, until at the close of the liquidation.
Article 49 organisation of the settlement at the same time remember the dissolution, the extraordinary general meeting shall regulate the form of payment, shall appoint one or more liquidators and determine their powers.
Article 50 the closing of the liquidation at the end of the liquidation, the liquidator or liquidators convocaran an extraordinary general meeting which will be to the approval of the final balance of the liquidation.
Approved the settlement, and canceled the debts and obligations of the company, the remaining is distributed among all the members pro rata to the number of shares they own.
In any case, public domain goods attached to the society, return to the public domain, without it being possible to give them any other destination.
Chapter VII. Final provisions Article 51 modification of the statutes All modification of the present by-laws approved by the extraordinary general meeting, with the quorum and majorities provided for in chapter III, must be necessarily subjected to the approval of the Hon.
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 the articles will have no effect.
Article 52 Reference regulations in everything that is not provided for by these statutes shall apply the provisions of the regulation of companies and the other legal provisions in force.
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