EXPLANATORY STATEMENT

I

This royal legislative decree complies with the forecast contained in the seventh final provision of Law 3/2009, of April 3, on structural modifications of commercial companies, which enables the government to, within 12 months, proceed to recast in a single text, under the heading of 'Capital Companies Act', the legal rules which that provision lists. In this way, the traditional separate regulation of the forms or social types designated with this generic expression, which now, as the law is promoted, reaches a defining rank.

The division into two special laws of the legal regime of public limited liability companies and limited liability companies was not a consequence of both the decoding process and the fact that the extension of the In the case of the Court of Law, the Court held that the Court of Law did not allow the inclusion of those legal systems within the 1885 Code of Commerce, which engaged in few articles in public limited liability companies, and which, for the time when it was drawn up, did not know the liability companies. limited. Thus the laws of 1951 and 1953-the first of them of remarkable technical perfection for the time when it was enacted-were promulgated as independent legal texts, a characteristic which has been maintained since then as a feature of the law. Spanish societaria. Instead of regulation in a single law, the legislator has faced in successive moments and in a separate way the articulation of the discipline of the societies of capital.

This duality or even plurality of "continents" -when Law 19/1989, of July 25, decides that the new regulation of the comandarian societies by actions is included in the Code, and when Law 26/2003, of July 17, introduces a new title, Title X, in the Securities Market Act, dedicated to listed public limited companies-there would be no special problems if the "content" was sufficiently coordinated. Although the legislator has tried to achieve this coordination, either through the technique of repetition of rules-which, however, is not always absolute-, well with recourse to the instrument of referrals, the result has not been fully satisfactory. In addition, following the major reforms carried out at the end of last century-the aforementioned Law 19/1989, of July 25 and Law 2/1995, of March 23-, there are discoordination, imperfections and loopholes in respect of which doctrine and jurisprudence have offered divergent legal solutions without sufficient reason to exist.

Hence, the General Courts have deemed it necessary to entrust the government with the elaboration of a recast text of the legal norms on capital societies, bringing together in a single text the content of these two laws. In addition, it is important to add that part of the Securities Market Law governing the most purely corporate aspects of public limited liability companies with securities admitted to trading on an official secondary market and with the addition of the articles that the Commercial Code devotes to the comandaria by shares, derived social form, very little use in practice. A single legal body must contain the whole of the general legal regulation of capital companies, with no exception other than the one arising from the Act on structural amendments-in which the habilitation is contained-the content of which, by to be concerned with all types of commercial companies, including 'company of persons', could not be included, without any inconsistency, in that recast. This is a task of extraordinary importance because the vast majority of societies incorporated and operating in our country are limited or anonymous; but this is also a task that involves not a few difficulties.

II

The General Courts have established the method and, at the same time, the limits of the mandate to the executive branch: this single legal text must be the result of the regularization, the clarification and the harmonization of the plural texts Legal before The recast cannot be limited to a mere juxtaposition of articles, but rather requires the development of a complex action in pursuit of this threefold objective, in which, for the general interest, the legal decision rests. In drafting the recast text, the Government has not limited itself to reproducing the legal rules which are the subject of the recast, but has had to have an impact on this legislation in a delicate task to faithfully fulfill the mandate received.

Regularizing means adjusting, regulating, or putting in order. At the service of this regularisation has been changed, at times, to the systematic, at the same time that attempts have been made to reduce the imperfections of the normative proposals. Naturally, the recast text contains the integrity of what it recast. Neither have those parts that the experience has been able to prove obsolete have been suppressed; nor have the solutions arbitrated by the law been modified even though the practice has questioned efficiency and highlighted the cost of implementation; incorporated rules that have not yet achieved legislative recognition anticipating the foreseeable solution. But a recast text that came to light without that imperative regularization would betray the terms of the habilitation conferred.

Together with regularization, the habilitation requires clarification, that is, to eliminate, as far as possible, the doubts of interpretation that the legal texts raise, determining the exact scope of the norms. Sometimes-the least-the systematic itself allows us to achieve this result; more often than not it is necessary to specify what the norm says with the elimination of that which hinders the understanding, the modification of formulas little achieved or the incorporation of the indispensable elements to facilitate intelligence. In this way, instead of reforming the legal texts, the sense of the norms is concrete, perfecting the whole without the need for substitutions.

Finally, the mandate of harmonisation imposes the suppression of differences of legal expression, unifying and updating the terminology, and imposes above all the disagreements arising from the previous legislative process. In this sense, the recast text has proceeded to a very important generalization or normative extension of solutions originally established for a single one of the societies of capital, avoiding not only referrals, but also having to go to reasoning in search for reason identity. This harmonization was particularly necessary with regard to the determination of the competence of the general meeting and, above all, with regard to the dissolution and liquidation of capital companies, as it contrasted the very old chapter. IX of the Act of Limited Companies with the much more modern Chapter X of the Limited Liability Companies Act, which has been taken as a basis for recasting.

III

This triple criterion can lead to positive results in a legislative system such as the Spanish one in which limited liability companies-with a lot, those that conceive the preference of economic operators-have The Commission has already set up a number of measures to promote the development of the European Community's economic and social policy in the context of the European Union. In Spain, the limited ones are not an anonymous "outside" and a collective "inside". In spite of the syncretism of the legal system of limited liability companies, in which elements from very different legislative models are combined, the common matrix of the companies of the companies of the capital, with relatively rigid corporate structure. The success in Spanish practice of this traditional policy option shows the success of the legislators of 1953 and 1995, with few cases in which, within the impassable limit represented by the rules imperative and by the configurator principles, private autonomy has decided to add some personalistic tint.

This substantial unity among the various forms of capital companies is most clearly appreciated by the systematic nature of the recast text, which has renounced a possible split between "general parties" and "parties". ", by articulating the texts by reason of matters, with the appropriate generalisations, without prejudice to the inclusion, within each chapter or section, or even within each article, of the specialties of each social form when real and They actually existed. However, the interpreter may appreciate that the impossibility of crossing the limits of the habilitation leaves open questions about the sense of some different solutions because of the chosen social form.

IV

On the theoretical level the distinction between the limited liability companies and the limited liability companies rests on a double characteristic: while the former are naturally open societies, the societies of limited liability are essentially closed companies; whereas the former are companies with a rigid system of defence of the social capital, retention figure and, therefore, guarantee for the social creditors, the second, in sometimes, they replace those defense mechanisms-sometimes more formal than effective-by liability regimes, with the consequent greater flexibility of the rules. There is no need now to make forecasts on the future of capital as a third-party guardianship technique, which will only be possible to deal adequately with the supranational framework of the European Union, but it is important to point out that such a counter-position typological between open societies and closed societies is not absolute, because, as reality teaches, the vast majority of Spanish public limited companies-except, obviously, listed-are companies whose statutes contain clauses limiting the free transmissibility of shares. The underlying legal model does not correspond to the actual model, and this circumstance has been taken into account by the Spanish legislator and has to be taken into account when drawing up the recast text. Thus, in this plane of reality, an overlap of social forms, in the sense that for the same needs-those that are specific of the closed societies-is offered to the choice of the particular two social forms different, conceived with different degrees of imperativity, without the sense of that duality always being appreciated clearly. In this way, the question of what the relationship between the two principal forms of capital companies and whether the transit of one to the other must respect the requirements laid down for the transformation or the future must be in the future left unanswered. whether it should be facilitated through more agile and simple techniques. Rather than a rigid counterposition for the reason of the chosen social form, the essential distinction would lie in having or not the condition of a listed company. The important role of companies listed on the capital markets makes it necessary to intervene in economic activity, which is geared towards protecting the investor and, on the other, to stability, efficiency and good practice. functioning of the financial markets.

In this sense, it must be borne in mind that the regulation of listed companies will be systematized, on the one hand, in this recast text, to collect the economic aspects eminently societarians and, on the other, in the Law 24/1988 of 28 July, of the Stock Market, where the regulation of the financial side of this type of company appears, mainly presided over by the principle of transparency in order to ensure the smooth functioning of the markets and the investor protection.

V

The recast text is born-and it is important to highlight it-with determined will of provisionality; it is born with the desire to be overcome soon, thus becoming a stepping stone more of the scale towards the progress of the Law. On the one hand, because it is not adventurous to state that, in the immediate future, the legislator must face important reforms of the matter, with the revision of some of the traditional legal solutions, with the extension of the dynamics of the duties Trustees of the administrators, with the most detailed regulation of the listed companies and with the creation of a substantive law of the groups of societies, confined until now in the regime of the consolidated accounts and in those norms Episodic scattered by the articulated. On the other hand, because it is general aspiration that the totality of the general law of the commercial companies, including the one applicable to the personalist societies, is contained in a unitary legal body, with overcoming of the persistent plurality legislative, which the present recast text reduces but does not eliminate. In this sense the works of the General Commission of Coding for the elaboration of a Code of the Companies of the Mercantile Companies or even of a new Commercial Code to the service of the requirements of the indispensable unit of market, will have to be valued by the government in order to decide the time and mode of such ambitious reform.

In its virtue, on the proposal of the Minister of Justice and the Minister of Economy and Finance, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting of July 2, 2010,

DISPONGO:

Single item. Approval of the recast text of the Capital Companies Act.

The recast text of the Capital Companies Act is approved, incorporating the contents of Section 4. of Title I of Book II of the 1885 Code of Commerce, relating to the company's share-holding companies; the Royal Decree Law 1564/1989 of 22 December 1989 approving the recast of the Law on Companies, the Law 2/1995 of 23 March, of Societies of Limited Liability; and the content of Title X of Law 24/1988, of 28 July, on the Securities Market, relating to listed public limited companies.

Single repeal provision. Repeal of rules.

The following provisions are repealed:

1. Section 4. of Title I of book II (Articles 151 to 157) of the 1885 Code of Commerce, relating to society in actions.

2. The Royal Legislative Decree 1564/1989, of 22 December, approving the recast text of the Law of Limited Societies.

3. Law 2/1995, of March 23, of Limited Liability Societies.

4. Title X (Articles 111 to 117) of Law 24/1988 of 28 July 1988 on the Securities Market relating to listed companies, with the exception of Article 114 (2) and (3) and Articles 116 and 116 (a

.

Final disposition first. Competence title.

The recast text of the Capital Companies Act is dictated by the exclusive competence of the State in matters of commercial law, in accordance with the provisions of Article 149.1.6. Spanish.

Final disposition second. Authorisation of the Minister of Justice.

The Minister of Justice is hereby authorized to amend the references to the numbering contained in the Regulation of the Commercial Registry, approved by Royal Decree 1784/1996 of 19 July 1996, of the articles of the texts of the provisions to be repealed by the corresponding provisions in the recast text of the Capital Companies Act.

Final disposition third. Entry into force.

This royal legislative decree and the recast text it approves will enter into force on 1 September 2010, except for Article 515 which will not apply until 1 July 2011.

Given in Madrid, July 2, 2010.

JOHN CARLOS R.

The First Vice President of the Government and Minister of the Presidency,

MARIA TERESA FERNANDEZ DE LA VEGA SANZ

RECAST TEXT OF THE CAPITAL COMPANIES ACT

INDEX

Title I. General provisions.

Chapter I. Capital companies.

Chapter II. Name, nationality and address.

Section 1.

Section 2. Nationality.

Section 3. Home.

Chapter III. The one-man society.

Section 1. Unpersonal society.

Section 2. The law regime of the one-person society.

Chapter IV. The groups of companies.

Title II. The formation of capital companies.

Chapter I. General provisions.

Chapter II. The writing of constitution.

Chapter III. Registration registration.

Section 1. Enrollment.

Section 2. Society in formation.

Section 3. Irregular Coming Society.

Chapter IV. The successive constitution.

Chapter V. The nullity of society.

Title III. Social contributions.

Chapter I. Social contributions.

Section 1. General Provisions.

Section 2. Second contributions and non-cash contributions.

Subsection 1. Second Dinerary Contributions.

Subsection 2. Non-Dinerary Contributions.

Chapter II. The valuation of non-cash contributions in the public limited liability company.

Chapter III. Liability for non-cash contributions.

Section 1. No liability regime in limited liability companies.

Section 2. No liability regime in public limited liability companies.

Chapter IV. The disbursement.

Section 1. General Rules.

Section 2. The outstanding disbursements.

Chapter V. The ancillary services.

Title IV. Social participations and actions.

Chapter I. General provisions.

Chapter II. The rights of the partner.

Section 1. The rights of the partner.

Section 2. Social participations and silent actions.

Chapter III. The book of shareholders and the scheme for the transfer of shares in limited liability companies.

Section 1. The Partner Log book.

Section 2. The transmission of the units.

Chapter IV. The representation and transmission of the actions.

Section 1. Action Representation.

Subsection 1. th Representation by titles.

Subsection 2. th Representation by annotations in account.

Section 2. Transmission of actions.

Chapter V. Co-ownership and actual rights on social interests or shares.

Chapter VI. The businesses about the equity or shares themselves.

Section 1. First Original Acquisition.

Section 2. Derived Acquisition.

Subsection 1. Derived Acquisition performed by limited liability company.

Subsection 2. Derived Acquisition performed by a public limited company.

Section 3. Acceptance of collateral and financial assistance in the public limited liability company.

Section 4. Reciprocal Participations.

Section 5. Common Provisions.

Title V. The general meeting.

Chapter I. The general meeting.

Chapter II. Board competence.

Chapter III. Together classes.

Chapter IV. Call.

Chapter V. Universal Board.

Chapter VI. Assistance, representation and voting.

Chapter VII. Constitution of the board and adoption of agreements.

Section 1. Constitution of the Board.

Section 2. Law of Information.

Section 3. Adoption of Agreements.

Subsection 1. ª Majorities in the limited liability company.

Subsection 2. ª Majorities in the public limited company.

Chapter VIII. The minutes of the meeting.

Chapter IX. The impeachment of agreements.

Title VI. The administration of society.

Chapter I. General provisions.

Chapter II. Administrators.

Chapter III. The duties of the administrators.

Chapter IV. The representation of society.

Chapter V. The responsibility of administrators.

Chapter VI. The board of directors.

Chapter VII. Management of the company's share of shares.

Title VII. The annual accounts.

Chapter I. General provisions.

Chapter II. The memory.

Chapter III. The management report.

Chapter IV. The verification of the annual accounts.

Chapter V. Approval of annual accounts.

Chapter VI. Deposit and advertising of annual accounts.

Title VIII. The modification of the social statutes.

Chapter I. The modification of the social statutes.

Section 1. General Provisions.

Section 2. Special Rules for the Protection of Partners.

Chapter II. The increase in social capital.

Section 1. Modes of increase.

Section 2. The augmentation agreement.

Section 3. The execution of the augmentation agreement.

Section 4. The enrollment of the augmentation operation.

Chapter III. The reduction of social capital.

Section 1. Modes of the reduction.

Section 2. The loss reduction.

Section 3. Reduction to provide legal reservation.

Section 4. Reduction for the return of the value of contributions.

Section 5. The guardianship of creditors.

Subsection 1. The guardianship of limited liability company creditors.

Subsection 2. The guardianship of the creditors of public limited liability companies.

Section 6. Reduction by acquisition of equity or equity for amortization.

Chapter IV. Simultaneous reduction and increase in capital.

Title IX. Separation and exclusion of partners.

Chapter I. Separation of partners.

Chapter II. The exclusion of partners.

Chapter III. Common rules for the separation and exclusion of partners.

Title X. Dissolution and Settlement.

Chapter I. Dissolution.

Section 1. First Full Dissolution.

Section 2. Th Dissolution by finding the existence of legal or statutory cause.

Section 3. Th Dissolution by mere agreement of the general meeting.

Section 4. Common Provisions.

Chapter II. The settlement.

Section 1. General Provisions.

Section 2. Liquidators.

Section 3. th Settlement operations.

Section 4. The division of social heritage.

Section 5. The extinction of society.

Section 6. th Active and Passive Overcome.

Title XI. The obligations.

Chapter I. The issuance of obligations.

Chapter II. Representation of the obligations.

Chapter III. Convertible debentures.

Chapter IV. The bondholders ' union.

Chapter V. Repayment and redemption of obligations.

Title XII. New Company Company.

Chapter I. General provisions.

Chapter II. Constitutive requirements.

Chapter III. Social capital and social participations.

Chapter IV. Social organs.

Chapter V. Statutory Amendments.

Chapter VI. Dissolution.

Chapter VII. Conversion into a limited liability company.

Title XIII. European public limited company.

Chapter I. General provisions.

Chapter II. Registered office and transfer to another Member State.

Chapter III. Constitution.

Section 1. General Provisions.

Section 2. Constitution by merger.

Section 3. Constitution by holding company.

Section 4. th Constitution by transformation.

Chapter IV. Social organs.

Section 1. Administration Systems.

Section 2. The dual system.

Section 3. General Board.

Title XIV. Listed public limited companies.

Chapter I. General provisions.

Chapter II. Specialties in the field of actions.

Section 1. Action Representation.

Section 2. Shares entitled to a preferred dividend.

Section 3. Rescue Actions.

Section 4. Shares Subject to usufruct.

Chapter III. Specialties in the subject of subscription of shares.

Chapter IV. Maximum limit for the autobportfolio.

Chapter V. Obligations.

Chapter VI. Specialties of the general meeting of shareholders.

Chapter VII. Administration specialties.

Chapter VIII. Partner pacts subject to publicity.

Chapter IX. The corporate information.

Section 1. Section 1-Annual accounts.

Subsection 1. Annual Accounts.

Subsection 2. St Specialties of memory.

Subsection 3. ª Management Report Specialties.

Section 2. Special Right of Information.

Section 3. Special instruments for information.

Additional provisions.

Final provisions.

TITLE I

General provisions

CHAPTER I

Capital companies

Article 1. Capital companies.

1. They are the limited liability company, the public limited company and the company for shares.

2. In the limited liability company, the capital, which will be divided into social units, will be integrated by the contributions of all the partners, who will not be personally responsible for the social debts.

3. In the limited company the capital, which will be divided into shares, will be integrated by the contributions of all the partners, who will not personally respond to the social debts.

4. In the joint stock company, the capital, which will be divided into shares, will be integrated by the contributions of all the partners, one of which, at least, will personally respond to the social debts as a collective partner.

Article 2. Business Character.

Capital companies, whatever their object, shall have a commercial character.

Article 3. Legal status.

1. Capital companies, as soon as they are not governed by law that is specifically applicable to them, shall be subject to the provisions of this law.

2. The share-holding companies shall be governed by the rules specifically applicable to this social type and, in so far as they are not provided for, by the provisions of this law for public limited liability companies.

Article 4. Minimum social capital.

1. The capital of the limited liability company shall not be less than three thousand euro and shall be expressed in that currency.

2. The share capital of the public limited liability company shall not be less than EUR 60 000 and shall be expressed in that currency.

Article 5. Prohibition of capital less than legal minimum.

No capital-company constitution shall be authorized having a lower-than-legally-established social capital figure, nor any deed of modification of the share capital that leaves it reduced below that amount. number, except as a consequence of the enforcement of a law.

CHAPTER II

Denomination, nationality and domicile

Section 1

Article 6. Indication of the social type.

1. The name of the limited liability company must necessarily include the indication 'Limited Liability Company', 'Limited Company' or its abbreviations 'S.R.L.' or "S.L.".

2. The name of the public limited liability company must necessarily include the name "Sociedad Anonima" or its abbreviation "S.A.".

3. The share-holding company may use a social reason, with the name of all the collective partners, of any of them or of a single one, or an objective name, with the necessary indication of 'Company for shares' or its abbreviation "S. Com. by A.".

Article 7. Identity prohibition.

1. Capital companies may not adopt a denomination identical to that of any other pre-existing company.

2. Further requirements for the composition of the social name may be laid down.

Section 2. Nationality

Article 8. Nationality.

They shall be Spanish and shall be governed by this law all the capital companies that have their domicile in Spanish territory, whatever the place they were constituted.

Section 3. Home

Article 9. Address.

1. Capital companies shall establish their domicile within the Spanish territory at the place where the centre of their effective administration and management is situated, or in which the principal establishment or holding is situated.

2. Capital companies whose principal establishment or operation is located within the Spanish territory shall have their registered office in Spain.

Article 10. Discordance between registered address and real address.

In the event of a disagreement between the registered office and the registered office, the third parties may consider as their domicile any of them.

Article 11. Branches.

1. Capital companies may open branches anywhere in the territory of the country or abroad.

2. Save as otherwise provided in the statutes, the administrative body shall be competent to agree on the establishment, deletion or transfer of branches.

CHAPTER III

The one-person society

Section 1. Unpersonal society

Article 12. Classes of single-person capital companies.

Limited or anonymous liability company is understood to be:

a) The one constituted by a single partner, whether natural or legal person.

(b) The one consisting of two or more members when all the shares or shares have become the property of a single member. The ownership of the single partner is considered to be the social units or shares belonging to the single-member company.

Article 13. Advertisement of the one-personality.

1. The constitution of a single-member company, the declaration of such a situation as a consequence of having passed a single partner to be the owner of all the social participations or of all the actions, the loss of such situation or the change of the Single Member as a consequence of having transmitted one or all of the shares or shares, shall be entered in public deed which shall be entered in the Trade Register. The registration shall necessarily express the identity of the single partner.

2. As long as the situation of one-personality exists, the company expressly states its condition of one-person in all its documentation, correspondence, order notes and invoices, as well as in all the advertisements to be published by legal or statutory provision.

Article 14. Effects of the one-personality overcome.

1. After six months from the acquisition by the company of the one-person character without this circumstance having been registered in the Commercial Registry, the sole member will answer personally, unlimited and jointly and severally of the social debts contracted during the one-personality period.

