Law Of Creation Of The Overhead For Society, Sa, 10-12-98

Original Language Title: Llei de creació de la societat ramaders d'Andorra, SA, de 10-12-98

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Law of creation of the breeders society of SA since the General Council in its session of December 10th, 1998 has approved the following: law of creation of the overhead for society, SA preamble the particular geographical and climatic features of the Principality of Andorra correspond to a physical environment rich in natural resources with abundant water , extensive forests and landscapes of extraordinary beauty, but difficult and costly exploitation for the primary sector.

The basic organizational structure is the family business, which corresponds to a system of traditional production-oriented, in the case of livestock, in a production of extensive type of meat, with the use of mountain pastures, which represent the country's own resources and renewable.

It is necessary to influence the livestock policy in order to control the impact of this activity on the environment, improve livestock, to adapt production to market demands, providing the producers of responsiveness to external skills and improve the productive structures in order to make them competitive and achieve its continuity.

That is why the Government is interested in promoting the establishment of a joint company for breeding, fattening and marketing of livestock in the country with the aim of achieving a beef production based on quality and to ensure the total transparency and reliability of the production process and marketing of the meat.

To achieve this end, the Government has decided to participate in the creation of this society, which must be formed by successive Foundation, in order to give the possibility to all farmers to subscribe the social capital that corresponds according to the head of cattle that have registered on the Padral of the Government.

Taking into account that article 2, letter d), of the general law of public finance, approved by the General Council on 19 December 1996, States that the creation of companies with the participation of the general administration has approved by law, the General Council approves the present law.

Article only approves the creation of the public company cattlemen, SA in accordance with the by-laws attached in the annex i. regarding the incorporation of the company shall be subject to the provisions of the regulation of commercial companies, 687.1 million the Government because, through the participation procedure of successive Foundation, in the same you will have to the marketing of cattle bred and greased by the partners in farms located in the Principality of Andorra in accordance with the rules of production that will draw up the regulations in force. You will also have to subject the acquisition of products needed for the breeding and fattening of cattle, raw materials, means of production, and goods and services, to resell them and make them members in the best conditions of price and quality, being able to perform all types of industrial, commercial and financial operations for the fulfillment of that goal.

The initial capital of the company will be, at least, the set by the Regulation of companies and a maximum amount of 25 million pesetas, and the Government has to subscribe and desembossar a percentage of capital higher than 50 per cent and accomplish the formalities necessary for the incorporation of the company.

Additional provision the Government will be able to participate in the constituent meeting in order to supplement the articles of Association of the company in accordance with the regulation of companies and the general law on public finance and set the initial capital in accordance with the minimum and maximum established in the present law.

Final provision this law shall enter into force on the day following its publication in the official bulletin of the Principality of Andorra.

Casa de la Vall, December 10, 1998 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 Martí Alanis, President of the French Republic the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra Annex i. statutes of the company cattlemen, SA Title i. name. Object. Duration. Address Article 1 under the name of cattlemen, SA, is a corporate society, for actions, which shall be governed by the present articles of Association, by the internal regulations of operation that the General meeting approve, by the regulation of commercial companies, approved by the General Council in date of May 19, 1983, and by the provisions that could dictate the future.

Article 2 the object of the society will be the marketing of cattle bred and greased by the partners in farms located in the Principality of Andorra in accordance with the rules of production which will draw up the society and the rules approved by the Government. You will also have to subject the acquisition of products needed for the breeding and fattening of cattle, raw materials, means of production, and goods and services, to resell them and make them members in the best conditions of price and quality.

The company will draw up a regulation of production for breeding, handling and feeding of cattle to market, which must be necessarily respected by members.

You can also perform, in a complementary accessory activities of the parent indicated that tend to a better development of the society and contribute to the development and improvement of breeding and fattening of cattle in the Principality of Andorra.

Article 3 in exceptional cases, the company may acquire from third parties that are not members, livestock that meet the conditions set out in the regulation of production when the lack of domestic supply can cause problems due to lack of marketing the product.

Article 4 for the fulfillment of social objectives established, the General meeting of shareholders, will create the appropriate and will draw up the regulations of internal operation both in the same company as the sections.

Article 5 The society, on the basis of their entry in the register of companies, it will have full legal personality and capacity to act for the fulfillment of its objectives and 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 contracts, administrative, financial and commercial and any other nature


they are suitable for the development of its social object.

Article 6 the duration of the company shall be indefinite.

The General meeting of shareholders may agree at any time the dissolution, transformation or merger of the company with other organizations, provided that they meet the requirements that require these statutes and the law.