2. In the case of single-personality, the single partner shall not be liable for subsequent debts.

Section 2-Legal framework of the single-member company

Article 15. Single partner decisions.

1. In the single-member company the single partner shall exercise the powers of the general meeting.

2. The decisions of the single member shall be entered in the minutes, under his signature or that of his representative, which may be executed and formalized by the partner himself or by the directors of the company.

Article 16. Recruitment of the single partner with the single-member company.

1. Contracts concluded between the single partner and the company must be entered in writing or in the documentary form required by law in accordance with their nature, and shall be transcribed to a book-register of the company to be legalized in accordance with the provisions of the books of the records of the companies. The annual report shall contain an explicit and individual reference to these contracts, indicating their nature and conditions.

2. In the case of a single-partner or company contest, the mass of contracts falling within the preceding paragraph which have not been transcribed to the book-register and which are not referred to in the annual report or have been entered in the annual report shall not be opontable to the mass non-deposited memory in accordance with the law.

3. Within two years from the date of conclusion of the contracts referred to in the first subparagraph, the single partner shall be liable to the company for the advantages which it has directly or indirectly obtained to the detriment of the company as a whole. the consequences of such contracts.

Article 17. Specialties of public unipersonal societies.

A limited liability company or single-person limited liability company whose capital is owned by the State, Autonomous Communities or local Corporations, or by bodies or entities of which they are dependent, shall not apply to such companies. laid down in Article 13 (2), Article 14 and Article 16 (2) and (3

.

CHAPTER IV

Group groups

Article 18. Groups of companies.

For the purposes of this law, a group of companies shall be deemed to exist when any of the cases provided for in Article 42 of the Code of Commerce are present, and shall be the dominant company that holds or may hold, direct or indirectly, the control of another or other.

TITLE II

The constitution of capital companies

CHAPTER I

General provisions

Article 19. The constitution of companies.

1. Capital companies are constituted by contract between two or more persons or, in the case of single-person companies, by unilateral act.

2. Public limited liability companies may also be a successor to a public subscription of shares.

Article 20. Public writing and registration.

The constitution of the capital companies will require public deed, which must be entered in the Mercantile Register.

CHAPTER II

The writing of constitution

Article 21. Grant of the writing of constitution.

The writing of the constitution of the capital companies must be granted by all the founding members, whether natural or legal persons, by themselves or by means of a representative, who will have to assume all of the social interests or subscribe to all shares.

Article 22. Content of the writing of the constitution.

1. The articles of incorporation of any capital company shall include at least the following particulars:

a) The identity of the partner or partners.

b) The willingness to constitute a capital society, with the choice of a particular social type.

(c) The contributions that each partner makes or, in the case of anonymous persons, has been required to perform, and the numbering of the shares or shares attributed in return.

d) The statutes of the company.

e) The identity of the person or persons who are initially charged with the administration and representation of the society.

2. If the company is limited to limited liability, the deed of incorporation shall determine the specific way in which the administration is initially organized, if the statutes provide for different alternatives.

3. If the company is anonymous, the deed of incorporation shall also express the total amount, at least approximate, of the expenses of the constitution, both of the already satisfied and of the intended ones up to the registration.

Article 23. Social statutes.

In the statutes to govern the functioning of the capital companies, it shall be stated:

a) The name of society.

b) The social object, determining the activities that integrate it.

c) The registered address.

(d) The share capital, shares or shares in which it is divided, its nominal value and its correlative numbering.

If the limited liability company expresses the number of shares in which the share capital is divided, the nominal value of the shares, their correlative numbering and, if they are unequal, the rights each attribute to the partners and the size or extent of the partners.

If the company is anonymous, it shall express the classes of shares and the series, if they exist; the part of the nominal value to be paid, as well as the form and the maximum period to satisfy it; and if the shares are represented by means of titles or by means of annotations in account. If they are represented by securities, they shall be indicated if they are the nominee or bearer shares and if multiple securities are provided for.

e) In limited liability companies, the mode or modes of organizing the management of the company. In public limited companies, the structure of the body to which the administration of the company is entrusted.

In addition, the number of administrators or, at least, the maximum and minimum number, as well as the term of the term of office and the system of its remuneration, shall be expressed, if they have it; and in the case of a share-holding company, the identity of the collective partners.

f) The way to deliberate and adopt their agreements the collective organs of society.

Article 24. Start of operations.

1. Save as otherwise provided in the statutes, social operations shall begin on the date of granting of the instrument of incorporation.

2. The statutes may not set a date prior to the date of the granting of the deed, except in the case of conversion.

Article 25. Duration of the company.

Unless otherwise provided in the statutes, the company shall have an indefinite duration.

Article 26. Social exercise.

In the absence of a statutory provision, the social exercise shall be understood to end on 30 and one December of each year.

Article 27. Advantages of the founders of public limited companies.

1. In the statutes of public limited liability companies, the founders and promoters of the company may reserve special rights of economic content, the value of which as a whole, whatever their nature, may not exceed 10% of the net profits obtained on the basis of the balance sheet, after deduction of the quota for the legal reserve and for a maximum period of 10 years. The statutes shall provide for a settlement system for the anticipated termination of these special rights.

2. These rights may be incorporated in nominative titles other than shares.

Article 28. Autonomy of the will.

In writing and in the statutes, it may also include all the covenants and conditions that the founding members deem appropriate to establish, provided that they do not object to the laws or contradict the configurator principles. of the chosen social type.

Article 29. Covenants reserved.

The covenants that are reserved among the partners will not be opontable to the society.

Article 30. Responsibility of the founders.

1. The founders shall respond jointly and severally to the company, the partners and the third parties of the record in writing the aforementioned required by the law, of the accuracy of the statements made in that document and of the appropriate investment of funds for the payment of the costs of incorporation.

2. The responsibility of the founders will reach the people on whose behalf they have worked.

CHAPTER III

Enrollment

Section 1. Enrollment

Article 31. Legitimation for the application for registration.

The founding members and the directors of the company shall have the necessary powers for the filing of the deed of incorporation in the Commercial Registry and, where applicable, in the property and the movable property, to request or practice settlement and make payment of taxes and related expenses.

Article 32. Legal obligation to submit to registration.

1. The founding members and the administrators shall submit to the Register of Commerce the deed of incorporation within two months of the date of the grant and shall respond jointly and severally to the damages that they cause. for failure to comply with this obligation.

2. The registration of the articles of association and all other acts relating to the company may be carried out on the grounds that the tax has been applied for or carried out on the basis of the registration.

Article 33. Effects of enrollment.

With the registration the company will acquire the legal personality corresponding to the chosen social type.

Article 34. Non-transmissibility of shares and shares prior to registration.

Until the registration of the company or, as the case may be, the agreement to increase the social capital in the Commercial Registry, the social units may not be transmitted, nor shall the shares be delivered or transmitted.

Article 35. Publication.

The registration of the company will be published in the Official Gazette of the Commercial Registry, in which the data relating to its writing of constitution will be entered that will be determined.

Section 2. Education Society

Article 36. Responsibility of those who acted.

By the acts and contracts concluded on behalf of the company prior to their registration in the Trade Register, they shall be jointly and severally liable to those who have concluded them, unless their effectiveness has been conditioned on the registration and, where appropriate, subsequent ownership of the same by the company.

Article 37. Responsibility of the training society.

1. By means of the acts and contracts indispensable for the registration of the company, by those made by the administrators within the powers conferred on them by the writing for the phase preceding the registration and by the provisions under a specific mandate for such persons appointed by all the partners, the company in formation with the assets it has.

2. The partners will respond personally to the limit of what they would have been required to contribute.

3. Unless otherwise provided in writing or by the social statutes, if the date of commencement of the operations coincides with the grant of the founding deed, the administrators shall be deemed to be entitled to the full development of the social object and to perform all kinds of acts and contracts.

Article 38. Responsibility of the registered company.

1. Once registered, the company shall be bound by those acts and contracts referred to in the previous article as well as by those who agree to it within three months of registration.

2. In both cases, the joint liability of partners, administrators and representatives referred to in the two preceding articles shall cease.

3. In the event that the value of the social assets, together with the amount of the costs necessary for the registration of the company, is lower than the capital, the partners will be obliged to cover the difference.

Section 3. Irregular Coming Society

Article 39. Irregular coming society.

1. Once the will not to register the company has been verified and, in any case, after one year from the granting of the deed without the application of the registration, the rules of the collective society or, if applicable, the civil society if the training company had started or continued its operations.

2. In the event of subsequent registration of the company it shall not be applicable as set out in the second paragraph of the previous article.

Article 40. Partner's right to urge dissolution.

In the event of an irregular coming-of-age, any partner may urge the dissolution of the company before the judge of the business of the place of the registered office and require, after the liquidation of the social patrimony, the corresponding quota, which shall be satisfied, wherever possible, with the refund of their contributions.

CHAPTER IV

The successive constitution of the public limited company

Article 41. Scope of application.

Whenever prior to the granting of the deed of incorporation of the public limited company, a public promotion of the subscription of the shares by any means of advertising or by the acting of intermediaries is made. financial, the rules provided for in this Title shall apply.

Article 42. Foundation program.

1. In the foundation for public subscription, the promoters shall communicate to the National Securities Market Commission the draft issuance and draft the foundation program, with the information they deem appropriate and necessarily with the following:

(a) The name, surname, nationality and address of all promoters.

b) The literal text of the statutes which, if any, must govern society.

(c) The period and conditions for the subscription of the shares and, where applicable, the credit institution or entities where the subscribers shall pay up the sum of money they are required to deliver to subscribe. It shall be expressly mentioned whether the promoters are entitled to extend the subscription period if necessary, if necessary.

(d) Where non-cash contributions are projected, in one or more times, the programme shall make sufficient reference to its nature and value, the time or times at which it is to be carried out and, finally, the name or the social name of the contributors. In any event, the place where the explanatory memorandum and the technical report on the valuation of the non-cash contributions provided for in this law shall be available to the subscribers shall be expressly mentioned.

(e) The Trade Register in which the deposit of the foundation program and the information prospectus of the issue of shares are made.

(f) The criterion for reducing stock subscriptions in proportion to those made, where the total of those rebases the value or amount of the capital, or the possibility of constituting the company by the total subscribed value, is is greater than or less than the one announced in the foundation program.

2. The foundation program will end with an excerpt in which its content will be summarized.

Article 43. Program repository.

1. The promoters, before carrying out any publicity of the projected company, must provide the National Securities Market Commission with a full copy of the foundation programme to which they will accompany a technical report on the feasibility of the the projected company and the documents that collect the characteristics of the shares to be issued and the rights that are recognized to its subscribers. They shall also provide an information leaflet, the content of which shall be in accordance with the rules of the securities market.

The program must be signed by all the promoters, whose signatures will have to be legitimized. The prospectus shall also be subscribed by the financial intermediaries who, where appropriate, are responsible for the placement and insurance of the issue.

2. The promoters shall also deposit a printed copy of the foundation programme and the information leaflet in the Mercantile Register. Such documents shall accompany the certificate of their prior deposit with the National Securities Market Commission.

By means of the Official Gazette of the Commercial Registry will be made public both the fact of the deposit of the indicated documents and the possibility of its consultation in the National Commission of the Market of Values or in the Registry itself Mercantile and an extract of its contents.

3. The offices of the Securities Market Commission and the Trade Register in which the deposit of the foundation programme and the information leaflet, as well as the institutions of the European Parliament, shall be mentioned in any publicity of the proposed company. credit referred to in the third subparagraph of the first paragraph of Article 1 (1) in which the public wishing to subscribe printed copies of the information leaflet shall be made available to the public.

Article 44. Subscription and disbursement of actions.

1. The subscription of shares, which may not alter the terms of the foundation programme and the information leaflet, must be made within the time limit laid down in that programme or of its extension, if any, after a quarter of a year has been paid. at least the nominal amount of each of them, which shall be deposited in the name of the company in the institution or credit institutions which are designated for that purpose. Non-cash contributions, if any, shall be made in the form provided for in the foundation programme.

2. The promoters, within one month from the day of the end of the subscription, will formalize before notary the definitive list of subscribers, expressly mentioning the number of actions that correspond to each one, its class and series, there are several, and their nominal value, as well as the credit institution or entities where the total of the disbursements received from the subscribers is deposited in the company's name. To this end, they shall provide the authorising fedatary with supporting evidence of such extremes.

Article 45. Unavailability of contributions.

Contributions will become unavailable until the company is registered in the Mercantile Registry, except for the expenses of notary, registry and prosecutors that are essential for the registration.

Article 46. Subscription Newsletter.

1. The subscription of shares shall be entered in a document which, by mentioning the expression 'subscription newsletter', shall be extended in duplicate and shall contain at least the following particulars:

(a) The name of the future company and the reference to the National Securities Market Commission and to the Mercantile Registry where the foundation program and the information booklet have been deposited, as well as the indication of the Official Gazette of the Trade Register where the extract has been published.

(b) The name or the name or the name or the social name, nationality and address of the subscriber.

c) The number of shares you subscribe, the nominal value of each of them, and their class and series, if they exist several.

d) The amount of the nominal value disbursed.

e) The subscriber's express acceptance of the content of the foundation program.

(f) The identification of the credit institution in which, where appropriate, the subscriptions are verified and the amounts mentioned in the subscription bulletin are paid out.

g) The date and signature of the subscriber.

2. A copy of the subscription bulletin shall be held by the promoters, a duplicate being delivered to the subscriber with the signature of one of the promoters, at least, or that of the credit institution authorised by them to accept the subscriptions.

Article 47. Convening of the constituent board.

1. Within the maximum period of six months from the date of deposit of the foundation programme and the information leaflet in the Register, the promoters shall convene by registered letter and at least 15 days in advance for each of them. the subscribers of the shares to attend the constituent meeting, which shall deliberate in particular on the following:

a) Approval of the efforts made until then by the promoters.

b) Approval of social statutes.

c) Approval of the value that has been given to non-cash contributions, if any.

d) Approval of the particular benefits reserved for the promoters, if any.

e) Appointment of persons entrusted with the administration of the company.

f) Designation of the person or persons to grant the foundational writing of the society.

2. On the agenda of the convocation, at least all of the cases set out above shall be transcribed. The call shall also be published in the Official Gazette of the Trade Register.

Article 48. Constituent Board.

1. The board shall be chaired by the sponsor appearing as the first signatory of the foundation programme and, in its absence, by which the other promoters choose. The subscriber will act as the subscriber chosen by the attendees.

2. In order for the board to be validly constituted, a number of subscribers representing at least half of the subscribed capital must be present to it, in its own or foreign name. Representation to attend and vote shall be governed by the provisions of this law.

3. Before entering the agenda, the list of subscribers present in the form provided for in this law will be drawn up.

Article 49. Adoption of agreements.

1. Each subscriber shall be entitled to the corresponding votes according to his contribution.

2. Agreements shall be made by an integrated majority, at least, by a quarter of the concurrent subscribers to the meeting, representing at least a quarter of the subscribed capital.

If special rights are to be reserved for promoters or for non-cash contributions, the parties concerned may not vote in the agreements to be approved. In these two cases, the majority of the remaining votes for the adoption of agreements will suffice.

3. The unanimous vote of all concurrent subscribers will be required to modify the content of the foundation program.

Article 50. Minutes of the constituent meeting.

The conditions for the constitution of the board, the agreements adopted by it and the protests expressed therein shall be recorded in a record signed by the subscriber who carries out the duties of the secretary, with the approval of the president.

Article 51. Writing and registration in the Mercantile Register.

1. In the month following the conclusion of the meeting, persons who have been designated for that purpose shall grant public deed of the constitution of the company, subject to the agreements adopted by the board and other supporting documents.

2. The licensors will have the necessary powers to make the presentation of the deed, both in the Commercial Registry and in the Property and in the Property of Furniture, and to request or practice the settlement and make the payment of the taxes and respective expenses.

3. The deed shall, in any case, be filed for registration in the Commercial Registry of the company's domicile within two months of its granting.

Article 52. Responsibility of the licensors.

If there is a delay in the granting of the writing of the constitution or in its presentation to the Register of Companies, the persons referred to in the previous article shall be jointly and severally liable for damages. caused.

Article 53. Obligations prior to registration.

1. The promoters shall respond jointly and severally to the obligations assumed against third parties in order to constitute the company.

2. Once registered, the company will assume the obligations legitimately incurred by the promoters and will reimburse them for the expenses incurred, provided that their management has been approved by the constituent board or that the expenses have been necessary.

3. Promoters will not be able to demand these responsibilities from simple subscribers, unless they have engaged in dolo or fault.

Article 54. Responsibility of the promoters.

The promoters will respond in solidarity to the society and to third parties of the reality and accuracy of the subscription lists to be submitted to the constituent board; of the initial disbursements required in the the programme of foundation and its proper investment; the veracity of the statements contained in that programme and the information leaflet, and of the reality and the actual delivery to the society of non-cash contributions.

Article 55. Consequences of non-enrollment.

In any event, after one year from the deposit of the foundation program and the information booklet in the Commercial Registry without having entered into the articles of incorporation, the subscribers may demand the return of the contributions made with the fruits that they would have produced.

CHAPTER V

The nullity of society

Article 56. Causes of nullity.

1. Once the company is registered, the action for annulment may be exercised only for the following reasons:

(a) For not having attended the act establishing the effective will of at least two founding members, in the case of a plurality of these or the founding partner in the case of a single-member company.

b) By the inability of all founding partners.

c) By not expressing in the writing of constitution the contributions of the partners.

d) By not expressing in the statutes the name of the company.

e) By not expressing in the statutes the social object or being illegal or contrary to public order.

f) By not expressing in the statutes the figure of the social capital and the contributions of the partners.

g) For not having fully paid up the share capital, in the limited liability companies; and for not having made the minimum outlay required by law, in public limited liability companies.

2. Outside the cases referred to in the preceding paragraph, neither the non-existence nor the nullity of the company may be declared nor shall its annulment be declared.

Article 57. Effects of the declaration of invalidity.

1. The judgment declaring the nullity of the company opens its liquidation, which will be followed by the procedure provided for in this law for cases of dissolution.

2. Nullity shall not affect the validity of the obligations or the claims of the company vis-à-vis third parties, nor the validity of the obligations of the company vis-à-vis the company, subject to the rules governing the liquidation.

3. In limited liability companies, where the company is declared void because the share capital has not been paid out in full, the partners shall be obliged to pay up the remaining part. In public limited liability companies, where the payment to third parties of the obligations incurred by the company declared void so requires, the partners shall be obliged to pay up the remaining part.

TITLE III

Social contributions

CHAPTER I

Social contributions

Section 1. General Provisions

Article 58. Purpose of the contribution.

1. Capital companies may only be subject to the provision of assets or property rights which may be subject to economic valuation.

2. In no case may the work or services be the subject of a contribution.

Article 59. Effectiveness of the contribution.

1. The creation of social participations and the issuance of shares that do not respond to an effective equity contribution to society will be void.

2. Shares may not be created or shares in a figure lower than their nominal value.

Article 60. Title of the contribution.

Any contribution is understood as a property, unless expressly stated otherwise.

Section 2. Second Dinerary Contributions and Non-cash Contributions

Subsection 1. Second Dinerary Contributions

Article 61. Cash contributions.

1. Cash contributions shall be established in euro.

2. If the contribution is in another currency, its equivalence in euro shall be determined in accordance with the law.

Article 62. Accreditation of the reality of contributions.

1. Before the notary authoritaire of the writing of constitution or of execution of increase of the social capital or, in the case of the public limited companies, of those scriptures in which the successive disbursements, the reality of the Cash contributions by means of certification of the deposit of the corresponding amounts in the name of the company in credit institution, which the notary shall incorporate in the deed, or by way of delivery for the latter to be in the name of she.

2. The validity of the certification shall be two months after its date.

3. As long as the period of validity of the certification does not elapse, the cancellation of the deposit by whoever constituted it will require the prior return of the certification to the issuing credit institution.

Subsection 2. Non-Dinerary Contributions

Article 63. Non-cash contributions.

In the instrument of incorporation or in the execution of the increase in the share capital, the non-cash contributions shall be described with their registration data if they exist, the valuation in euro attributed to them, as well as the numbering of the shares or shares allocated.

Article 64. Contribution of movable or immovable property.

If the contribution consists of movable or immovable property or rights assimilated to them, the contributor will be obliged to the delivery and sanitation of the thing that is the object of the contribution in the terms established by the Civil Code for the contract of sale, and the rules of the Code of Commerce on the same contract for the transmission of risks shall apply.

Article 65. Contribution of the right of credit.

If the contribution consists of a right of credit, the contributor shall be liable for the legitimacy of the credit and the solvency of the debtor.

Article 66. Business contribution.

1. If an undertaking or establishment is provided, the contribution shall be made to the consolidation of the whole, if the vice or eviction affects all or some of the essential elements for its normal operation.

2. The individual consolidation of those elements of the company provided that are of importance for their worth of assets will also be carried out.

CHAPTER II

The valuation of non-cash contributions in the public limited liability company

Article 67. Expert report.

1. In the constitution or capital increases of public limited liability companies, non-cash contributions, whatever their nature, shall be the subject of a report drawn up by one or more independent experts with competence professional, appointed by the commercial registrar of the registered office in accordance with the procedure to be determined.

2. The report shall contain the description of the contribution, with its registration data, if it exists, and the valuation of the contribution, expressing the criteria used and whether it corresponds to the nominal value and, where applicable, the emission premium of the actions to be issued as a counterpart.

3. The value of the contribution in the case of the social instrument may not exceed the assessment made by the experts.

Article 68. Responsibility of the expert.

1. The expert will respond to the company, in front of the shareholders and in front of the creditors of the damages caused by the valuation, and will be exonerated if it credits that it has applied the diligence and the own standards of the performance that it has been entrusted.

2. The action to require this liability will be prescribed four years after the date of the report.

Article 69. Exceptions to the requirement of the report.

The expert report will not be required in the following cases:

(a) Where the non-cash contribution consists of transferable securities which are listed on an official secondary market or on another regulated market or on money market instruments. These goods shall be valued at the weighted average price to which they were traded in one or more regulated markets in the last quarter preceding the date of the actual realisation of the contribution, in accordance with the certification issued by the the official secondary market or the regulated market concerned.

If that price had been affected by exceptional circumstances that would have been able to significantly modify the value of the goods at the effective date of the contribution, the directors of the company must request independent expert appointment to report.

(b) Where the contribution consists of goods other than those referred to in the preceding letter whose fair value would have been determined, within six months prior to the date of the actual realisation of the contribution, independent expert with professional competence not designated by the parties, in accordance with the principles and standards of valuation generally recognised for those goods.

If new circumstances that could significantly change the fair value of the goods to the date of the contribution, the directors of the company must apply for the appointment of independent expert. to issue report.

In this case, if the directors had not applied for the appointment of an expert, the shareholder or shareholders representing at least five percent of the share capital, the day on which the an agreement to raise capital, they may request from the commercial registrar of the registered office that, under the company, name an expert to carry out the valuation of the assets. The application may be made up to the day of the effective implementation of the contribution, provided that at least five percent of the share capital is still present at the time of submission.

Article 70. Replacement report for administrators.

Where non-cash contributions shall be made without the report of independent experts appointed by the Trade Register, the administrators shall draw up a report containing:

a) The description of the contribution.

b) The value of the contribution, the origin of that valuation and, where applicable, the method followed to determine it.

If the contribution has consisted of securities traded on the official secondary market or of the regulated market in question or on money market instruments, the report shall be joined to the report by the rectoring society.

(c) A statement specifying whether the value obtained corresponds, at least, to the number and the nominal value and, where applicable, the issue premium for the shares issued as a counterpart.

d) A statement indicating that no new circumstances have appeared that may affect the initial valuation.

Article 71. Advertising the reports.

1. An authenticated copy of the expert's report or, where appropriate, the report of the administrators shall be deposited in the Trade Register within a maximum of one month from the effective date of the contribution.

2. The report of the expert or, where appropriate, the report of the administrators, shall be incorporated as an annex to the articles of association of the company or to the writing of the increase in the share capital.

Article 72. Onerous acquisitions.

1. Acquisitions of goods for consideration by an anonymous company from the grant of the writing of a constitution or from the transformation in this social type and up to two years of its registration in the Commercial Register shall be approved by the general meeting of shareholders if the amount of those exceeds one-tenth of the share capital.

2. A report prepared by the administrators to justify the acquisition, as well as the one required in this chapter for the valuation of non-cash contributions, shall be made available to the shareholders with the call of the shareholders. The provisions of the previous article shall apply.

3. The provisions of paragraphs prior to acquisitions included in the ordinary operations of the company or those which are to be verified on the official secondary market or at public auction shall not apply.

CHAPTER III

Responsibility for non-cash contributions

Section 1. No liability regime in limited liability companies

Article 73. Joint responsibility.

1. The founders, the people who will hold the status of partner at the time of the increase of capital and who acquire some participation paid by non-cash contributions, will respond in solidarity to the society and in the face of the social creditors of the reality of such contributions and of the value attributed to them in writing.

The responsibility of the founders will reach the people on whose behalf they have worked.

2. If the contribution has been made as a counter to an increase in the share capital, the partners who have entered into the act their opposition to the agreement or the valuation attributed to the contribution shall be exempt from this responsibility.

3. In the event of an increase in the share capital from non-cash contributions, in addition to the persons referred to in paragraph 1, the administrators shall also be jointly and severally liable for the difference between the valuation they have made and in real value of the contributions.

Article 74. Legitimization for the exercise of the action of responsibility.

1. The liability action shall be exercised by the administrators or the liquidators of the company. The prior agreement of the company shall not be necessary for the exercise of the action.

2. The liability action may also be exercised by any partner who has voted against the agreement as long as it represents at least five per cent of the share capital and any creditor in the event of insolvency. of the society.

Article 75. Prescription of the action.

The liability to the company and to the social creditors referred to in this section shall be limited to five years from the time the contribution was made.

Article 76. Exclusion from the statutory liability regime.

Partners whose non-cash contributions are subject to an expert assessment as intended for public limited liability companies are excluded from the joint liability referred to in the preceding articles.

Section 2. No liability regime in public limited liability companies

Article 77. Joint responsibility.

The founders will respond in solidarity to the society, the shareholders and the third parties of the reality of the social contributions and the valuation of the non-cash.

The responsibility of the founders will reach the people on whose behalf they have worked.

CHAPTER IV

Disbursement

Section 1. General Rules

Article 78. The disbursement of the nominal value of the social units.

The social stakes in which the capital of the limited liability company is divided must be fully assumed by the partners, and in full the nominal value of each of them at the time of grant the writing of the constitution of the company or the execution of the increase of the social capital.

Article 79. The minimum disbursement of the nominal value of the shares.

The shares in which the capital of the public limited liability company is divided must be fully subscribed by the members and paid up, at least, by one quarter of the nominal value of each of them at the time of granting the writing of the constitution of the company or implementing the increase in social capital.

Article 80. Non-cash contributions deferred.

1. In the case of partial disbursement of the shares subscribed, the deed shall express whether the future disbursements shall be made in cash or in new non-cash contributions. In the latter case, the nature, value and content, the form and the procedure of making them shall be determined in writing, with the express mention of the time limit for their disbursement.

2. The time limit for disbursement from non-cash contributions may not exceed five years from the date of the formation of the company or from the increase in the share capital.

3. The report of the expert or, where appropriate, the report of the administrators shall be incorporated as annexed to the deed in which the deferred disbursements are made.

Section 2. Unspent disbursements

Article 81. The outstanding disbursements.

1. In public limited liability companies, the shareholder must provide the company with the share of capital that would have been outstanding in the form and within the time limit laid down by the social statutes.

2. The requirement for payment of outstanding disbursements shall be notified to those affected or announced in the Official Gazette of the Trade Register. Between the date of dispatch of the communication or the date of the notice and the date of payment shall be at least one month.

Article 82. Shareholder's arrears.

The shareholder is in arrears after the deadline set by the social statutes for the payment of the undisbursed portion of capital or the one agreed or decided by the directors of the company, according to the set in the previous article.

Article 83. Effects of the default.

1. The shareholder who is in arrears in the payment of outstanding disbursements may not exercise the right to vote. The amount of their shares shall be deducted from the share capital for the quorum count.

2. Nor shall the delinquent partner be entitled to receive dividends or the preferential subscription of new shares or convertible debentures.

Once the amount of the outstanding disbursements together with the interest due may be paid, the shareholder may claim the payment of the unprescribed dividends, but may not claim the preferential subscription, if the time limit for his/her exercise has already elapsed.

Article 84. Reintegration of society.

1. Where the shareholder is in arrears, the company may, depending on the circumstances and the nature of the contribution not made, claim that the obligation to pay is fulfilled, with the payment of the legal interest and the damage caused. for late payment or to dispose of shares for the account and risk of the delinquent partner.

2. Where the shares are sold, the disposal shall be verified by means of an official secondary market member in which they are admitted to trading, or by means of a public purse in another case, and shall carry, if proceeds, the replacement of the originating title by a duplicate.

If the sale cannot be carried out, the action will be amortized, with the consequent reduction of the capital, leaving to the benefit of the society the amounts already disbursed.

Article 85. Responsibility for the transmission of unreleased shares.

1. The acquirer of unreleased action is in solidarity with all the transmitters who precede it, and at the discretion of the directors of the company, of the payment of the undisbursed part.

2. The responsibility of the transmitters will last three years, counted from the date of the respective transmission. Any covenant contrary to the solidarity responsibility thus determined will be null.

3. The acquirer who pays may claim the full amount of the payment from the subsequent acquirers.

CHAPTER V

Ancillary capabilities

Article 86. Statutory character.

1. In the statutes of the capital companies, ancillary services other than contributions may be established, expressing their specific and specific content and whether they are to be carried out free of charge or by payment, as well as any criminal clauses inherent in their non-compliance.

2. In no case shall ancillary services be able to integrate social capital.

3. The statutes may be binding on all or some of the partners or to bind the obligation to perform the ancillary services to the ownership of one or more social units or shares in particular determined.

Article 87. Ancillary benefits paid.

1. In the event that the ancillary services are remunerated, the statutes shall determine the compensation to be received by the partners who make them.

2. The amount of the remuneration shall in no case exceed the value corresponding to the benefit.

Article 88. Transfer of shares or shares with ancillary services.

1. The authorisation of the company shall be necessary for the voluntary transmission by means of live acts of any participation or action belonging to a partner personally obliged to perform ancillary services and for the transmission of such services. specific social units or shares bearing the related obligation.

2. Unless otherwise provided in the statutes, the authorization shall be the responsibility of the general meeting in the limited liability companies; and, in the limited liability companies, of the administrators.

In any event, after the two-month period from which the application for authorisation has been submitted without the company having replied to it, the authorisation shall be deemed to have been granted.

Article 89. Amendment of the obligation to perform ancillary services.

1. The creation, modification and early termination of the obligation to perform ancillary services shall be agreed with the requirements laid down for the amendment of the statutes and shall also require the individual consent of the required.

2. Unless otherwise provided in the statutes, the status of a member shall not be lost due to the failure to perform the ancillary services for involuntary reasons.

TITLE IV

Social participations and actions

CHAPTER I

General provisions

Article 90. Social participations and actions.

Social shareholdings in the limited liability company and shares in the public limited liability company are indivisible and cumulative shares of the share capital.

Article 91. Attribution of the partner condition.

Each social participation and each action confer on its rightful owner the status of partner and attribute to it the rights recognized in this law and in the statutes.

Article 92. The action as the furniture value.

1. The shares may be represented by means of securities or by means of annotations taken into account. In one case they shall have the consideration of transferable securities.

2. Social contributions may not be represented by securities or notes in the accounts, nor shall they be called shares, and in no case shall they have the character of securities.

CHAPTER II

The rights of the partner

Section 1. Partner Rights

Article 93. Rights of the partner.

In the terms set forth in this law, except as provided for in this law, the partner shall have at least the following rights:

(a) to participate in the distribution of social gains and assets resulting from liquidation.

(b) The preferred assumption in the creation of new shares or the preferred subscription in the issuance of new shares or convertible bonds in shares.

c) To attend and vote in general meetings and to contest social agreements.

d) The information.

Article 94. Diversity of rights.

1. Social interests and actions attribute to the partners the same rights, with the exceptions established under the law.

Social shares and shares can grant different rights. Actions that have the same content of rights constitute the same kind of action. Where several series are in one class, all of which are integrated in a series must have equal nominal value.

2. For the creation of social participations and the issuance of shares conferring some privilege on the ordinary, the formalities prescribed for the modification of the statutes must be observed.

Article 95. Privilege in the sharing of social gains.

1. Where the privilege consists of the right to obtain a preferential dividend, the other social units or shares may not receive dividends from the profits until the privileged dividend has been satisfied. for the exercise.

2. The company, unless otherwise provided by its statutes, will be required to agree on the distribution of that dividend if distributable profits exist.

3. The statutes shall establish the consequences of the total or partial non-payment of the preferred dividend, if the dividend is cumulative in relation to the unsatisfied dividends, as well as the possible rights of the holders of the such shares or shares of interest in relation to dividends which may be the same as other dividends.

Article 96. Prohibitions on privilege matters.

1. The creation of social units or the issue of shares with the right to receive an interest, whatever the form of their determination, is not valid.

2. No actions may be issued that directly or indirectly alter the proportionality between the nominal value and the right to vote or the right of preference.

3. No social participations may be created which, directly or indirectly, alter the proportionality between the nominal value and the right of preference.

Article 97. Equal treatment.

The company must give equal treatment to the partners who are in identical conditions.

Section 2. Social Participations and Non-Vote Actions

Article 98. Creation or issuance.

Limited liability companies may create social units without the right to vote for a nominal amount not exceeding half of the capital and public limited liability companies may issue shares without the right to vote for a a nominal amount not exceeding half of the paid-up share capital.

Article 99. Preferred dividend.

1. Holders of social holdings and shares without a vote shall be entitled to receive the minimum fixed or variable annual dividend, which shall lay down the social statutes. Once the minimum dividend has been agreed, its holders shall be entitled to the same dividend corresponding to the social holdings or the ordinary shares.

2. With distributable profits, the company is obliged to agree on the distribution of the minimum dividend referred to in the previous paragraph.

3. In the absence of distributable profits or not in sufficient quantity, the part of the minimum unpaid dividend shall be satisfied within the following five financial years. As long as the minimum dividend is not satisfied, the silent partnership and shares shall have this right on an equal footing as ordinary shares and, in any event, retaining their economic advantages.

Article 100. Privilege in case of reduction of capital by losses.

1. Social contributions and silent actions will not be affected by the reduction of the share capital by losses, whatever the way it is carried out, but when the reduction exceeds the nominal value of the remaining ones. If, as a result of the reduction, the nominal value of the shares or shares without a vote exceeds half of the share capital of the limited liability company or of the paid-up on the anonymous stock, it shall be re-established. that proportion within the maximum period of two years. Otherwise, the dissolution of the company will proceed.

2. Where, by virtue of the reduction in capital, all social holdings or all ordinary shares are amortised, the non-voting shares shall have this right until the legally provided proportion of the shares is restored.

Article 101. Privilege on the settlement fee.

In the case of the liquidation of the company, the social participations without a vote shall confer on its holder the right to obtain the reimbursement of its value before any amount is distributed to the remaining ones. In public limited liability companies the privilege will be to repay the paid-up value of the shares without a vote.

Article 102. Other rights.

1. The other rights of ordinary persons shall be attributed to the other rights of the ordinary by the social contributions and the silent actions, except as provided for in the preceding articles.

2. The silent actions shall not be grouped for the purposes of the designation of members of the Board of Directors by the proportional representation system. The nominal value of these shares shall not be taken into account for the purpose of exercising that right by the remaining shareholders.

3. The silent partnership contributions shall be subject to the statutory rules and legal provisions on transmission and right of preference.

Article 103. Lesbian statutory modifications.

Any statutory modification that directly or indirectly damages the rights of the social units or shares without a vote shall require the agreement of the majority of the social units or of the shares without a vote affected.

CHAPTER III

From the Book of Partners book and the regime for the transmission of shareholdings in limited liability companies

Section 1. The Partner Log book

Article 104. Partner book book.

1. The limited company shall keep a Book of Partners, which shall include the original ownership and the successive, voluntary or forced transmissions of the social units, as well as the constitution of rights and other rights. levies on the same.

2. The company shall only repudiate a partner to whom it is registered in that book.

3. Each annotation shall indicate the identity and address of the holder of the participation or of the right or charge constituted on that person.

4. The company may only rectify the contents of the Book Register if the persons concerned have not objected to the rectification within one month of the actual notification of the purpose of proceeding.

The personal data of the partners may be modified to their instance, not having as much effect in relation to the society.

Article 105. Examination and certification.

1. Any partner may examine the Book of Partners, which it takes into custody and whose custody corresponds to the administrative body.

2. The partner and the holders of real rights or charges on the social interests, have the right to obtain certification of the shares, rights or charges registered in their name.

Section 2. The transmission of the shareholdings

Article 106. Documentation of the transmissions.

1. The transmission of the social units, as well as the incorporation of the actual right of pledge on them, must be stated in public document.

The constitution of real rights other than that referred to in the previous paragraph on social participation must be stated in public deed.

2. The acquirer of the social interests may exercise the rights of the partner in relation to the company since the latter is aware of the transmission or constitution of the charge.

Article 107. Regime of voluntary transmission by means of live acts.

1. Save as otherwise provided in the statutes, the voluntary transfer of holdings by inter-company acts shall be free of charge, as well as the transfer of shares in favour of the spouse, parent or descendant of the partner or in favour of companies belonging to the same group as the transmitte. In other cases, the transmission is subject to the rules and limitations laid down by the statutes and, failing that, those laid down in this law.

2. In the absence of statutory regulation, the voluntary transmission of social participation by inter-living acts shall be governed by the following rules:

(a) The partner who proposes to transmit his participation or interests must communicate it in writing to the administrators, stating the number and characteristics of the units he intends to transmit, the identity of the acquirer and the price and other conditions of the transmission.

(b) The transmission shall be subject to the consent of the company, which shall be expressed by agreement of the General Meeting, upon the inclusion of the matter on the agenda, adopted by the ordinary majority established by law.

(c) The company may refuse consent only if it communicates to the transferor, through a notarial conduit, the identity of one or more partners or third parties who acquire all the shares. No communication shall be necessary on the transmission if it has been made to the general meeting where the agreements were adopted. The concurrent partners to the general meeting will have preference for the acquisition. If several concurrent partners are interested in acquiring, the stakes will be distributed among all of them in proportion to their share in the share capital.

Where it is not possible to communicate the identity of one or more of the acquiring partners or third parties of the shares, the general meeting may agree that it is the company itself that acquires the shares that no partner or third party accepted by the Board wishes to acquire, in accordance with Article 140.

(d) The price of the shares, the form of payment and the other terms of the transaction shall be those agreed and communicated to the company by the transferring partner. If the payment of the whole or part of the price is deferred in the transmission project, for the acquisition of the units it will be a prerequisite for a credit institution to guarantee the payment of the deferred price.

In cases where the intended transmission is for consideration other than the sale or free of charge, the purchase price shall be fixed by common agreement between the parties and, failing that, the fair value of the participation on the day when the purpose of broadcasting was communicated to the company. A fair value shall be deemed to be determined by an auditor, other than the company's auditor, designated for that purpose by the company's administrators.

In the case of a contribution to a public limited liability company or a share of shares, the actual value of the shares shall be the value of the report drawn up by the independent expert appointed by the commercial registrar.

(e) The public transmission document shall be granted within one month from the date of the communication by the company of the identity of the acquirer or acquirer.

(f) The partner may transmit the shares in the conditions communicated to the company, when three months have elapsed since the company has made known its purpose of transmitting without the company have communicated the identity of the acquirer or acquirer.

3. In the statutes, the auditor of the company's accounts shall not be entitled to determine the value to be determined for the purposes of its transmission.

Article 108. Prohibited statutory clauses.

1. The statutory clauses which make the voluntary transmission of the social units virtually free by inter-living acts shall be null and void.

2. The statutory clauses for which the partner offering all or part of his/her units is obliged to transmit a different number than those offered shall be null and void.

3. Only clauses that prohibit the voluntary transmission of social participation by live acts shall be valid, if the statutes recognise the partner the right to separate from the company at any time. The incorporation of these clauses into the social statutes will require the consent of all partners.

4. By way of derogation from the above paragraph, the statutes may prevent the voluntary transmission of holdings by means of live acts, or the exercise of the right of separation, for a period of not more than five years. to be counted from the constitution of the company, or for the shares arising from an increase in capital, from the grant of the public deed of its execution.

Article 109. Regime of the forced transmission.

1. The attachment of social interests, in any award procedure, shall be notified immediately to the company by the judge or administrative authority which has decreed it, stating the identity of the board member and the Embargoed shares. The company will make the embargo annotation in the Book of Partners Book, immediately referring to all the partners copies of the notification received.

2. The auction or, in the case of any other form of legally-planned forced disposal, at the time before the award, will be suspended for the approval of the auction and the award of the social participations. The judge or the administrative authority shall forward to the company verbatim testimony of the auction record or the award agreement and, where appropriate, of the award requested by the creditor. The company shall send a copy of the testimony to all the partners within a maximum of five days of receipt of the testimony.

3. The auction or the award to the creditor shall be final one month after the date of receipt by the company of the testimony referred to in the preceding paragraph. As long as they do not acquire firmness, the partners and, failing that, and only in the event that the statutes establish in their favour the right of preferential acquisition, the company, may be subrogated instead of the remaking or, where appropriate, the creditor, by means of the express acceptance of all the conditions of the auction and the full consignation of the amount of the auction or, where appropriate, the award to the creditor and all costs incurred. If the subrogation is exercised by several partners, the shares shall be distributed to each other in proportion to their respective social partners.

Article 110. Regime of transmission mortis causes.

1. The acquisition of some social participation by hereditary succession confers on the heir or legatee the status of a partner.

2. By way of derogation from the above paragraph, the statutes may provide for the surviving partners and, failing that, in favour of the company, a right of acquisition of the shares of the deceased partner, valued at the value of the (a) the date of the death of the partner, the price of which shall be paid in cash. The valuation shall be governed by the provisions of this law for the cases of separation of partners and the right of acquisition shall be exercised within the maximum period of three months from the communication to the hereditary acquisition company.

Article 111. General scheme of transmissions.

The regime of the transfer of the social units will be the one in force on the date on which the partner would have communicated to the company the purpose of transmitting or, where appropriate, the date of death of the partner or of the judicial or administrative adjudication.

Article 112. Ineffectiveness of transmissions with violation of law or statutes.

Transmissions of social interests that do not comply with the provisions of the law or, where applicable, the provisions of the statutes shall not have any effect on society.

CHAPTER IV

The representation and transmission of actions

Section 1. Action Representation

Subsection 1. th Representation by titles

Article 113. Representation by titles.

1. Shares represented by securities may be nominative or bearer, but shall necessarily be the nominative form until their amount has been fully paid out, where their transmissibility is subject to restrictions, where they are accompanied by ancillary services or where special provisions so require.