Article 7 the company shall have its registered office at c/Doctor Vilanova, 9, building Thaïs, 4th floor, in Andorra la Vella, and can be moved to any other place in the Principality, by resolution of the General meeting of shareholders.

Title II. Members are people who can be partners Article 8 may be shareholders of the company all the people registered in the Padral of the Government as active owners of a farm.

Requirements and admission procedure Article 9 because a person is admitted as a partner must comply with the following conditions: a) meet the requirements provided for in the present articles of Association.

b) Was previously included in the list of sponsors that included in the deed of incorporation of the company or to apply for admission to the Board of Directors in the manner provided for in the present articles of Association and in the internal regulations.

c) Subscribe or acquire, in accordance with the sections created by the company, the shares representing the share capital as determined by the internal rules of the company according to the head of cattle registered in the Padral of the Government in the name of the applicant or of the fattening that you recognize.

Partners ' rights Article 10 the members have the right to: a) attend the ordinary and extraordinary meeting of shareholders of the company.

b) participate in the distribution of social benefits, in accordance with the result of the balance of accounts of every social practice and in accordance with the distribution proposal approved by the Board, as well as the resulting heritage, in the event of liquidation.

c) vote at the General meetings when you have the number of shares that confer statutory vote.

d) Elect and be elected to the offices of the governing bodies of the company.

e) Get information on their economic and social rights in accordance with the regulation of commercial companies.

f) Have preemptive right in the case of issuance of new shares.

g) Perceive the price of cattle sold to the society in the conditions set by the internal regulation.

Article 11 the partners are obliged to comply with the internal regulations of production, breeding and fattening of cattle that are established.

Any breach of the obligation established in the above paragraph may lead to the temporary or definitive exclusion of a member of the livestock marketing channels that fill out and/or the imposition of penalties established by the regulations of the internal workings of the company.

This measure will adopt the Board of Directors in sanctioning a, after hearing the interested party, and the decision may be made before the General meeting of shareholders within a period of fifteen days from the reliable communication. The General meeting of shareholders resolved the appeal at the next meeting to celebrate.

Title III. Social capital. And actions based Article 12 the capital stock is fixed in the minimum amount of five million pesetas (5 million pesetas) and a maximum of twenty-five million pesetas and will be represented by actions nominatives numbered ten thousand pesetas (10,000 pesetas) each of face value, and may be extended through booklets, books.

The share capital may be increased or decreased by the General meeting of shareholders, after the legal authorization.

Article 13 actions, once registered the company in the register, will be numbered correlatively and will be registered in a special register created for that purpose by the society, which will include all the transmissions, the rights or the loads that affect the diligenciades actions.

Article 14 the amount of the shares will be fully subscribed and desembossat at the moment in which they grant public deed of incorporation.

Article 15 the shares are indivisible and the company does not recognize more than one vote for each share. The joint indivisos of one or more actions are required to be represented in the society by a single person appointed by agreement between them.

Article 16 Other prohibited the creation of actions which do not respond to an effective equity in society, or the issue of shares below its face value.

It also banned the bearer shares and the plural voting.

Title IV. Liability for debts Article 17 the society will respond of the social debt, with all its present and future goods.

The responsibility for social debts will not be extended to the personal assets of the partners beyond the obligation to satisfy dividends liabilities.

Article 18 the society is not responsible for debts of its partners.

Title V Transfer and transmission of shares Article 19 will be free transfer of shares among the partners carried out by acts among the living as long as they meet the requirements set forth in article 8 and to communicate the transfer to the Board of Directors for the purpose of registration of the new owner.

Article 20 the transfer of shares to third parties in favour of living between events beyond the control of the society can be carried out provided that the acquirer may acquire the status of partner in compliance with the requirements and the procedure laid down in article 8.

Article 21 by hereditary succession of the successors will be able to acquire the status of a partner with compliance with the requirements set out in article 8.

Article 22 When by intestacy the shares cannot acquire the status of a partner may opt, within a period of six months, between transmitting the shares to a third party who may acquire the status of partner or force the company to acquire the shares (whether it's finding a new acquirer either reducing the capital).

If you opt for the society to acquire its shares, the price of these shares will be set in accordance with the provisions of article 7 of the regulation of commercial companies in the part that is applicable.

Article 23 will be nul.la and ineffective to society any transmission of actions which do not fit in the present by-laws.

With regard to the transfer of shares to foreigners shall apply the regulations, in relation to this matter, the Regulation of commercial companies.

Article 24 the assignment and transfer of the shares by the Government remains subject to the provisions of the general law on public finance.

Title VI. Financial control Article 25


The company will be subject to financial control of the general intervention of the Government, in the terms established in the general law on public finance, while the percentage of the share capital of the company, subscribed to by the Government is the majority or enough to have control.

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