2. Where the shares are to be represented by securities, the shareholder shall be entitled to receive the shares, free of charge.

Article 114. Title of the action.

1. The titles, whatever their class, shall be numbered, shall be extended in books, may incorporate one or more shares in the same series and contain at least the following particulars:

(a) The name and address of the company, the data identifier of its registration in the Mercantile Register and the tax identification number.

b) The nominal value of the action, its number, the series to which it belongs and, in the case of its privileged, the special rights it grants.

c) Your status as a nominee or carrier.

d) Restrictions on their free transmissibility, when they have been established.

e) The paid-up sum or the indication of the fully released action.

(f) The ancillary services, in the event that they are carried out.

g) The subscription of one or more administrators, which can be done through the mechanical reproduction of the signature. In this case, a notarial act will be extended, which establishes the identity of the mechanically reproduced signatures with which they are printed in the presence of the notary. The minutes must be entered in the Register before the titles are put into circulation.

2. In the case of silent actions, this circumstance shall be marked prominently in the title.

Article 115. Provisional guards.

1. The provisional securities of the shares will necessarily be nominative.

2. The provisions of Articles 114, 116 and 122 shall, as soon as they apply, be observed for provisional safeguards.

Article 116. Book-registration of nominative actions.

1. The following shall be registered in a book-register which shall bear the company, in which the successive transfers of the shares shall be entered, with the expression of the name, name, reason or social name, where applicable, nationality and address of successive headlines, as well as the constitution of real rights and other levies on those.

2. The company shall only repudiate a shareholder who is registered in that book.

3. Any shareholder who requests it will be able to examine the book of nominative actions.

4. The company may only rectify any false or inaccurate entries when it has notified the persons concerned of its intention to proceed in that regard and they have not expressed their opposition within 30 days of the date of the notification.

5. While the titles of the registered shares have not been printed and delivered, the shareholder has the right to obtain certification from those registered in his name.

Article 117. Replacing titles.

1. Where the replacement of shares in shares or other securities issued by the company is to be replaced, the company may cancel them if they have not been submitted for exchange within the time limit published for the purpose in the Official Journal of the European Communities. Mercantil register and in one of the most circulation newspapers in the province where the company has its registered office. That period may not be less than one month.

2. The cancelled titles shall be replaced by others whose issuance shall also be announced in the Official Gazette of the Trade Register and in the journal in which the notice of the exchange was published.

If the titles are nominative, they shall be delivered or referred to the person to whose name they appear or to their heirs, upon justification of their right.

If that could not be found or if the titles were the bearer, they will be deposited on behalf of who justifies their ownership.

3. After three years from the day of the deposit, the securities issued in lieu of the cancellation may be sold by the company for the account and risk of the persons concerned and through a member of the stock exchange, if they are admitted to trading on the stock market, or with notary intervention if they were not.

The liquid amount of the sale of the securities will be deposited at the disposal of the interested parties in the Banco de España or the General Deposit Box.

Subsection 2. th Representation by annotations in account

Article 118. Representation by annotations in account.

1. The actions represented by means of account entries shall be governed by the provisions of the securities market regulatory framework.

2. This mode of representation of the shares may also be taken in the cases of mandatory nominativity provided for in Article 113.

In this case, where the shares have not been fully disbursed, or where ancillary services are provided, such circumstances shall be reported in the statement of account.

3. Institutions which, in accordance with the securities market rules, have to keep the records of the securities represented by means of accounts are obliged to communicate to the issuing company the data necessary for the identification of its shareholders.

Article 119. Modifying the annotations in account.

The modification of the characteristics of the shares represented by means of account entries shall be made public once it has been formalized in accordance with the provisions of this law and the regulatory provisions of the Securities market, in the Official Gazette of the Commercial Register and in one of the most circulation newspapers in the province where the company has its registered office.

Section 2. Actions Transmission

Article 120. Transmission of actions.

1. As long as the securities have not been printed and delivered, the transfer of shares shall proceed in accordance with the rules on the transfer of credit and other rights.

Dealing with nominative actions, administrators, once the transmission is accredited, will immediately enroll them in the book-registration of nominative actions.

2. Once the shares have been printed and delivered, the transmission of the shares to the bearer shall be subject to the provisions of Article 545 of the Trade Code.

Nominative actions may also be transmitted by endorsement, in which case they shall apply, in so far as they are compatible with the nature of the title, Articles 15, 16, 19 and 20 of the Law of Change and of the Chéque. The transmission shall be accredited in front of the company by means of the exhibition of the title. The administrators, after checking the regularity of the chain of endorsements, will register the transmission in the book-registration of nominative actions.

Article 121. Constitution of limited real rights over shares.

1. The constitution of limited real rights on the actions shall proceed in accordance with the provisions of the common law.

2. In the case of nominative shares, the incorporation of real rights may be effected by means of endorsements accompanied, as the case may be, by the value clause in guarantee or value in usufruct or any other equivalent.

Enrollment in the book-record of nominee actions will take place in accordance with the requirements for the transmission in the previous article.

In the event that the titles on which his or her right falls have not been printed and delivered, the creditor and the user shall have the right to obtain from the company a certificate of the registration of their right in the book-registration of nominative shares.

Article 122. Shareholder legitimization.

Once the titles are printed and delivered, the exhibition of the same or, where applicable, the certificate of proof of their deposit in an authorized entity shall be precise for the exercise of the rights of the shareholder. In the case of nominative actions, the exhibition will only be accurate to obtain the corresponding registration in the book-registration of nominative actions.

Article 123. Restrictions on free transmissibility.

1. Only restrictions or restrictions on the free transmissibility of shares shall be valid in respect of the company when they are placed on nominative shares and are expressly imposed by the statutes.

When limitations are established through statutory modification, the affected shareholders who have not voted in favour of such an agreement shall not be subject to it for a period of three months from the date of publication. to the agreement in the Official Gazette of the Commercial Register.

2. The statutory clauses which render the action practically untransmittable shall be null and void.

3. The transmissibility of the shares may only be conditional upon the company's prior authorisation when the statutes mention the reasons for refusing it.

Unless otherwise prescribed by the statutes, the authorization shall be granted or refused by the directors of the company.

In any event, after the two-month period from which the application for authorisation was submitted without the company having replied to it, the authorisation shall be deemed to have been granted.

Article 124. Transmissions mortis causes.

1. The statutory restrictions on the transmissibility of the shares shall only apply to the acquisition by reason of death when expressly established by the statutes.

2. In this case, in order to reject the registration of the transfer in the book of nominative shares, the company must present to the heir an acquirer of the shares or offer to acquire them itself for its fair value in the the time when the registration was requested, in accordance with the provisions for the derivative acquisition of own shares in Article 146.

It shall be understood as a fair value to be determined by an auditor, other than the company's auditor, who, at the request of any interested party, appoints the directors of the company to that effect.

Article 125. Forced transmissions.

The provisions of the foregoing Article shall apply where the acquisition of the shares has occurred as a result of a judicial or administrative procedure of enforcement.

CHAPTER V

Co-ownership and real rights over social interests or shares

Article 126. Co-ownership of equity or share holdings.

In case of co-ownership over one or more units or shares, the co-owners will have to designate a single person for the exercise of the rights of the partner, and they will respond in solidarity to the society of how many obligations are derived from this condition. The same rule shall apply to the other claims of co-ownership of rights over shares or shares.

Article 127. Usufruct of social or equity participations.

1. In case of usufruct of participations or actions the quality of the partner resides in the owner knot, but the usufructuario will have right in any case to the dividends agreed by the society during the usufruct. Save as otherwise provided in the statutes, the other rights of the member shall be exercised by the owner.

The user is obliged to provide the owner with the exercise of these rights.

2. In the relations between the user and the owner's knot, he shall determine the title constitutive of the usufruct and, failing that, the provisions of this law and, in addition, the provisions of the Civil Code.

Article 128. Usufruct clearance rules.

1. After the usufruct, the usufruct will be able to demand from the owner knot the increment of value experienced by the participations or usufructuadas shares corresponding to the own benefits of the exploitation of the integrated society the usufruct in the express reserves which appear on the balance sheet of the company, whichever is the nature or denomination thereof.

2. Dissolved the company during the usufruct, the usufructuario may demand from the owner's knot a part of the settlement fee equivalent to the increase in value of the participations or usufructuadas shares previewed in the previous section. The usufruct shall be extended to the remainder of the settlement fee.

3. If the parties do not agree on the amount to be paid in the cases provided for in the two preceding paragraphs, the latter shall be fixed, at the request of either of them and at the expense of both, by an auditor, other than the auditor of the company, which designates the Commercial Register for that purpose.

4. The title constituting the usufruct of participations may have settlement rules other than those provided for in this Article.

Article 129. Usufruct and preference rights.

1. In the case of an increase in the capital of the company, if the owner-knot has not exercised or has exercised the right to take ownership or a preferential subscription ten days before the expiry of the period laid down for its financial year, the usufrüctuario to proceed to the sale of the rights or to the assumption or subscription of the participations or shares.

2. When the rights of assumption or subscription are put in place, either by the proprietary knot or by the usufruct, the usufruct shall be extended to the amount obtained by the disposal.

3. Where new shares are assumed or new shares are subscribed, either by the owner-knot or by the usufruct, the usufruct shall be extended to holdings or shares whose disbursement could have been made with the total value of the rights used in the assumption or subscription, calculated by its theoretical value. The remainder of the shares taken or the shares subscribed shall be wholly owned by the person who has paid up the amount.

4. If during the usufruct the capital is increased by the profits or reserves constituted during the usufruct, the new units or shares shall correspond to the owner knot, but shall extend to them the usufruct.

5. The title constituting the usufruct of participations may lay down rules other than those provided for in the preceding paragraphs.

6. In the public limited company, the user will have the same rights in the cases of issuance of convertible bonds in shares of the company.

Article 130. Usufruct of unreleased shares.

1. When the usufruct recayere on shares not released totally, the owner knot will be the obliged vis-à-vis the society to effect the payment of the undisbursed part. The payment shall be entitled to require from the user, up to the amount of the fruits, the legal interest of the amount invested.

2. If this obligation has not been fulfilled five days before the deadline for making the payment, the user may do so, without prejudice to repeating against the owner's knot at the end of the usufruct.

Article 131. Payment of compensation.

1. The amounts to be paid pursuant to Article 128 may be paid either in cash or in units or shares of the same class as those which would have been subject to usufruct, calculating their value under the it corresponds to the final balance of the company which has been approved.

2. The same rule shall apply in respect of the quantities to be paid under Article 129, where the usufruct is of shares, and of Article 130. Where the usufruct falls on the holdings, the amounts to be paid by the nub owner to the cash-holder under Article 129 shall be paid in cash.

Article 132. Pledge of shares or shares.

1. Unless otherwise provided in the statutes, the owner shall exercise the rights of a member in the case of a pledge of shares or shares.

The creditor is obliged to facilitate the exercise of these rights.

2. In the event of the implementation of the pledge of interest, the rules laid down for the case of forced transmission by Article 109 shall apply.

3. In the public limited liability company, if the owner fails to pay the outstanding amount, the creditor may, in case of this obligation, comply with this obligation or proceed with the performance of the pledge.

Article 133. Attachment of shares or shares.

In the case of a share or equity embargo, the provisions contained in the previous article shall be observed provided that they are compatible with the specific embargo regime.

CHAPTER VI

Businesses on their own holdings and shares

Section 1. First Original Acquisition

Article 134. Prohibition.

In no case will capital companies be able to assume or subscribe to their own shares or shares or those created or issued by their dominant company.

Article 135. Acquisition by the limited liability company.

The acquisition by the company of limited liability for own shares or shares in the dominant company shall be void in full.

Article 136. Acquisition by the public limited liability company.

1. The subscribed shares infringing the prohibition of Article 134 shall be the property of the anonymous subscriber company.

2. In the case of subscription of own shares, the obligation to pay up falls jointly and severally on the founding partners or the promoters and, in the event of an increase in social capital, on the administrators.

3. In the case of the assumption of shares in the company or shares in the dominant company, the obligation to pay up falls jointly and severally on the managers of the acquiring company and those of the dominant company.

Article 137. Acquisition made by person in question.

1. In the event that the assumption or subscription has been made by person, the founders and, where appropriate, the administrators shall respond jointly and severally to the disbursement of the shares taken or the shares subscribed.

2. The same responsibility will reach the promoters of the public limited company.

Article 138. Disclaimer.

They will be exempt from the liability provided for in the two previous articles who show that they have not been guilty.

Article 139. Consequences of the infringement.

1. The shares and shares acquired by a public limited liability company in contravention of the provisions of Article 134 shall be entered within the maximum period of one year from the date of the first acquisition.

2. After this period without the disposal of the company, the administrators shall immediately convene a general meeting to agree on the depreciation of own shares with the consequent reduction of the share capital.

3. In the event that the company has not reduced the share capital within two months of the end of the period for the disposal, any interested party may request the reduction of the capital to the judge of the commercial of the place of the registered office. Administrators are required to apply for the judicial reduction of social capital when the board's agreement would have been contrary to that reduction or could not be achieved.

4. The social units or shares of the dominant company shall be judicially disposed of at the request of an interested party.

Section 2. Derived Acquisition

Subsection 1. Derived Acquisition performed by limited liability company

Article 140. Derived acquisitions allowed.

1. The limited liability company may only acquire its own shares, or shares or shares of its dominant company in the following cases:

(a) When they are part of a patrimony acquired on a universal basis, or are acquired for free or as a result of a judicial award to satisfy a company's credit against the owner of the same.

(b) Where the equity shares are acquired in execution of a capital reduction agreement adopted by the general meeting.

(c) Where the equity shares are acquired in the case provided for in Article 109.3.

(d) Where the acquisition has been authorised by the general meeting, it is carried out on the basis of a profit or reserve of free disposition and is the subject of the interests of a separate or excluded member of the company; they are acquired as a result of the application of a restrictive clause of the transmission of the same, or units transmitted mortis causa.

2. Acquisitions made outside of these cases will be null and void.

Article 141. Depreciation or disposal.

1. The own shares acquired by the limited liability company must be amortised or disposed of, in accordance with the statutory and statutory transmission arrangements, within three years. The disposal may not be made at a price below the fair value of the shares, fixed in accordance with this law for the separation of partners. Where the acquisition does not involve the return of contributions to the partners, the company shall provide a reserve for the amount of the nominal value of the amortised shares, which shall be unavailable until five years after the date of the acquisition. the publication of the reduction in the Official Gazette of the Trade Register, except that before the expiry of that period all the social debts incurred prior to the date on which the reduction was to be applied have been met third parties.

2. If the shares are not included within the time limit, the company shall immediately agree on its depreciation and the reduction of the capital. If the company omits these measures, any interested party may request its adoption by the judicial authority. The managers of the acquiring company are required to request the judicial adoption of these measures, where, for the circumstances that they were, the corresponding depreciation and capital reduction agreement cannot be achieved.

3. The shares or shares of the dominant company must be sold within a maximum of one year from the date of their acquisition. As long as they are not listed, the provisions of Article 148 shall apply.

Article 142. Arrangements for own shares and holdings or shares in the dominant company.

1. As long as they remain in the possession of the acquiring company, all rights relating to their own shares and to the shares or shares of the dominant company shall be suspended.

2. A reserve equivalent to the amount of the shares or shares acquired, computed on the asset, which shall be maintained as long as they are not listed, shall be established in the net worth of the balance sheet.

Article 143. Prohibited businesses to the limited liability company.

1. The limited liability company may not accept in a pledge or other form of guarantee its own shares or units or shares issued by the company of the group to which it belongs.

2. The limited liability company may not anticipate funds, grant loans or loans, provide collateral, or provide financial assistance for the acquisition of its own units or shares or shares issued by the company of the group to which the company belongs.

Subsection 2. Derived Acquisition by Anonymous Company

Article 144. Free acquisition assumptions.

The public limited liability company may acquire its own shares, or shares or shares of its dominant company, in the following cases:

(a) Where own shares are acquired in execution of a capital reduction agreement adopted by the general meeting of the company.

(b) Where the shares or shares are part of an equity acquired on a universal basis.

(c) Where the shares or shares that are fully released are acquired for free.

(d) Where the shares or shares in full release are acquired as a result of a judicial award to satisfy a company's credit against its owner.

Article 145. Obligation to dispose.

1. The shares or shares acquired in accordance with points (b) and (c) of the preceding Article shall be entered within a maximum of three years from the date of acquisition unless they had previously been amortised. by reducing the share capital or, in addition to those already held by the acquiring company and its subsidiaries and, where appropriate, the dominant company and its subsidiaries, do not exceed 20% of the share capital.

2. After the period referred to in the preceding paragraph has not taken place, the period referred to in Article 139 (2) and (3) shall apply.

Article 146. Conditional derivative acquisitions.

1. The public limited liability company may also acquire its own shares and the shares created or shares issued by its dominant company, where the following conditions are met:

(a) that the acquisition has been authorized by agreement of the general meeting, which shall establish the modalities of the acquisition, the maximum number of units or shares to be acquired, the minimum and maximum value where the acquisition is onerous, and the duration of the authorisation, which may not exceed five years.

When the acquisition is subject to shares or shares of the dominant company, the authorisation shall also be carried out by the general meeting of that company.

When the acquisition is intended for actions to be delivered directly to the employees or administrators of the company, or as a result of the exercise of option rights to make those workers, the the agreement of the board shall express that the authorization is granted for this purpose.

(b) that the acquisition, including shares which the company or person acting in its own name but on behalf of that company had previously acquired and held in portfolio, does not have the effect of the net worth is less than the amount of social capital plus statutory or statutory reserves unavailable.

For these purposes, the amount to be qualified as such in accordance with the criteria for drawing up the annual accounts, which has been undermined in the amount of the profits directly attributed to it, shall be deemed to be a net worth. increased by the amount of the subscribed capital not required, as well as in the amount of the nominal and the premiums for the issuance of the subscribed capital which is contably registered as a liability.

2. The nominal value of the shares acquired directly or indirectly, in addition to those already held by the acquiring company and its subsidiaries, and, where applicable, the parent company and its subsidiaries, shall not exceed 20%.

3. Managers shall in particular control that, at the time of any authorised acquisition, the conditions laid down in this Article are respected.

4. The acquisition by the company of partially disbursed own shares shall be void unless the acquisition is free of charge, and the obligation to make ancillary services is provided for.

Article 147. Consequences of the infringement.

It shall apply as set out in Article 139 to derivative acquisitions made by the public limited liability company in contravention of the provisions of the previous article.

Article 148. Arrangements for own shares and shares or shares of the dominant company.

When a company has acquired its own shares or shares or shares of its dominant company, the following rules apply:

(a) The exercise of the right to vote and of the other political rights incorporated in the shares of their own and the shares or shares of the dominant company shall be suspended.

The economic rights inherent in own shares, with the exception of the right to free allocation of new shares, will be attributed proportionally to the rest of the shares.

(b) Own shares shall be computed in the capital for the purposes of calculating the quotas required for the establishment and adoption of agreements on the board.

(c) An unavailable reserve equivalent to the amount of the shares or shares of the dominant company computed on the asset shall be established in the net worth. This reserve shall be maintained as long as the units or shares are not listed.

(d) The management report of the acquiring company and, where appropriate, that of the parent company, shall mention at least:

1. The reasons for the acquisitions and enajenations performed during the exercise.

2. º The number and the nominal value of the shares or shares acquired and sold during the financial year and the share of the share capital they represent.

3. In case of acquisition or disposal for consideration, consideration for the shares or shares.

4. º The number and the nominal value of the total shares or shares acquired and held in portfolio by the company itself or by person in question and the share of the share capital they represent.

Section 3. Acceptance of collateral and financial assistance in the public limited liability company

Article 149. Acceptance as a guarantee of own shares and shares or shares of the dominant company.

1. The public limited liability company may only accept on a pledge or other form of security its own shares or the shares created or shares issued by the dominant company within the limits and with the same requirements as those applicable to the company. acquisition of the same.

2. The provisions of the preceding paragraph shall not apply to transactions in the field of the ordinary activities of banks and other credit institutions. Such operations, however, shall comply with the requirement referred to in the third standard of the previous article.

3. The provisions of the foregoing Article shall apply, as soon as it is compatible, to the shares or shares held in respect of a pledge or other form of security.

Article 150. Financial assistance for the acquisition of own shares and holdings or shares of the dominant company.

1. The public limited liability company may not anticipate funds, grant loans, provide guarantees or provide any financial assistance for the acquisition of its shares or shares or shares in its parent company by a third party.

2. The prohibition laid down in the preceding paragraph shall not apply to businesses aimed at making it easier for the staff of the company to acquire the shares of the company itself or shares or shares of any other company belonging to the same group.

3. The prohibition laid down in the first paragraph shall not apply to operations carried out by banks and other credit institutions in the field of ordinary operations of their social object which are covered by goods free of charge. society.

In the net worth of the balance sheet, the company shall establish a reserve equivalent to the amount of the credits entered into the asset.

Section 4

Article 151. Reciprocal participations.

No reciprocal shareholdings may be established in excess of 10% of the capital figure of the participating companies. The prohibition shall also affect the circular shares constituted by subsidiary companies.

Article 152. Consequences of the infringement.

1. The breach of the provisions of the foregoing Article shall determine the obligation of the company to which it receives the notification referred to in Article 155, to reduce its participation in the capital of the other company to 10%.

If both companies receive such notification at the same time, the obligation to reduce will be borne by the two, unless they reach an agreement so that the reduction will be effected only by one of them.

2. The reduction referred to in the preceding paragraph shall be carried out within a maximum of one year from the date of the notification, while the voting right for the surplus shares shall be suspended.

The time limit for the reduction shall be three years for the shares acquired in any of the circumstances provided for in Article 144.

3. Failure to comply with the reduction obligation laid down in the preceding paragraphs shall determine the sale of the surplus shares on the basis of an interested party and the suspension of the rights corresponding to all the interests that the defaulting society holds in the other society.

Article 153. Reserve of reciprocal participations.

A reserve equivalent to the amount of reciprocal participations exceeding 10% of the capital computed on the asset shall be established in the net worth of the company required for the reduction.

Article 154. Exclusion from the reciprocal participation scheme.

The discipline contained in the three preceding articles shall not apply to the mutual interests established between a subsidiary company and its dominant company.

Article 155. Notification.

1. The company which, by itself or through a subsidiary company, will have more than ten percent of the capital of another company must notify it immediately, while the rights corresponding to its participations.

Such notification will be repeated for each of the successive acquisitions that exceed 5 percent of the capital.

2. The notifications provided for in the previous paragraph shall be made in the explanatory notes of the two companies.

Section 5. Common Provisions

Article 156. Person in question.

1. Any agreement between the company and another person under which the company is obliged or legitimized to celebrate in its own name but on behalf of any of the operations prohibited in this chapter shall be deemed to be void. society.

Businesses concluded by the person with third parties shall be construed as self-employed and shall have no effect on the company.

2. The undertakings entered into, where their conduct is not prohibited to the company, as well as the shares or shares of their own, or of the dominant company, on which such businesses fall, are subject to the provisions of this chapter.

Article 157. Sanctioning regime.

1. Failure to comply with the obligations or the infringement of the prohibitions laid down for public limited liability companies in Sections 1 and 3, as well as in Subsection 2 of Section 2 of this Chapter, shall be deemed to have been infringed.

The violation of the prohibitions established for limited liability companies in Section 1 and Subsection 1 of Section 2 of this Chapter shall be deemed to have been infringed.

2. Previous infringements shall be punishable by a fine of up to the nominal value of the shares taken or shares subscribed, acquired or accepted by the company or acquired by a third party with financial assistance or, where applicable, the non-enajedones or amortised. Failure to comply with the duty to dispose or write down shall be considered as an independent infringement.

For the graduation of the fine, the entity of the infringement will be treated, as well as the damages caused to the society, the partners of the same, and to third parties.

3. The directors of the offending company and, where appropriate, those of the dominant company which have been liable to commit the infringement shall be deemed to be responsible for the infringement. They shall be regarded as administrators not only members of the board of directors, but also managers or persons with the power of representation of the infringing company. Liability shall be required in accordance with the criteria laid down in Articles 225, 226, 236 and 237.

4. The infringements and penalties provided for in this Article shall be prescribed at three years ' time, in accordance with the provisions of Article 132 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and of the Common Administrative Procedure.

5. In the limited liability company, the infringements shall be sanctioned after instruction in the procedure by the Ministry of Economic Affairs and Finance, with a hearing of the persons concerned and in accordance with the Rules of Procedure for the exercise of the Sanctioning authority.

6. In the public limited liability company, the jurisdiction for the initiation, instruction and resolution of the sanctioning files resulting from the provisions of this chapter is attributed to the National Securities Market Commission. In the event that the sanctioning file recesses over the administrators of a credit institution or an insurance institution, or the administrators of an entity incorporated in a consolidated group of financial institutions subject to the the supervision of the Bank of Spain or the Directorate-General for Insurance, the National Securities Market Commission shall communicate to the aforementioned supervisory entities the opening of the file, which must also inform the institution prior to the resolution.

Article 158. Application to foreign companies.

The provisions of this chapter relating to transactions which are subject to shares or shares of the dominant company shall be applicable even if the company which makes them is not a Spanish nationality.

TITLE V

The general meeting

CHAPTER I

The general meeting

Article 159. General meeting.

1. The partners, meeting in general meeting, shall decide by the statutory or statutory majority, in the own affairs of the board's competence.

2. All partners, including dissidents and those who have not participated in the meeting, are subject to general meeting agreements.

CHAPTER II

Board Competition

Article 160. Board competence.

It is the general meeting's competence to deliberate and agree on the following matters:

a) The approval of the annual accounts, the application of the result and the approval of the social management.

(b) The appointment and separation of the administrators, the liquidators and, where appropriate, the auditors, as well as the exercise of the social action of liability against any of them.

c) The modification of the social statutes.

d) The increase and reduction of social capital.

e) The deletion or limitation of the preferential and preferential subscription right.

(f) The transformation, merger, division or global transfer of assets and liabilities and the transfer of domicile abroad.

g) The dissolution of society.

h) Approval of the final settlement balance.

i) Any other matters that determine the law or the statutes.

Article 161. General meeting on management matters.

Unless otherwise provided in the statutes, the general meeting of the limited liability company may instruct the administrative body or subject to authorization the adoption by that decision-making body or agreements on certain management matters, without prejudice to the provisions of Article 234.

Article 162. Granting of loans and guarantees to partners and administrators.

1. In the limited liability company, the general meeting may, by agreement for each case, anticipate funds, grant loans, provide guarantees and provide financial assistance to its partners and administrators.

2. The general meeting agreement shall not be required to carry out the above acts in favour of another company belonging to the same group.

CHAPTER III

Together classes

Article 163. Together classes.

The general meetings of capital companies may be ordinary or extraordinary.

Article 164. Ordinary board.

1. The ordinary general meeting, which has been previously convened for this purpose, shall necessarily meet within the first six months of each financial year, in order, where appropriate, to approve the social management, the accounts of the preceding financial year and to decide on the implementation of the result.

2. The ordinary general meeting shall be valid even if it has been convened or is held out of time.

Article 165. Extraordinary meeting.

Any board other than that provided for in the previous article shall be considered as an extraordinary general meeting.

CHAPTER IV

Call

Article 166. Competence to convene.

The general meeting shall be convened by the administrators and, where appropriate, by the liquidators of the company.

Article 167. Duty to convene.

Administrators shall convene the general meeting whenever they deem it necessary or appropriate for the social interests, and in any case, on the dates or periods that determine the law and the statutes.

Article 168. Request for a call by the minority.

Administrators shall convene the general meeting upon request by one or more partners representing at least five percent of the share capital, expressing in the application the matters to be dealt with.

In this case, the general meeting shall be convened for its conclusion within the month following the date on which the administrators have been required to hold the meeting, and must necessarily be included in the order. of the day the cases that would have been the subject of an application.

Article 169. Call for justice.

1. If the ordinary general meeting or the general meetings provided for in the statutes are not convened within the relevant statutory or statutory period, it may be, at the request of any partner, by the judge of the commercial of the registered office, and after hearing the administrators.

2. If the administrators do not attend the request for a general meeting of the minority, the call may be made by the judge of the business of the registered office, after hearing the administrators.

Article 170. Regime of the call for justice.

1. Where the meeting is called for judicial notice, the judge shall decide within a period of one month after the request has been made and, if it is agreed, he shall freely designate the chairman and the secretary of the board.

2. No recourse shall be made against the decision to which the call for a meeting of the Board is agreed.

3. The costs of the summons shall be taken into account by the company.

Article 171. Call in special cases.

In the event of death or termination of the single administrator, of all the solidarity managers, of any of the joint administrators, or of the majority of the members of the board of directors, without any alternates, any member may request from the court of the business of the registered office the general meeting for the appointment of the administrators.

In addition, any administrator remaining in the office may convene the general meeting with that sole object.

Article 172. Call complement.

1. In the public limited company, shareholders representing at least five percent of the share capital may request that a supplement be published to the convening of a general meeting of shareholders including one or more points in the order of the day. The exercise of this right must be made by means of a strong notification which must be received at the registered office within five days of the publication of the notice.

2. The complement to the call shall be published 15 days in advance at least to the date set for the meeting of the board.

The lack of publication of the supplement to the call within the legally fixed deadline will be the cause of the board's nullity.

Article 173. Form of the call.

1. The general meeting shall be convened by means of a notice published in the Official Gazette of the Trade Register and in one of the most circulation newspapers in the province in which the registered office is situated.

2. The statutes of limited liability companies may, in place of the former system, establish that the call is made by means of a notice published in a given circulation journal in the municipality in which it is located the registered office, or by any means of communication, individual and written, that ensures the reception of the announcement by all the members at the designated address or in the one that consists in the Book-register of members. In the case of partners residing abroad, the statutes may provide that they shall be individually convened only if they have designated a place in the national territory for notifications.

Article 174. Content of the call.

1. In any event, the call shall express the name of the company, the date and time of the meeting, as well as the agenda, in which the matters to be dealt with shall be addressed.

2. In the limited liability company, the notice of call by means of individual and written communication shall also include the name of the person or persons carrying out the communication.

Article 175. Place of celebration.

Unless otherwise provided in the statutes, the general meeting shall be held in the municipality where the company has its registered office. If the place of celebration is not included in the call, the meeting shall be deemed to have been convened for the purpose of the meeting at the registered office.

Article 176. Prior notice of the call.

1. A period of at least one month for the limited liability companies and the limited liability companies shall be at least one month between the call and the date of the meeting. It is safe to do so for the call-in supplement.

2. In the case of an individual call to each member, the time limit shall be calculated from the date on which the notice was sent to the last member.

Article 177. Second call.

1. The notice of the call for public limited liability companies may also include the date on which, if appropriate, the meeting shall be convened on the second call.

2. Between the first and the second meeting, at least 24 hours shall be mediated.

3. If the duly convened general meeting is not held on the first call, and the date of the second notice is not provided for, it shall be announced, with the same publicity requirements as the first, within 15 days. following the date of the uncelebrated meeting and eight in advance of the date of the meeting.

CHAPTER V

Universal Board

Article 178. Universal gasket.

1. The general meeting shall be validly constituted to deal with any matter, without the need for prior convocation, provided that the whole of the social capital is present or represented and the parties agree unanimously to hold the meeting.

2. The universal meeting may be held anywhere in the territory of the country or abroad.

CHAPTER VI

Attendance, representation, and voting

Article 179. Right of assistance.

1. In the limited liability company all partners have the right to attend the general meeting. The statutes may not require the general meeting to be entitled to a minimum number of shares.

2. In public limited companies, the statutes may require, in respect of all actions, whatever their class or series, the possession of a minimum number to attend the general meeting without, in any event, the required number of the one per thousand of the share capital.

3. In the limited company the statutes may condition the right of assistance to the general meeting to the early legitimation of the shareholder, but in no case may the exercise of such right to the holders of nominative and of actions represented by means of entries in the accounts which are entered in their respective records five days in advance of the meeting in which the meeting is to be held, or the holders of shares to the bearer who at the same time have made the deposit of their shares or, where appropriate, of the certificate of their deposit in an authorised entity, in the form provided for by the statutes. If the statutes do not contain a provision for the latter, the deposit may be made at the registered office.

The document certifying compliance with these requirements will be nominative and will provide legitimacy to society.

Article 180. Duty of assistance of the administrators.

Administrators must attend general meetings.

Article 181. Authorization to attend.

1. The statutes may authorise or order the assistance of directors, managers, technicians and other persons who are interested in the good progress of social affairs.

2. The chairman of the general meeting may authorise the assistance of any other person he deems appropriate. The board may, however, revoke such authorisation.

3. The provisions of the above paragraph shall apply to the limited liability company, unless the statutes dispute otherwise.

Article 182. Telematics assistance.

If in the limited companies the statutes provide for the possibility of assistance to the board by means of telematic means, which will guarantee the identity of the subject, the call will describe the deadlines, forms and ways of exercise of the rights of shareholders provided by the administrators to permit the orderly development of the board. In particular, the administrators may determine that the interventions and proposals for agreements which, under this law, are intended to make those who are to be assisted by telematic means, are referred to the company before the time of the constitution of the board. Responses to shareholders exercising their right of information during the meeting shall be in writing for the seven days following the completion of the meeting.

Article 183. Voluntary representation at the general meeting of the limited liability company.

1. The partner may only be represented on the general meeting by his/her spouse, ascending or descending, by another partner or by person holding general power conferred in public document with powers to administer all the assets that he/she represented in national territory.

The statutes may authorize representation through other people.

2. Representation shall be conferred in writing. If it is not in public document, it shall be special for each board.

3. The representation shall comprise all the shares in which the represented partner is a holder.

Article 184. Voluntary representation in the general meeting of the public limited company.

1. Any shareholder who is entitled to assistance may be represented on the general meeting by another person, even if he is not a shareholder. The statutes may limit this option.

2. The representation shall be conferred in writing or by means of distance communication which comply with the requirements laid down in this law for the exercise of the right to vote at a distance and with a special character for each board.

Article 185. Revocation of the representation.

The representation is always revocable. Personal assistance to the representative's board shall have the value of revocation.

Article 186. Public request for representation in public limited liability companies.

1. In public limited liability companies in the event that the administrators themselves, the depositary institutions or the persons in charge of the log in the account request the representation for themselves or for another and, in general, provided that the the document on which the power is to be held shall contain or be annexed to the agenda and the request for instructions for the exercise of the right to vote and the indication of the meaning of the vote on the representative in case no precise instructions are given.

2. By way of derogation, the representative may vote in a different sense when circumstances are ignored when the instructions are sent and the risk of damaging the interests of the represented person is threatened. In the case of a vote made in the direction other than the instructions, the representative shall immediately inform the representative by writing of the reasons for the vote.

3. It is understood that there has been a public request when the same person holds the representation of more than three shareholders.

4. The provisions of this Article shall apply to members of the supervisory board of a European public limited company domiciled in Spain which has opted for the dual system.

Article 187. Inapplicability of the constraints.

The legal restrictions referred to in Articles 184 and 186 shall not apply where the representative is the spouse or an ascendant or a descendant of the representative or when the latter is a general power conferred on the public document with the authority to administer all the assets that the representative has on national territory.

Article 188. Right to vote.

1. In the limited liability company, unless otherwise provided by the social statutes, each social participation grants the holder the right to cast a vote.

2. The creation of shares which, directly or indirectly, alter the proportionality between the nominal value of the action and the right to vote shall not be valid in the public limited company.

3. In the public limited liability company, the statutes may set out in general the maximum number of votes which may be issued by a single shareholder or companies belonging to the same group, except as provided for in listed companies.

Article 189. Specialties in the exercise of the rights of assistance and voting in public limited liability companies.

1. For the exercise of the right to attend meetings and the right to vote, the grouping of shares shall be lawful.

2. In accordance with the provisions of the statutes, the vote on proposals on items on the agenda of any kind of general meeting may be delegated or exercised by the shareholder by postal correspondence, electronic or any other means of distance communication, provided that the identity of the subject exercising his right of vote is duly guaranteed.

3. Shareholders who cast their votes at a distance shall be taken into account for the purposes of the board's constitution as present.

Article 190. Conflict of interest in the limited liability company.

1. In limited liability companies, the partner may not exercise the right to vote in respect of his/her shares in the case of the adoption of an agreement authorising him to transmit shares of which he is a holder, which excludes him from the company, which releases it from an obligation or grants it a right, or by which the company decides to anticipate funds, grant it loans or loans, provide guarantees in its favour or provide it with financial assistance, as well as when, The agreement concerns the waiver of the prohibition of competition or the establishment with the society of a relationship of the provision of any kind of works or services.

2. The social contributions of the partner who is in one of the situations of conflict of interest referred to in the previous paragraph shall be deducted from the capital for the calculation of the majority of votes that are necessary in each case.

CHAPTER VII

Constitution of the board and adoption of agreements

Section 1. Constitution of the Board

Article 191. Board table.

Except as otherwise provided in the statutes, the chairman and secretary of the general meeting shall be those of the board of directors and, failing that, those appointed by the concurrent partners at the beginning of the meeting.

Article 192. List of wizards.

1. Before entering the agenda, the list of attendees will be formed, expressing the character or representation of each one and the number of participations or actions of their own or others with which they participate.

2. The number of members present or represented, as well as the amount of the capital of which they are the holders, shall be determined at the end of the list, specifying the number of members with the right to vote.

3. In limited liability companies the list of assistants will necessarily be included in the minutes.

Article 193. Constitution of the joint stock company.

1. In public limited companies, the general meeting of shareholders shall be validly constituted on the first call when the shareholders present or represented have at least twenty-five percent of the subscribed capital with the right to vote. The statutes may establish a higher quorum.

2. In the second call, the constitution of the board shall be valid, whichever is the concurrent capital to it, unless the statutes establish a given quorum, which, necessarily, shall be lower than those established by the require the law for the first call.

Article 194. Quorum of strengthened constitution in special cases.

1. In public limited liability companies, in order for the ordinary or extraordinary general meeting to be able to validly agree to the increase or reduction of capital and any other changes to the social statutes, the issuance of obligations, the abolition or the limitation of the right of preferential acquisition of new shares, as well as the processing, merger, division or transfer of assets and liabilities and the transfer of domicile abroad, will be necessary, at first call, to the the number of shareholders present or represented who hold at least fifty per cent of the capital signed with the right to vote.

2. In the second call, the turnout of 25% of this capital will be sufficient.

3. The social statutes may raise the quorum provided for in the preceding paragraphs.

Article 195. Extension of sessions.

1 The general meetings shall be held on the day referred to in the call, but may be extended for one or more consecutive days.

2. The extension may be agreed upon a proposal by the administrators or at the request of a number of partners representing a quarter of the capital present on the board.

3. Whatever the number of sessions the board is held, it will be considered unique, with a single act being lifted for all sessions.

Section 2. Law of Information

Article 196. Right of information in the limited liability company.

1. The members of the limited liability company may request in writing, before the meeting of the general meeting or orally during the meeting, the reports or clarifications which they consider to be accurate in respect of the matters covered by the the order of the day.

2. The administrative body shall be obliged to provide them, orally or in writing, in accordance with the time and nature of the information requested, except in cases where, in the opinion of the body itself, the publicity of the latter is prejudicial to the social interest.

3. Information shall not be denied where the application is supported by partners representing at least 25% of the share capital.

Article 197. Right of information in the public limited company.

1. The shareholders may ask the administrators for information or clarifications on the agenda, the information or clarifications they deem necessary, or to make written the questions they consider relevant until the seventh day. prior to the planned meeting of the board.

Administrators will be required to provide written information until the day of the general meeting.

2. During the conclusion of the general meeting, the shareholders of the company may request orally the information or clarifications they deem appropriate on the matters covered by the agenda and, if not possible, To satisfy the shareholder's right at that time, the administrators shall be required to provide such written information within seven days of the termination of the meeting.

3. Administrators shall be required to provide the information requested under the two preceding paragraphs, except in cases where, in the opinion of the President, the advertising of the requested information is detrimental to the social interest.

4. The refusal of information shall not proceed where the application is supported by shareholders representing at least a quarter of the share capital.

Section 3. Adoption of Agreements

Subsection 1. ª Majorities in the limited liability company

Article 198. Ordinary majority.

In the limited liability company the social agreements shall be adopted by a majority of the votes validly cast, provided that they represent at least one third of the votes corresponding to the social interests in which Social capital is divided. Blank votes will not be computed.

Article 199. Enhanced legal majority.

By exception to the above article:

(a) The increase or reduction of capital and any other modification of the social statutes shall require a favourable vote of more than half of the votes corresponding to the shares in which the capital is divided social.

(b) The authorisation of the administrators to engage in, for their own or others ' own account, similar or complementary gender of activity constituting the social object; the deletion or limitation of the right of preference in capital increases; processing, merger, division, the global transfer of assets and liabilities and the transfer of the domicile abroad, and the exclusion of members shall require a favourable vote of at least two-thirds of the votes corresponding to the shares in which the share capital is divided.

Article 200. Enhanced statutory majority.

1. For all or certain specific matters, the statutes may require a percentage of favorable votes higher than that established by law, without reaching unanimity.

2. The statutes may require, in addition to the proportion of legal or statutory votes established, the favourable vote of a certain number of partners.

Subsection 2. ª Majorities in the Limited Company

Article 201. Majorities.

1. In the public limited company the social agreements shall be adopted by an ordinary majority of the votes of the shareholders present or represented.

2. For the adoption of the agreements referred to in Article 194, a favourable vote of two-thirds of the capital present or represented on the board shall be required where, on the second call, shareholders representing 25% of the capital or more of the subscribed capital with the right to vote without reaching fifty percent.

3. The social statutes may raise the majorities provided for in the preceding paragraphs.

CHAPTER VIII

The minutes of the board

Article 202. Board minutes.

1. All social agreements must be recorded in the minutes.

2. The minutes shall be approved by the board itself at the end of the meeting or, failing that, within a period of 15 days, by the chairman of the general meeting and two financial partners, one representing the majority and the other by the minority.

3. The social agreements may be implemented from the date of approval of the minutes in which they are established.

Article 203. Notarial act.

1. Administrators may require the presence of a notary to release minutes of the general meeting and shall be obliged to do so provided that, five days in advance of the date of the meeting, they are requested by members represent at least one per cent of the share capital in the public limited liability company or five per cent in the limited liability company. In this case, the agreements will only be effective if they are recorded in the notarial act.

2. The notarial act shall not be submitted for approval, shall be taken into account in the minutes of the meeting and the agreements established therein may be executed from the date of its closure.

3. The notarial fees will be in charge of the company.

CHAPTER IX

The impeachment of agreements

Article 204. Impeachable agreements.

1. Social agreements that are contrary to the law are impugable, oppose the statutes or injure the social interest for the benefit of one or more partners or third parties.

2. Agreements contrary to the law will be void. The other arrangements referred to in the preceding paragraph shall be nullified.

3. The challenge of a social agreement shall not be the case where it has been left without effect or validly replaced by another.

Article 205. Expiration of the impeachment action.

1. The action to challenge the null agreements will lapse within one year. Agreements which, for their cause or content, are contrary to public order, are exempted from this rule.

2. The action to challenge the nulliable agreements will expire at forty days.

3. The time limits laid down in the preceding paragraphs shall be taken into account from the date of adoption of the agreement and, if they were entered, from the date of its publication in the Official Gazette of the Trade Register.

Article 206. Legitimization to impeach.

1. All partners, administrators, and any third parties who accredit legitimate interest are entitled to challenge the null agreements.

2. For the challenge of nullified agreements, the members attending the meeting are entitled to have their opposition to the agreement, the absent and those who have been unlawfully deprived of the vote, as well as the administrators.

3. The actions of impeachment must be directed against society.

When the actor has the exclusive representation of the company and the board has no appointment to that effect, the judge shall appoint the person to represent it in the process, among the members who have voted in favour of the of the contested agreement.

4. The partners who have voted in favour of the contested agreement may intervene at their expense in the process to maintain their validity.

Article 207. Impeachment proceedings.

1. For the impeachment of the social agreements, the proceedings of the ordinary trial and the provisions contained in the Law on Civil Procedure will be followed.

2 In the event that it is possible to remove the cause of the challenge, the judge, at the request of the defendant company, will give a reasonable period for the defendant to be remedied.

Article 208. Sentencing judgment of impeachment.

1. The final judgment declaring the nullity of an ensignable agreement must be entered in the Register. The "Official Gazette of the Commercial Register" will publish an extract.

2. In the event that the contested agreement is registered in the Commercial Register, the judgment will also determine the cancellation of its registration, as well as that of the subsequent seats that are contradictory to it.

TITLE VI

The administration of society

CHAPTER I

General provisions

Article 209. Competence of the administrative body.

It is the responsibility of the administrators to manage and represent society in the terms set out in this law.

Article 210. Ways to organize administration.

1. The management of the company may be entrusted to a single administrator, to a number of administrators acting in solidarity or in a joint manner or to a board of directors.

2. In the public limited liability company, where the joint administration is entrusted to two administrators, they shall act in a joint manner and, where more than two administrators are entrusted, shall constitute board of directors.

3. In the society of limited liability the social statutes may establish different ways of organizing the administration by attributing to the board of members the ability to alternatively opt for any one of them without the need of statutory modification.

4. Any agreement that alters the way the administration of the company is organized, constitutes or does not modify the social statutes, shall be entered in public deed and shall be entered in the Trade Register.

Article 211. Determining the number of administrators.

When the statutes establish only the minimum and the maximum, it is for the general meeting to determine the number of administrators, without limits to those established by law.

CHAPTER II

Administrators

Article 212. Subjective requirements.

1. The managers of the capital company may be natural or legal persons.

2. Unless otherwise provided in the statutes, the status of a partner shall not be required to be appointed administrator.

Article 213. Prohibitions.

1. It is not possible to be administrators of the unemancipated minors, the judicially incapacitated, the disabled persons under the Insolvency Law as long as the period of disablement fixed in the judgment of the qualification of the contest and those convicted of crimes against freedom, property or against the socio-economic order, against collective security, against the administration of justice or for any kind of falsehood, as well as those who, by reason of their cannot exercise trade.

2. Neither shall the officials of the public administration be appointed to the service of the public administration acting in their capacity to relate to the activities of the companies concerned, the judges or magistrates and the other persons concerned. by legal incompatibility.

Article 214. Appointment and acceptance.

1. The competence for the appointment of the administrators corresponds to the board of members without any exceptions other than those established in the law.

2. In the absence of a statutory provision, the general meeting may lay down the guarantees which the administrators must provide or relieve them of this benefit.

3. The appointment of administrators shall take effect from the moment of their acceptance.

Article 215. Registration of the appointment.

1. The appointment of the administrators, once accepted, must be submitted for registration in the Mercantile Register, stating the identity of the appointed and, in relation to the administrators who have attributed the representation of the society, if they can act alone or need to do it together.

2. The submission to the registration shall be made within 10 days of the date of acceptance.

Article 216. Alternate administrators.

1. Unless otherwise provided for in the social statutes, they may be appointed alternate members of the administrators in the event that they cease for any reason one or more of them. The appointment and acceptance of the alternates as administrators shall be entered in the Trade Register after the end of the previous holder.

2. If the social statutes provide for a fixed term of office of the administrator, the appointment of the alternate shall be understood as being carried out for the period to be fulfilled by the person whose vacancy is covered.

Article 217. Remuneration of the administrators.

1. The administrator charge is free, unless the social statutes establish otherwise by determining the remuneration system.

2. Where the remuneration is not based on a profit share, the remuneration of the administrators shall be fixed for each financial year by agreement of the general meeting in accordance with the provisions of the statutes.

Article 218. Remuneration through participation in benefits.

1. In the limited liability company where the remuneration is based on a profit share, the social statutes shall determine, in particular, the participation or the maximum percentage of the share, which may in no case be more than ten percent of the deliverable benefits between the partners.

2. In the public limited liability company where the remuneration consists of a profit share, it may only be deducted from the liquid profits and after the provision of the statutory reserve and the statutory reserve has been covered and shareholders a four percent dividend, or the highest rate the statutes would have established.

Article 219. Remuneration by delivery of shares.

1. In the limited liability company, the remuneration consisting in the delivery of shares or of option rights on the shares or which is referenced to the value of the shares must be expressly provided for in the statutes, and their application will require an agreement of the general meeting.

2. The general meeting shall, where appropriate, express the number of shares to be delivered, the price of the exercise of the option rights, the value of the shares to be taken as a reference and the duration of the payment system.

Article 220. Service delivery for administrators.

In the limited liability company the establishment or modification of any kind of service or work relationship between the company and one or more of its directors will require agreement of the general meeting.

Article 221. Duration of the charge.

1. The directors of the limited liability company shall exercise their position for an indefinite period, unless the statutes provide for a specific period of time, in which case they may be re-elected once or more for periods of equal duration.

2. The directors of the public limited liability company shall exercise the position within the period specified in the social statutes, which shall not exceed six years and shall be equal for all of them.

Administrators may be re-elected to the charge, one or more times, for periods of equal maximum duration.

Article 222. Expiration.

The appointment of the administrators shall expire when the time limit has expired, the general meeting has been held or the time limit for the conclusion of the meeting to be resolved on the approval of the accounts of the financial year has elapsed. previous.

Article 223. Cessation of administrators.

1. Administrators may be separated from their position at any time by the general meeting even if the separation is not on the agenda.

2. In the limited company the statutes may require for the separation agreement an enhanced majority which may not exceed two thirds of the votes corresponding to the shares in which the share capital is divided.

Article 224. Special cases of cessation of the management of the public limited liability company.

1. Administrators who are not subject to any of the legal prohibitions shall be immediately removed, at the request of any shareholder, without prejudice to the liability in which they may be liable for their unfair conduct.

2. Administrators and persons who in any form have interests opposed to those of the company shall cease to be in their position at the request of any partner by agreement of the general meeting.

CHAPTER III

The duties of administrators

Article 225. Duty of diligent administration.

1. The administrators will perform their duties with the diligence of an ordered businessman.

2. Each of the administrators must be diligently informed of the progress of the society.

Article 226. Duty of loyalty.

Administrators will serve as a loyal representative in defense of the social interest, understood as the interest of the society, and will fulfill the duties imposed by the laws and the statutes.

Article 227. Prohibition to use the name of the company and to invoke the status of administrator.

Administrators may not use the name of the company or invoke its status as administrators of the company for the conduct of self-employed or related persons.

Article 228. Prohibition of taking advantage of business opportunities.

No administrator may make investments or any operations linked to the assets of the company, of which he or she has become aware of the financial year, to his or her own or to the related persons. charge, where the investment or transaction has been offered to the company or the company has an interest in it, provided that the company has not dismissed such investment or transaction without the influence of the administrator.

Article 229. Conflict of interest situations.

1. Administrators shall communicate to the board of directors and, failing that, to the other administrators or, in the case of a single administrator, to the general meeting any situation of conflict, direct or indirect, which they may have with him. interest of the company.

The affected administrator shall refrain from intervening in the agreements or decisions relating to the operation to which the conflict relates.

2. Administrators shall also communicate the direct or indirect participation which they, as well as the persons connected with, as referred to in Article 231, have in the capital of a company with the same, similar or complementary gender the activity to which the social object constitutes, and shall also communicate the charges or functions which it carries out.

3. The conflict of interest situations referred to in the preceding paragraphs shall be the subject of information in the memory.

Article 230. Prohibition of competition.

1. Administrators may not engage, on their own or as an employed person, to the same, analogous or complementary gender of activity which constitutes the social object, unless expressly authorised by the company, by agreement of the general meeting, to which effect they must make the communication provided for in the previous article.

2. In the limited liability company, any partner may request from the court of business of the registered office the termination of the administrator who has infringed the earlier prohibition.

3. In the public limited company, at the request of any shareholder, the general meeting shall decide on the cessation of the administrators who are from another competing company.

Article 231. People linked to administrators.

1. For the purposes of the above Articles, they shall be considered as persons related to the administrators:

a) The spouse of the administrator or persons with a similar affectivity relationship.

b) Ancestors, descendants, and siblings of the administrator or administrator's spouse.

c) The spouses of the ancestors, the descendants and the administrator's siblings.

(d) Companies in which the administrator, by himself or by person, is in one of the situations referred to in the first paragraph of Article 42 of the Code of Commerce.

2. For the legal person administrator, the following shall be understood to be related persons:

(a) The partners who are in any of the situations referred to in Article 42 (1) of the Trade Code in respect of the legal person administrator.

(b) Administrators, in law or in fact, liquidators, and proxies with general powers of the legal person administrator.

(c) Companies that are part of the same group and its partners.

(d) Persons with regard to the representative of the legal person administrator have the consideration of persons connected to the administrators in accordance with the provisions of the preceding paragraph.

Article 232. Duty of secrecy.

1. The administrators, even after they cease their duties, must keep secret of the information of a confidential nature, being obliged to keep reserve of the information, data, reports or antecedents that they know as a consequence of the exercise of the position, without the same being able to be communicated to third parties or to be subject to disclosure where it could have harmful consequences for the social interest.

2. Except for the obligation referred to in the preceding paragraph, the cases in which the laws permit their communication or disclosure to third parties or which, where appropriate, are required or have to be referred to the respective supervisory authorities, in which case the transfer of information must comply with the provisions of the laws.

3. Where the administrator is a legal person, the duty of secrecy shall be on the person's representative, without prejudice to compliance with the obligation to inform the administrator.

CHAPTER IV

The representation of society

Article 233. Attribution of proxy power.

1. In the capital company, the representation of the company, whether in judgment or outside it, corresponds to the directors in the form determined by the statutes, without prejudice to the following paragraph.

2. The attribution of proxy power shall be governed by the following rules:

a) In the case of a single administrator, the representation power will necessarily correspond to this one.

(b) In the case of several supportive administrators, the power of representation corresponds to each administrator, without prejudice to the statutory provisions or the board agreements on the distribution of powers, which shall be a purely internal scope.

(c) In the limited liability company, if there are more than two joint administrators, the power of representation shall be exercised jointly by at least two of them in the form determined in the statutes. Anonymous, the power of representation shall be exercised jointly.

d) In the case of a board of directors, the power of representation corresponds to the council itself, which will act collegiately. However, the statutes may confer the power of representation to one or more members of the board on an individual or joint basis.

When the Council, by means of the delegation agreement, appoint an executive committee or one or more delegated members, the arrangements for its action shall be indicated.

Article 234. Scope of representation power.

1. The representation shall be extended to all acts falling within the social object defined in the statutes.

Any limitation of the representative powers of the administrators, even if registered in the Mercantile Register, will be ineffective against third parties.

2. The company shall be obliged to third parties who have acted in good faith and without any serious fault, even if it is detached from the statutes entered in the Commercial Register that the act is not included in the social object.

Article 235. Notifications to society.

When the administration has not been organized in a collegiate manner, communications or notifications to the company may be directed to any of the administrators. In the case of a board of directors, they shall address their President.

CHAPTER V

The responsibility of administrators

Article 236. Liability budgets.

1. Administrators of law or in fact as such, will respond to the society, in front of the partners and in front of the social creditors, of the damage that they cause by acts or omissions contrary to the law or the statutes or by the realized not fulfilling the duties inherent in the performance of the charge.

2. Under no circumstances shall the circumstance be exonerated by the fact that the act or agreement has been adopted, authorized or ratified by the general meeting.

Article 237. Solidarity of the responsibility.

All members of the administrative body which would have adopted the agreement or carried out the act shall be jointly and severally liable, except for those who prove that, having not intervened in their adoption and execution, they did not know their existence or, knowing it, did everything convenient to avoid the damage or, at least, they expressly opposed it.

Article 238. Social action of responsibility.

1. The action of liability against the administrators shall be initiated by the company, after agreement of the general meeting, which can be adopted at the request of any partner even if not on the order of the day. The statutes may not establish a majority other than the ordinary one for the adoption of this agreement.

2. The general meeting may at any time compromise or renounce the exercise of the action, provided that partners representing five per cent of the share capital are not opposed.

3. The agreement to promote the action or to compromise will determine the removal of the affected administrators.

4. The approval of the annual accounts shall not prevent the exercise of the action of liability or result in the waiver of the agreed or exercised action.

Article 239. Subsidiary legitimation of the minority.

1. Partners representing at least five percent of the share capital may request the general meeting to be convened to decide on the exercise of the liability action.

2. They may also jointly initiate the action of liability in the defence of the social interest where the directors do not convene the general meeting requested for that purpose, where the company does not enter it within one month, the date of adoption of the relevant agreement, or where it has been contrary to the requirement of liability.

Article 240. Subsidiary legitimation of creditors for the exercise of social action.

The creditors of the company may exercise the social action of liability against the directors when it has not been exercised by the company or its members, provided that the social patrimony is insufficient for the satisfaction of your credit.

Article 241. Individual action of responsibility.

The compensation actions that may correspond to the partners and third parties remain safe for acts of administrators who directly injure the interests of those.

CHAPTER VI

The administrative board

Article 242. Composition.

1. The Management Board shall consist of a minimum of three members. The statutes shall set the number of members of the board of directors or the maximum and the minimum, corresponding in this case to the board of members the determination of the specific number of their components.

2. In the limited liability company, in the case of a board of directors, the maximum number of the components of the board may not exceed 12.

Article 243. Proportional representation system.

1. In the public limited liability company the shares which are voluntarily grouped together, up to a figure of the share capital equal to or higher than that which is divided by the latter by the number of members of the council, shall be entitled to designate those which, by overcoming whole fractions, they are deducted from the corresponding proportion.

2. In the event that this faculty is used, the actions thus grouped shall not intervene in the vote of the other council members.

Article 244. Co-optation.

In the public limited liability company if, during the period for which the administrators were appointed, vacancies were to be filled without any alternate, the board may appoint the persons to whom they are to be appointed by the shareholders. to meet the first general meeting.

Article 245. Organisation and operation of the Management Board.

1. In the limited liability company, the statutes shall lay down the arrangements for the organisation and operation of the administrative board, which shall in any event include the rules for convening and setting up the body, and for the of deliberating and adopting majority agreements.

2. In the public limited liability company where the statutes do not dispute otherwise, the Administrative Board may appoint its chairman, regulate its own operation and accept the resignation of the members.

Article 246. Convening of the Management Board.

In the public limited company the board of directors will be convened by the president or the one who does his or her times.

Article 247. Establishment of the Administrative Board.

1. In the limited liability company the board of directors shall be validly constituted when the number of members provided for in the statutes is present or represented, provided that they reach at least the majority of the vocal.

2. In the public limited liability company, the board of directors shall be validly constituted when the majority of the vowels are present at the meeting, present or represented.

Article 248. Adoption of agreements by the board of directors in the public limited liability company.

1. In the limited liability company, the agreements of the Administrative Board shall be adopted by an absolute majority of the members who are concurrent to the session.

2. In the limited liability company, written and non-written voting will only be admitted when no member of the public hearing is opposed to this procedure.

Article 249. Delegation of powers of the Administrative Board.

1. Where the statutes of the company do not dispute otherwise, the board of directors may appoint an executive commission or one or more delegated members from its members, without prejudice to the powers conferred upon it by any person.

2. In no case may the accountability of the social management and the presentation of balance sheets to the general meeting be delegated, nor shall the powers granted to the council, unless expressly authorised by it.

3. The permanent delegation of any faculty of the board of directors to the executive commission or to the chief executive and the appointment of the administrators who are to hold such posts shall require the favourable vote of the two to be valid. third parties to the components of the council and shall not produce any effect until their registration in the Trade Register.

Article 250. Minutes of the Administrative Board.

The board of directors ' discussions and agreements will be taken to a book of minutes, which will be signed by the president and the secretary.

Article 251. Impeachment of management board agreements.

1. The administrators may contest the null and void agreements of the board of directors or of any other board of directors within 30 days of their adoption. Such agreements may also be contested by the partners representing five per cent of the share capital within 30 days of their knowledge and provided that one year has not elapsed since their adoption.

2. The challenge shall be dealt with in accordance with the provisions of the general meeting of the general meeting.

CHAPTER VII

Company management by actions

Article 252. Management of the company's share of shares.

1. The management of the company must necessarily be in charge of the collective partners, who will have the faculties, rights and duties of the administrators in the limited company. The new administrator will assume the status of a collective partner from the moment he accepts the appointment.

2. The separation of the office of administrator will require the modification of the social statutes. If the separation takes place without fair cause the partner will be entitled to damages.

3. The cessation of the collective partner as an administrator puts an end to their unlimited liability in relation to the social debts that are incurred after the publication of their registration in the Commercial Registry.

4. In agreements intended to separate an administrator, the partner concerned shall refrain from taking part in the vote.

TITLE VII

Annual accounts

CHAPTER I

General provisions

Article 253. Formulation.

1. The directors of the company are required to make, within the maximum period of three months from the closure of the social year, the annual accounts, the management report and the proposal for the implementation of the result, as well as, in their Case, accounts, and consolidated management report.

2. The annual accounts and the management report shall be signed by all the administrators. If the signature of any of them is missing, it shall be indicated in each of the documents in which it is missing, with an express indication of the cause.

Article 254. Content of the annual accounts.

1. The annual accounts shall comprise the balance sheet, the profit and loss account, a state that reflects changes in the net worth of the financial year, a statement of cash flows and memory.

2. These documents, which form a unit, must be clearly worded and show the true image of the assets, the financial situation and the results of the company, in accordance with this law and with the provisions of the Code of Trade.

3. The structure and content of the documents that make up the annual accounts shall be adjusted to the models approved.

Article 255. Separation of items.

1. In the documents which make up the annual accounts the items provided for in the approved models shall appear separately, in the order in which they are indicated.

2. A more detailed subdivision of these items may be made, provided that the structure of the established schemes is respected.

New items may also be added to the extent that their content is not included in any of the items already provided for in these schemas.

Article 256. Pool of items.

Certain items of the documents in the annual accounts may be grouped together, where they represent only an insignificant amount to show the true and fair view of the assets, the financial situation and the the results of the company or when clarity is favoured, provided that the grouped items are presented in a differentiated manner in the memory.

Article 257. Balance and status of abbreviated net worth changes.

1. Companies may, at the closing date of each of them, make at least two of the following circumstances, at least two of the following circumstances, the balance sheet and state of the abbreviated net worth of the companies:

(a) That the total of the assets of the asset does not exceed two million eight hundred and fifty thousand euros.

b) That the net amount of its annual turnover does not exceed five million EUR 5 million.

c) That the average number of employees employed during the financial year is not more than fifty.

Companies will lose this ability if they fail to meet, for two consecutive years, two of the circumstances referred to in the preceding paragraph.

2. In the first social year since its formation, transformation or merger, companies may make a balance sheet and a statement of changes in the net worth abbreviated if they meet at least two of the three circumstances at the end of that financial year. expressed in the previous section.

3. Where balance sheet and status of changes in net worth can be made in short model, the cash flow statement shall not be required.

Article 258. Short profit and loss account.

1. A company may make an abbreviated profit and loss account for two consecutive financial years, at the closing date of each of them, at least two of the following circumstances:

(a) that the total of the asset items does not exceed 11 million four hundred thousand euros.

b) That the net amount of its annual turnover does not exceed twenty-two million euros.

(c) The average number of employees employed during the financial year is not more than two hundred and fifty.

Companies will lose the ability to make an abbreviated profit and loss account if they fail to meet, for two consecutive years, two of the circumstances referred to in the preceding paragraph.

2. In the first social year since its formation, transformation or merger, companies may make an abridged profit and loss account if they meet at least two of the three circumstances expressed in the financial year at the end of that financial year. Previous section.

CHAPTER II

Memory

Article 259. Object of memory.

The memory will complete, expand, and comment on the content of the other documents that make up the annual accounts.

Article 260. Memory content.

The memory must contain, in addition to the indications specifically provided by the Code of Commerce, by this law, and by the regulatory developments of these, at least, the following:

First.-The valuation criteria applied to the various items in the annual accounts and the methods of calculating the value adjustments.

For the items contained in the annual accounts which are currently or at their origin expressed in currency other than the euro, the procedure used to calculate the exchange rate shall be indicated in euro.

Second. The denomination, domicile and legal form of the companies in which the company is a collective partner or in which it has, directly or indirectly, a percentage of not less than twenty percent of its capital, or in which Without reaching this percentage, it has a significant influence.

The participation in the capital and the percentage of voting rights, as well as the amount of the net worth of the last financial year of those, will be indicated.

Third. -When there are several classes of actions, the number and the nominal value of each of them.

Fourth. The existence of bonds of enjoyment, convertible bonds and similar securities or rights, with an indication of their number and the extent of the rights they confer.

Fifth.-The amount of the debts of the company whose residual duration is greater than five years, as well as that of all the debts that have a real guarantee, with an indication of their form and nature.

These indications shall be shown separately for each of the debt items.

Sixth.

(a) The overall amount of guarantees committed to third parties, without prejudice to their recognition within the liability of the balance sheet where it is likely that they will result in the effective fulfilment of an obligation.

It should be noted with due clarity and separation of existing pension commitments, as well as those concerning group companies.

(b) The nature and purpose of the business of the agreements of the company that do not appear on the balance sheet as well as its financial impact, provided that this information is significant and necessary for the determination of the situation company financial.

c) Significant transactions between the company and third parties linked to it, indicating the nature of the linkage, the amount and any other information about the transactions, which is necessary for the determination of the financial situation of the company.

Seventh. -Distribution of the net amount of the turnover corresponding to the ordinary activities of the company, by categories of activities as well as by geographic markets, to the extent that, from the point of In view of the organisation of the sale of products and the provision of services or other income corresponding to the ordinary activities of the company, those categories and markets differ considerably from each other. Such particulars may be omitted by companies which may make an abbreviated profit and loss account.

Eighth.-The average number of persons employed in the course of the financial year, expressed in categories, as well as the staff costs relating to the financial year, by breaking down the amounts relating to wages and salaries and those relating to social charges, with a separate mention from those covering pensions, where they are not included in the profit and loss account.

The distribution by gender at the end of the exercise of the company's staff, broken down into a sufficient number of categories and levels, including those of senior managers and members.

Ninth.-The amount of salaries, allowances and remuneration of any kind accrued in the course of the exercise by senior management staff and members of the administrative body, whatever their cause, as well as the obligations incurred in respect of pensions or the payment of life insurance premiums in respect of the former and current members of the management body and senior management staff. Where the members of the administrative body are legal persons, the above requirements shall relate to the natural persons who represent them.

This information may be given on a global basis for remuneration.

10th.-The amount of advances and credits granted to senior management staff and members of the administrative bodies, with an indication of the interest rate, their essential characteristics and the amounts eventually returned, as well as the obligations assumed on behalf of them as collateral. Where the members of the administrative body are legal persons, the above requirements shall relate to the natural persons who represent them.

This information can be given globally for each category.

11th.-The amount broken down by concepts of the audit fees of accounts and other services provided by the auditor, as well as those relating to the persons or entities related to the auditor, in accordance with the regulatory rules for the audit of accounts.

Twelfth.-The group to which, if applicable, the company and the Mercantile Register where the consolidated annual accounts are deposited or, if applicable, the circumstances that exempt the obligation to consolidate.

Thirteenth. -When the company is the largest asset in the set of companies domiciled in Spain, subject to the same unit of decision, because they are controlled by any means by one or more natural persons or (a) legal, not obliged to consolidate, to act jointly, or because they are under the sole direction of agreements or statutory clauses, must include a description of the said companies, indicating the reason for which they are under a the same decision unit, and shall report on the aggregate amount of the assets, liabilities, net worth, turnover and result of all the above mentioned companies.

It is understood by a higher-active society that at the time of its incorporation into the decision unit, it presents a higher figure in the total assets of the balance sheet model.

The remaining companies subject to a decision unit shall indicate in the memory of their annual accounts the unit of decision to which they belong and the Trade Registry where the annual accounts of the company are deposited. contains the information required in the first paragraph of this indication.

Article 261. Short memory.

Companies that can formulate balance sheet and status of changes in the abbreviated net worth may omit in the memory the indications that are regulated. In any event, the information required must be provided in the first, second, third, ninth and tenth of the preceding article. In addition, the data referred to in the fifth indication of that article shall be expressed in a comprehensive manner.

CHAPTER III

The management report

Article 262. Content of the management report.

1. The management report shall contain a fair presentation on the evolution of the business and the situation of the company, together with a description of the main risks and uncertainties to which it faces.

The exposure shall consist of a balanced and comprehensive analysis of the evolution and results of the business and the situation of the society, taking into account the magnitude and complexity of the exposure.

To the extent necessary for the understanding of the evolution, the results or the situation of the company, this analysis shall include both key financial indicators and, where appropriate, non-financial, which are relevant in respect of particular business activity, including information on issues relating to the environment and to staff. Except for the obligation to include information of a non-financial nature, companies that may be able to present an abbreviated profit and loss account.

By providing this analysis, the management report shall include, where appropriate, additional references and explanations on the amounts detailed in the annual accounts.

2. It shall also report on the major events for the company which occurred after the end of the financial year, the foreseeable development of the exercise, research and development activities and, in accordance with the terms laid down therein. law, acquisitions of own shares.

3. Companies which form the balance sheet and the status of changes in the short net worth shall not be required to draw up the management report. In that case, if the company has acquired its own shares or its dominant company, it shall include in the memory at least the particulars required by Article 148 (d).

4. With respect to the use of financial instruments by the company, and where it is relevant for the valuation of its assets, liabilities, financial situation and results, the management report shall include

following:

(a) Objectives and policies for the management of the financial risk of the company, including the policy applied to cover each significant type of intended transaction for which the coverage accounting is used.

(b) The exposure of the company to the risk of price, credit risk, liquidity risk and cash flow risk.

5. The information contained in the management report shall in no case justify its absence from the annual accounts when this information is to be included in the accounts in accordance with the provisions of the preceding Articles and the provisions which the develop.

CHAPTER IV

Verification of annual accounts

Article 263. Auditor of accounts.

Annual accounts and, where appropriate, the management report shall be reviewed by auditor of accounts.

Article 264. Appointment by the general meeting.

1. The person to be audited shall be appointed by the general meeting before the end of the financial year, for an initial period of time, which shall not be less than three years and not more than nine years from the date of the audit. the first exercise to be audited can be initiated, and may be re-elected by the general meeting for maximum periods of three years after the initial period has ended.

2. The board may appoint one or more natural or legal persons to act jointly. Where the persons appointed are natural persons, the board shall appoint as many alternates as the holders of the auditors.

3. The general meeting may not revoke the auditor before the end of the initial period for which he was appointed, or before the end of each of the works for which he was hired after the end of the initial period, unless he is fair and fair. cause.

Article 265. Appointment by the merchant registrar.

1. Where the general meeting has not appointed the auditor before the end of the financial year, and the person appointed does not accept the post or is unable to discharge his duties, the administrators and any other partner may request the auditor to Commercial registrar of the registered office the designation of the person or persons to carry out the audit, in accordance with the provisions of the Regulation of the Commercial Registry.

In public limited liability companies, the application may also be made by the commissioner of the bondholders ' union.

2. In companies which are not required to submit the annual accounts to be checked by an auditor, the partners representing at least five per cent of the share capital may apply to the business registrar of the registered office which, with the company is responsible for the name of an auditor to carry out the review of the annual accounts for a given financial year, provided that three months have not elapsed since the end of that financial year.

Article 266. Judicial appointment.

When fair cause is present, the directors of the company and the persons entitled to request the appointment of auditor may ask the judge to revoke the one appointed by the general meeting or the commercial registrar and the appointment of another.

Article 267. Remuneration of the auditor.

1. The remuneration of the auditors in accordance with the provisions of the Audit of Accounts Act.

2. No other remuneration or benefit of the audited company may be paid for the exercise of that function.

Article 268. Object of the audit.

The auditor shall check whether the annual accounts offer the true image of the assets, the financial situation and the results of the company, as well as, where appropriate, the agreement of the management report with the accounts. year of the year.

Article 269. Auditor's report.

Account auditors will issue a detailed report on the outcome of their performance in accordance with the regulatory regulatory activity of the audit of accounts.

Article 270. Deadline for the issue of the report.

1. The auditor shall have at least a period of one month from the moment when the accounts signed by the administrators are handed over to him to present his report.

2. If, as a result of the report, the administrators are obliged to alter the annual accounts, the auditor shall extend his report and incorporate the changes produced.

Article 271. Social action of responsibility. Legitimization.

Legitimization to demand accountability from the company to the auditor will be governed by the provisions of the company's administrators.

CHAPTER V

Approval of accounts

Article 272. Approval of the accounts.

1. The annual accounts shall be approved by the general meeting.

2. On the basis of the general meeting, any partner may obtain from the company, immediately and free of charge, the documents to be submitted for approval, as well as the management report and the report of the auditor of accounts.

This right will be mentioned in the call.

3. Unless otherwise provided for in the statutes, the partner or members of the limited liability company representing at least five per cent of the capital may be able to examine at the registered office, whether or not in union with the accounting expert, the supporting documents and the background of the annual accounts.

The provisions of the preceding paragraph do not preclude or limit the right of the minority to be appointed as an auditor of accounts with the company.

Article 273. Application of the result.

1. The general meeting shall decide on the implementation of the outcome of the financial year in accordance with the approved balance sheet.

2. Once the care provided for by the law or the statutes is covered, only dividends may be distributed from the profit of the financial year, or from reserves of free disposal, if the value of the net worth is not or, as a result of the allocation, not is lower than the share capital. For these purposes, profits directly attributed to equity shall not be the subject of direct or indirect distribution.

If there were losses from previous exercises that would make that value of the company's net worth less than the share capital figure, the profit will go towards offsetting these losses.

3. Any profit distribution shall also be prohibited unless the amount of available reserves is at least equal to the amount of research and development expenditure included in the balance sheet asset.

4. In any event, an unavailable reserve equivalent to the goodwill appearing on the balance sheet asset must be provided, with a figure of the benefit representing at least five per cent of the amount of the balance being allocated to that effect. Trade fund. If there is no benefit, or insufficient benefit, free reserves will be used.

Article 274. Legal reservation.

1. In any event, a figure equal to ten per cent of the profit for the financial year shall be allocated to the legal reserve until it reaches at least twenty per cent of the share capital.

2. The legal reserve, as long as it does not exceed the indicated limit, may only be used for loss compensation in the event that there are no other available reserves sufficient for this purpose.

Article 275. Dividend distribution.

1. In the limited liability company, unless otherwise provided in the statutes, the distribution of dividends to the shareholders shall be made in proportion to their share in the share capital.

2. In the limited company the distribution of dividends to ordinary shares shall be made in proportion to the capital they have paid up.

Article 276. Time and form of the dividend payment.

1. In the dividend distribution agreement, the general meeting will determine the time and form of the payment.

2. In the absence of a determination on those individuals, the dividend shall be payable at the registered office from the day following the agreement.

Article 277. Amounts to account of dividends.

The distribution among the dividend account number partners may only be agreed by the general meeting or by the administrators under the following conditions:

(a) Administrators shall make an accounting statement in which it becomes clear that there is sufficient liquidity for the distribution. That status will then be included in memory.

(b) The amount to be distributed may not exceed the amount of the results obtained since the end of the last financial year, deducted from losses from previous financial years and the amounts to be provided to them. reserves by law or by statutory provision, as well as the estimate of the tax payable on such results.

Article 278. Refund of dividends.

Any distribution of dividends or of amounts to account of dividends that contravene the provisions of this law shall be restored by the members who have received them, with the corresponding legal interest, when the (a) society proves that the recipients knew of the irregularity of the distribution or that, given the circumstances, they could not ignore it.

CHAPTER VI

Deposit and advertising of annual accounts

Article 279. Deposit of accounts.

Within the month following the approval of the annual accounts, it will be submitted for deposit in the Commercial Registry of the registered office of the general board of approval of the annual accounts and of the application of the result, as well as, where appropriate, of the consolidated accounts, to which a copy of each of those accounts is attached, as well as of the management report and the report of the auditors, where the company is required to audit or it would have been practised at the request of the minority. If one or more of the annual accounts have been formulated in abbreviated form, this shall be recorded in the certificate with the expression of the cause.

Article 280. Registration qualification.

1. Within 15 days of the date of the filing seat, the Registrar shall qualify under his or her responsibility if the documents filed are those required by law, if they are duly approved by the general meeting and if they are the required signatures. If you do not appreciate defects, you will have the deposit made, practicing the corresponding seat in the book of deposit of accounts and in the sheet corresponding to the depositor company. Otherwise, it shall proceed in accordance with the provisions of the defective titles.

2. The Trade Register shall keep the documents deposited during the six-year period.

Article 281. Advertising of the deposit.

1. On the first working day of each month, the trade registrars shall forward to the Central Register a list of the companies which had fulfilled the obligation to deposit the annual accounts during the preceding month.

The Official Gazette of the Commercial Registry shall publish the notice of the companies that have complied with the deposit obligation.

2. Anyone can obtain information from all documents deposited.

Article 282. Log out.

1. Failure by the administrative body to deposit, within the prescribed period, the documents referred to in this Chapter shall give rise to the fact that no document referred to the company is entered in the Register as long as the default persists.

2. The exception is the titles relating to the termination or resignation of administrators, managers, directors-general or liquidators, and to the revocation or waiver of powers, as well as to the dissolution of the company and the appointment of liquidators and the seats ordered by the judicial or administrative authority.

Article 283. Sanctioning regime.

1. Failure by the administrative body to deposit, within the prescribed period, the documents referred to in this Chapter, shall also give rise to the imposition on the company of a fine in the amount of 1,200 to 60,000 euro by the Institute of Accounts and Audit of Accounts, prior to the instruction of the file in accordance with the procedure established regulentarily, in accordance with the provisions of the Law of Legal Regime of the Public Administrations and of the Common Administrative Procedure.

When the company or, as the case may be, the group of companies has an annual turnover of more than EUR 6,000,000, the limit of the fine for each year of delay shall be EUR 300,000.

2. The penalty to be imposed shall be determined on the basis of the size of the company, depending on the total amount of the assets and their sales figures, both of which relate to the last financial year declared to the tax administration. Such data shall be provided to the instructor by the company; its non-compliance shall be considered for the purposes of determining the penalty. In the absence of such data, the amount of the penalty shall be determined in accordance with its share capital figure, which shall be requested from the relevant Trade Register.

3. In the event that the documents referred to in this Chapter have been deposited prior to the initiation of the sanctioning procedure, the penalty shall be imposed at its minimum and shall be reduced by fifty per cent.

4. The offences referred to in this Article shall be prescribed at three years.

Article 284. Publication.

In the case of publication of the documents deposited in the Mercantile Register, it must be indicated if it is complete or abbreviated. In the first case, the text of those deposited in the Trade Register must be faithfully reproduced, including the auditors ' report in full. In the second case, reference shall be made to the office of the Commercial Registry in which the documents were deposited. The audit report may be omitted in this publication, but it will be indicated if it has been issued with reservations or not.

TITLE VIII

The modification of the social statutes

CHAPTER I

The modification of the social statutes

Section 1. General Provisions

Article 285. Organic competition.

1. Any modification of the statutes shall be the competence of the general meeting.

2. By way of derogation from the above paragraph, unless otherwise provided for in the statutes, the administrative body shall be competent to change the registered office within the same municipal term.

Article 286. Proposed modification.

The administrators or, if appropriate, the partners responsible for the proposal will have to write the full text of the proposed amendment and, in the limited companies, they will have to draft also a written report with justification of same.

Article 287. Convening of the general meeting.

In the notice of convocation of the general meeting, the extremes to be modified must be expressed with due clarity and the right of all the partners to examine in the registered office must be stated. full text of the proposed amendment and, in the case of limited liability companies, of the report on the amendment, as well as requesting the delivery or free shipping of such documents.

Article 288. Modification Agreement.

1. In limited liability companies, the agreement to amend the social statutes shall be adopted in accordance with the provisions of Article 199 on enhanced legal majority.

2. In the case of public limited liability companies, the amendment of the social statutes shall be adopted in accordance with Articles 194 and 201.

Article 289. Advertising of certain modification agreements.

In the limited companies the agreement of change of denomination, domicile, replacement or any other modification of the social object will be announced in two newspapers of great circulation in the province or respective provinces, without the advertising of which may not be registered in the Register.

Article 290. Recording and recording of the modification.

1. In any event, the agreement to modify the statutes shall be stated in public deed which shall be entered in the Trade Register and shall be published in the Official Gazette of the Trade Register.

2. Once the change in the name of the company is entered in the Register, it will be entered in the other Registers by means of marginal notes.

Section 2. Special Rules for the Protection of Partners

Article 291. New obligations of the partners.

When the amendment of the statutes implies new obligations for the partners, it must be adopted with the consent of those concerned.

Article 292. The individual protection of the rights of the partner in the limited liability company.

When the modification affects the individual rights of any partner in a limited liability company, it must be adopted with the consent of those affected.

Article 293. The collective protection of the rights of holders of classes of shares in the public limited company.

1. For a statutory modification to be valid that directly or indirectly affects the rights of a class of shares, it shall be agreed by the general meeting, with the requirements laid down in this law, and also by the majority of the of the actions belonging to the affected class. Where the classes concerned are several, the separate arrangement for each of them will be required.

2. Where the amendment concerns only part of the shares belonging to the same class and constitutes discriminatory treatment between them, it shall be considered for the purposes of the provisions of this Article which constitute independent classes. the actions concerned and those not affected by the amendment, the separate agreement of each of them being therefore necessary.

3. The agreement of the shareholders concerned shall be adopted with the same requirements as laid down in this law for the amendment of the social statutes, either by special meeting or by separate vote in the general meeting on whose convocation expressly state.

4. The special meetings shall be applicable to the provisions of this law for the general meeting.

Article 294. The individual guardianship of the collective partners in the society would be by actions.

When the amendment of the statutes of the joint venture company has as its object the appointment of administrators, the modification of the administrative regime, the change of social object or the continuation of the society beyond the term provided in the statutes the agreement will have to be agreed by the general meeting, with the requirements laid down in this law, and also with the consent of all the collective partners.

CHAPTER II

The increase in social capital

Section 1. Increase Modes of Increase

Article 295. Modes of augmentation.

1. The increase in social capital may be carried out by the creation of new units or new shares or by raising the nominal value of existing shares.

2. In both cases, the increase in capital may be carried out from new cash or non-cash contributions to the social assets, including the contribution of loans against the company, or from profits or reserves which are already included in the capital last approved balance sheet.

Section 2. The augmentation agreement

Article 296. The increase deal.

1. The increase in social capital shall be agreed by the general meeting with the requirements laid down for the amendment of the social statutes.

2. Where the increase is to be carried out by raising the nominal value of the shares or shares, the consent of all the partners shall be required, except where it is made in full from the profits or reserves which are already included in the the last approved balance sheet.

3. In public limited liability companies, the value of each of the shares in the company, once the capital is raised, shall be paid up by at least one quarter.

Article 297. Delegation to administrators.

1. In public limited liability companies, the general meeting, with the requirements laid down for the amendment of the social statutes, may delegate to the administrators:

(a) The power to indicate the date on which the agreement already adopted to increase the share capital must be taken into effect in the agreed figure and to set the conditions for the same in all the non-foreseen in the agreement of the board. The period for the exercise of this delegated power may not exceed one year, except in the case of conversion of debt securities into shares.

(b) The ability to agree on one or more times the increase of the share capital up to a figure determined on the occasion and the amount they decide, without prior consultation of the general meeting. Such increases shall in no case be higher than half of the capital of the company at the time of the authorization and shall be made by cash contributions within a maximum of five years of the agreement of the board.

2. By the fact of the delegation the administrators are empowered to give new wording to the article of the social statutes concerning the social capital, once agreed and executed the increase.

Article 298. Increase with premium.

1. In the increases in the share capital, the creation of social participations and the issuing of shares with premium will be licit.

2. The premium must be fully satisfied at the time of the taking of the new social units or the subscription of the new shares.

Article 299. Increase from cash contributions.

1. In the case of public limited liability companies, for any increase in capital the value of which consists of new cash contributions to the social assets, the total disbursement of the shares shall, except for the insurance institutions, be a prerequisite. issued.

2. By way of derogation from the above paragraph, an increase may be made if there is an outstanding amount of disbursement not exceeding three per cent of the share capital.

Article 300. Increase from non-cash contributions.

1. Where for the consideration of the increase consists of non-cash contributions, it shall be necessary that at the time of the call of the meeting the partners be made available to a report of the administrators in which they shall be described in detail. proposed contributions, their valuation, the persons to carry out them, the number and nominal value of the shares or shares to be created or issued, the amount of the increase in the share capital and the guarantees adopted for the effectiveness of the increase according to the nature of the goods in which the contribution consists.

2. The notice of convocation of the general meeting shall include the right of all partners to examine the report at the registered office, as well as to request the delivery or free shipping of the document.

Article 301. Increase by compensation of credits.

1. Where the increase in the capital of the limited liability company is made by way of compensation, these shall be fully liquid and enforceable. Where the increase in the capital of the anonymous capital is made by offsetting of claims, at least twenty-five per cent of the claims to be made up shall be liquid, be expired and be payable, and the maturity of the remaining shall not be more than five years.

2. At the time of the convocation of the general meeting, a report of the administrative body on the nature and characteristics of the appropriations to be made available, the identity of the contributors, shall be made available to the members at the registered office. the number of social units or shares to be created or issued and the amount of the increase, in which the agreement of the data relating to the appropriations with the social accounts shall be recorded.

3. In the limited company, at the time of the call of the general meeting, a certification of the auditor of the company's accounts will also be made available to the shareholders in the registered office, accrediting that, once the company has verified the Social accounting, the data provided by the administrators on the credits to compensate are accurate. If the company does not have an auditor, the certification shall be issued by an auditor appointed by the Trade Register at the request of the administrators.

4. In the notice of convocation of the general meeting, the right of all the members to examine in the registered office the report of the administrators and, in the case of limited companies, the certification of the auditor of accounts, as well as ask for the delivery or free shipping of such documents.

5. The administrators ' report and, in the case of public limited liability companies, the auditor's certification shall be incorporated into the public deed that documented the performance of the increase.

Article 302. Increase by conversion of obligations.

When capital is increased by the conversion of securities into shares, the provisions of the bond issuance agreement shall apply.

Article 303. Increase from reservations.

1. Where the increase in capital is made from reserves, reserves may be used for that purpose, reserves for the assumption of social interest or the issue of shares and the legal reserve as a whole, if the society out of limited liability, or on the part that exceeds ten percent of the capital already increased, if the company is anonymous.

2. The operation shall serve on the basis of a balance approved by the general meeting referred to at a date within six months immediately preceding the capital increase agreement, as verified by the company's auditor of accounts, or by an auditor appointed by the Trade Register at the request of the administrators, if the company is not required to carry out an accounting verification.

Section 3. The execution of the augmentation agreement

Article 304. Right of preference.

1. In the case of increases in social capital with the issuance of new social units or new shares, ordinary or privileged, with cash contributions, each partner shall have the right to assume a number of social or social contributions. subscribe to a number of shares proportional to the nominal value of the shares held.

2. There shall be no place in the right of preference where the increase in capital is due to the absorption of another company or of all or part of another company's spun-off assets or the conversion of bonds into shares.

Article 305. Period for the exercise of the right of preference.

1. In companies with limited liability, the right of preference shall be exercised within the time limit which it would have laid down in the adoption of the increase agreement. In public limited liability companies, the right of preference shall be exercised within the time limit determined by the administrators.

2. The period for the exercise of the right may not be less than one month from the publication of the announcement of the offer to take over the new shares or subscription of new shares in the Official Gazette of the Trade Register.

3. In limited liability companies and public limited liability companies where all the shares are nominative, the administrative body may replace the publication of the notice by a written communication to each of the partners and, in its case, to the users registered in the Book of Partners or in the Book of nominative actions, with the term of assumption of the new participations or the new actions since the sending of the communication.

Article 306. Transmission of the right of preference.

1. In any case, in limited liability companies, the voluntary transfer of the right to take preferential ownership of the new social units by means of "inter vivos" acts may be carried out in favour of persons who, in accordance with this law or the statutes of the company may freely acquire the social interests. The statutes may also recognise the possibility of the transfer of this right to other persons, subject to the same system and conditions as are intended for the "inter-living" transmission of social participation, with modification, in its case, of the time limits laid down in that system.

2. In public limited companies, the rights of preferential subscription shall be transferable under the same conditions as the shares in which they derive.

In case of increase from reservations, the same rule will apply to the rights of free allocation of new shares.

Article 307. Second degree preference right.

1. In companies with limited liability, unless the statutes provide otherwise, the shares not taken up in the exercise of the right of preference shall be offered by the administrative body to the partners who have taken part in the exercise of the right of preference. exercised, for its assumption and disbursement, for a period not exceeding 15 days from the conclusion of the one established for the preferential assumption. If there are several partners interested in taking the shares offered, they shall be awarded in proportion to those which each of them already has in the company.

2. Within 15 days of the end of the previous period, the administrative body may award the shares not assumed to persons other than the company.

Article 308. Exclusion of the right of preference.

1. In cases where the interest of the company so requires, the general meeting, when deciding on an increase in capital, may agree to the total or partial abolition of the right of preferential subscription.

2. To be valid, the exclusion agreement of the right of preference will be necessary:

(a) That the directors draw up a report specifying the value of the shares or shares of the company and the proposal and the consideration to be given in detail to the new shares or new shares, with the indication of the persons to whom they are to be attributed, and, in the public limited liability companies, an auditor other than the auditor of the accounts of the company, appointed for that purpose by the Trade Register, draw up another report, under your responsibility, on the fair value of the shares of the company, on the theoretical value of the right of preference whose exercise is proposed to delete or limit and on the reasonableness of the data contained in the report of the administrators.

b) The call for the meeting of the Board of Directors has included the proposal to abolish the right of preference, the type of creation of new social interests or the issue of new shares and the right of partners to examine in the registered office the report or reports referred to in the previous issue and to request the delivery or free shipping of these documents.

(c) The nominal value of the new units or new shares, plus, where applicable, the amount of the premium, corresponds to the actual value attributed to the shares in the managers ' report in the case of limited liability companies or the value resulting from the auditor's report in the case of public limited liability companies.

Article 309. Action subscription newsletter.

1. In the public limited liability company, where shares are publicly offered for subscription, the offer shall be subject to the requirements laid down by the securities market regulatory rules and the subscription shall be entered in a document which, under the 'subscription newsletter' shall be extended in duplicate and shall contain at least the following information:

(a) The name and address of the company, as well as the data identifiers of its registration in the Mercantile Register.

(b) The name or the name or the name or social name, nationality and address of the subscriber.

c) The number of shares you subscribe, the nominal value of each of them and their series, if there are several, as well as their type of issue.

(d) The amount paid by the subscriber with the expression, if applicable, of the part corresponding to the nominal value paid out and the amount corresponding to the issue premium.

e) The identification of the credit institution in which the subscription is verified and the amounts mentioned in the bulletin are disbursed.

(f) The date from which the subscriber may require the refund of the disbursement made in the event that the execution of the capital increase agreement has not been duly registered in the Commercial Registry.

g) The date and signature of the subscriber or their representative, as well as the person receiving the amounts disbursed.

2. Any subscriber will be entitled to obtain signed copy of the subscription newsletter.

Article 310. Incomplete increase in limited liability companies.

1. In limited liability companies, where the increase in the share capital has not been paid out in full within the time limit set for that purpose, the capital shall be increased by the amount paid out, unless the agreement has been expected that the increase would have no effect in case of incomplete disbursement.

2. In the event that the increase in capital is ineffective, the administrative body, within the month following the expiration of the time limit set for the disbursement, shall repay the contributions made. If the contributions are cash, the refund may be made by means of an entry of the amount in the name of the respective contributors to a credit institution of the registered office, which shall inform the latter in writing of the date of entry and the date of entry into force. deposit entity.

Article 311. Incomplete increase in public limited liability companies.

1. In the case of public limited liability companies, where the increase in capital has not been fully subscribed to within the time limit set for the subscription, the capital shall only be increased by the amount of the subscriptions made if the conditions of the issue had been expressly provided for this possibility.

2. In the event that the increase in capital has no effect, the administrative body shall publish it in the Official Gazette of the Commercial Register and, within the month following the expiration of the subscription period, shall return the contributions performed. If the contributions are cash, the refund shall be made directly to the respective contributors or by means of the amount entered in the name of the Bank of Spain or the General Deposit Box.

Article 312. The disbursement of increases in social capital.

Those who have assumed the new shares or subscribed to the new shares are obliged to make their contribution from the moment of the subscription.

Section 4. Enrollment of augmentation operation

Article 313. Administrators ' faculties.

Once the social capital increase agreement has been implemented, the administrators will have to give new wording to the social statutes in order to collect the new social capital figure in them, to which effect they will be understood. (i) the right to the increase.

Article 314. The execution write of the increase.

The deed documenting the execution must express the assets or rights contributed and, in the case of limited liability companies or unlisted anonymous companies, if the increase had been made by the creation of new social holdings or the issue of new shares, the identity of the persons to whom they have been awarded, the numbering of the shares or shares allocated, as well as the statement by the administrative body that the ownership of the shares has been recorded in the partner-register or that the ownership of the nominative shares has been entered in the register of nominative shares.

Article 315. Enrollment of the augmentation operation.

1. The agreement to increase the share capital and the execution of the capital must be entered simultaneously in the Commercial Register.

2. By way of derogation from the above paragraph, the capital increase agreement of the public limited liability company may be entered in the Trade Register prior to the execution of that agreement when the following two circumstances are met:

(a) When an incomplete subscription was expressly provided for in the social capital increase agreement.

b) When the issuance of the new shares would have been authorized or verified by the National Securities Market Commission.

Article 316. Right to the return of contributions.

1. Where six months have elapsed since the opening of the period for the exercise of the right of preference without having been submitted for registration in the Register, the documents proving that the capital increase has been carried out, those who have taken over the new social units or the subscribers of the new shares may request the resolution of the obligation to provide and require the return of the contributions made.

2. If the lack of presentation of the documents to be entered is attributable to the company, they may also require the legal interest.

CHAPTER III

The reduction of social capital

Section 1. Modes of Reduction

Article 317. Embodiments of the reduction.

1. The reduction of capital may be aimed at restoring the balance between the capital and the net worth of the company diminished as a result of losses, the constitution or increase of the legal reserve or reserves voluntary or the return of the value of the contributions. In the case of public limited liability companies, the reduction of capital may also have the effect of waiving the obligation to make the outstanding contributions.

2. The reduction may be made by reducing the nominal value of the shares or shares, their amortisation or their pooling.

Article 318. The social capital reduction agreement.

1. The reduction of the share capital shall be agreed by the general meeting with the requirements of the amendment of the statutes.

2. The agreement of the board shall, at least, express the number of reduction of the capital, the purpose of the reduction, the procedure by which the company is to carry it out, the period of execution and the amount to be paid, if any, to the partners.

Article 319. Publication of the reduction agreement.

The capital reduction agreement of the public limited liability companies must be published in the Official Gazette of the Commercial Registry and in a newspaper of great circulation in the province in which the company has its registered office.

Section 2. The loss reduction

Article 320. Principle of parity of treatment.

When the reduction is intended to restore the balance between the capital and the net worth of the company diminished as a result of losses, it must affect all the social interests or the all shares in proportion to their nominal value, but respecting the privileges that could have been granted in the law or in the statutes for certain social units or for certain classes of shares.

Article 321. Prohibitions.

The reduction of capital by losses in any event may give rise to reimbursements to the partners or, in the limited liability companies, to the waiver of the obligation to make the outstanding contributions.

Article 322. Budget for the reduction of social capital.

1. In limited liability companies the capital for losses cannot be reduced as long as the company has any kind of reserves.

2. In the case of public limited liability companies, the capital may not be reduced for losses as long as the company has any kind of voluntary reserve or when the legal reserve, after the reduction, exceeds ten percent of the capital.

Article 323. The balance sheet.

1. The balance sheet which serves as a basis for the loss capital reduction operation shall relate to a date within the six months immediately preceding the agreement, after verification by the auditor of the company's accounts and approved by the general meeting. Where the company is not required to audit the annual accounts, the auditor shall be appointed by the directors of the company.

2. The balance sheet and audit report shall be incorporated into the public reduction deed.

Article 324. Advertisement of the reduction agreement.

In the agreement of the capital reduction board for losses and in the public announcement of the reduction, the purpose of the reduction shall be expressly stated.

Article 325. Destination of surplus.

In public limited liability companies, the surplus of the asset on the liability which must result from the reduction of capital by losses must be attributed to the legal reserve without the latter being able to exceed such effects by one-tenth of the new capital figure.

Article 326. Condition for the distribution of dividends.

In order for society to distribute dividends once the capital has been reduced, the legal reserve will need to reach ten percent of the new capital.

Article 327. Mandatory character of the reduction.

In the public limited liability company, the reduction of capital shall be compulsory if the losses have decreased net worth below two thirds of the capital's figure and an exercise has elapsed. without having recovered the net worth.

Section 3. Reduction to provide the legal reserve

Article 328. Reduction to provide legal reservation.

The reduction of capital for the constitution or increase of the legal reserve shall apply as set out in Articles 322 to 326.

Section 4. Reduction for Return of the Value of Contributions

Article 329. Requirements of the reduction agreement.

When the reduction agreement with return of the value of the contributions does not affect all the shares or shares of the company, it will be necessary, in the limited liability companies, the the individual consent of the holders of those holdings and, in the limited liability companies, the separate agreement of the majority of the shareholders concerned, adopted in the form provided for in Article 293.

Article 330. Pro rata rule.

The return of the value of the contributions to the partners shall be made in proportion to the paid-up value of the respective social units or shares, unless, by unanimity, another system is agreed.

Section 5. The guardianship of creditors

Subsection 1. The guardianship of creditors of limited liability companies

Article 331. The joint and several liability of limited liability company partners.

1. The partners to whom the whole or part of the value of their contributions would have been restored shall be jointly and severally liable to each other and to the company for the payment of the social debts incurred prior to the date on which the reduction was to third parties.

2. The liability of each partner shall be limited to the amount of the amount received as a refund of the social contribution.

3. The liability of the partners shall be over five years from the date on which the reduction is against third parties.

4. The identity of the persons to whom the whole or part of the social contributions or, where appropriate, the declaration of the body has been restored shall be expressed in the registration in the Trade Register of the execution of the reduction agreement. administration of the reserve referred to in the following Article.

Article 332. Exclusion from joint liability.

1. Where, when the reduction is agreed by the refund of all or part of the value of the social contributions, a reserve will be provided from free reserves to the amount equal to the amount received by the partners as a result of the return of the social contribution, there will be no place for joint and several liability of the partners.

2. The reserve shall be unavailable until five years after the publication of the reduction in the Official Gazette of the Trade Register, unless all the social debts have been met before the expiry of that period. Prior to the date on which the reduction was to be applied to third parties.

Article 333. Statutory right of opposition.

1. In companies with limited liability, the statutes may provide that no capital reduction agreement involving the return of their contributions to the partners may be effected without a period of three months from the date of count from the date on which the creditors have been notified.

2. This notification shall be made in person, and if this is not possible, the domicile of the creditors, by means of notices to be published in the Official Gazette of the Commercial Registry and in a newspaper of the most circulation in the place where the address of the company is situated.

3. During that period, ordinary creditors may object to the execution of the reduction agreement if their claims are not satisfied or the company does not provide collateral.

4. Any refund shall be void before the expiry of the three-month period or in spite of the opposition, in time and form, by any creditor.

5. The return of capital shall be made in proportion to the respective social contributions, unless, unanimously, another system is agreed.

Subsection 1. The guardianship of the creditors of public limited liability companies

Article 334. Right of opposition of creditors of public limited liability companies.

1. The creditors of the public limited liability company whose claims were born before the date of the last announcement of the capital reduction agreement have not expired at that time and until such claims are guaranteed they shall have the right to oppose the reduction.

2. Creditors whose claims are already sufficiently guaranteed shall not enjoy this right.

Article 335. Exclusion from the right of opposition.

Creditors may not object to the reduction in the following cases:

(a) Where the reduction of capital is solely intended to restore the balance between capital and the net worth of the company decreased as a result of losses.

(b) Where the reduction is intended to constitute the constitution or increase of the legal reserve.

c) Where the reduction is made from profits or free reserves or by way of depreciation of shares or shares acquired by the company free of charge. In this case, the amount of the nominal value of the social units or of the amortised shares or of the decrease in the nominal value of the shares must be allocated to a reserve from which it is only possible to have the same requirements required for the reduction of social capital.

Article 336. Exercise of the right of opposition.

The right of opposition shall be exercised within one month from the date of the last announcement of the agreement.

Article 337. Effects of the opposition.

In the event of the exercise of the right of opposition, the reduction of social capital may not take effect until the company provides assurance to the creditor's satisfaction or, in another case, until it notifies the creditor of the the provision of solidarity security in favour of the company by a credit institution duly empowered to lend it to the extent of the claim that the creditor is a holder and until such time as the creditor does not prescribe the action to enforce compliance.

Section 6. Reduction by acquisition of equity or own shares for amortization

Article 338. Requirements for the reduction.

1. Where the reduction of capital is to be made by the acquisition of shares or shares of the company for further depreciation, the acquisition shall be offered to all the partners.

2. If the reduction agreement is to affect only one class of shares, it shall be adopted with the separate agreement of the majority of the shares belonging to the class concerned, as provided for in Article 293.

Article 339. The takeover offer.

1. In limited liability companies, the offer shall be sent to each of the partners by registered mail with acknowledgement of receipt.

2. In public limited liability companies, the proposed acquisition must be published in the Official Gazette of the Commercial Register and in a newspaper of great circulation in the province in which the company has its registered office, at least for a period of time. month, shall include all the particulars which are reasonably necessary for the information of the shareholders who wish to dispose of them and, where appropriate, shall express the consequences of not reaching the shares offered by the number fixed in the agreement.

When all actions are nominative, the statutes may allow the publication of the offer to be replaced by the sending of the same to each of the shareholders by registered mail with acknowledgement of receipt.

Article 340. The acceptance.

1. The time limit for acceptance of the offer shall be computed from the dispatch of the communication.

2. If the acceptances exceed the number of shares or shares previously fixed by the company, the shares offered by each partner shall be reduced in proportion to the number whose ownership is held by each partner.

3. Unless the agreement of the board or the proposed acquisition has established otherwise, where the acceptances do not reach the number of shares or shares previously fixed, the capital shall be deemed to be reduced in the amount corresponding to the acceptances received.

Article 341. Enjoyment bonuses.

1. In the reduction of equity with equity amortisation, interest bonds can be attributed to the holders of the amortized shares, specifying in the reduction agreement the content of the rights attributed to these bonds.

2. The right to vote shall not be attributed to the enjoyment bonds.

Article 342. The obligation to write down.

The company's acquired social shares must be amortized within three years of the date of the offer of the acquisition. Shares acquired by the company must be amortised within the month following the end of the purchase offer period.

CHAPTER IV

Reducing and increasing concurrent capital

Article 343. Simultaneous reduction and increase in capital.

1. The agreement to reduce social capital to zero or below the minimum legal figure may only be adopted at the same time as the transformation of the company or the increase of its capital to an amount equal to or greater than that mentioned above is agreed minimum figure.

2. In any event, the right of ownership or of the preferential subscription of the partners must be respected.

Article 344. Conditional effectiveness of the reduction agreement.

In the event of a reduction agreement and an increase in simultaneous capital, the effectiveness of the reduction agreement shall be conditional, where appropriate, on the execution of the capital increase agreement.

Article 345. The simultaneous enrollment.

The registration of the reduction agreement in the Mercantile Register may not be practiced unless the conversion or capital increase agreement is applied simultaneously, as well as, in the latter case, its execution.

TITLE IX

Separation and exclusion of partners

CHAPTER I

Separating partners

Article 346. Legal causes of separation.

1. Members who have not voted in favour of the relevant agreement, including non-voting partners, shall be entitled to separate from the capital company in the following cases:

a) Replacing the social object.

b) Extension of the company.

c) Reactivation of society.

d) Creation of modification or early termination of the obligation to perform ancillary services, unless otherwise provided in the statutes.

2. In the case of limited liability companies, the partners who would not have voted in favour of the agreement to amend the system for the transmission of social interests shall also be entitled to separate from the company.

3. In the case of the transformation of the company and the transfer of domicile abroad the partners will have the right of separation in the terms established in Law 3/2009, of April 3, on structural modifications of the societies mercantiles.

Article 347. Statutory causes of separation.

1. The statutes may establish other causes of separation other than those provided for in this law. In this case, they shall determine how the existence of the case must be established, the way in which the right of separation is exercised and the period of its exercise.

2. For incorporation into the statutes, the modification or removal of these causes of separation will require the consent of all the partners.

Article 348. Exercise of the right of separation.

1. The agreements giving rise to the right of separation shall be published in the Official Gazette of the Trade Register. In limited liability companies and in public limited liability companies where all the shares are nominative, the administrators may replace the publication with a written communication to each of the partners who have not voted in favour of the agreement.

2. The right of separation shall be exercised in writing within one month from the publication of the agreement or from the receipt of the communication.

Article 349. Registration of the agreement.

For the registration in the Commercial Registry of the deed that documents the agreement that originates the right of separation, it will be necessary that the writing or other subsequent one contains the declaration of the administrators that no partner has exercised the right of separation within the established time limit or that the company, subject to the authorisation of the general meeting, has acquired the social interests or shares of the separated partners, or the reduction of capital.

CHAPTER II

The exclusion of partners

Article 350. Legal causes of exclusion of partners.

The limited liability company may exclude the non-compliant partner from the obligation to perform ancillary services, as well as to the managing partner who infringes the competition ban or has been sentenced by a firm judgment to indemnify the company for damages caused by acts contrary to this law or to the statutes or made without due diligence.

Article 351. Statutory causes of exclusion of partners.

In limited liability companies, with the consent of all partners, certain exclusion or modification or deletion of those that were previously listed may be incorporated into the statutes.

Article 352. Exclusion procedure.

1. Exclusion will require agreement from the general meeting. The minutes of the meeting or annex shall include the identity of the members who have voted in favour of the agreement.

2. Except in the case of conviction of the managing partner to indemnify the company, the exclusion of a partner with participation equal to or greater than twenty-five percent in the social capital will require, in addition to the agreement of the general meeting, resolution firm, provided that the partner does not comply with the agreed exclusion.

3. Any partner who has voted in favour of the agreement shall be entitled to exercise the exclusion action on behalf of the company where it has not done so within one month of the date of adoption of the exclusion agreement.

CHAPTER III

Common rules for separation and exclusion of partners

Article 353. Valuation of the shares or shares of the partner.

1. In the absence of an agreement between the company and the partner on the fair value of the shares or shares, or on the person or persons to be valued and the procedure to be followed for their valuation, they shall be valued by a auditor of accounts other than that of the company, designated by the commercial registrar of the registered office at the request of the company or of any of the shareholders holding the shares or shares to be assessed.

2. If the shares are listed on an official secondary market, the redemption value shall be that of the average price of the last quarter.

Article 354. Auditor report.

1. For the purpose of carrying out his duties, the auditor may obtain from the company all the information and documents which he considers to be useful and shall carry out any verifications he deems necessary.

2. Within a maximum of two months from his appointment, the auditor shall issue his report, which shall immediately notify the company and the partners concerned by a notarial line, accompanying a copy, and deposit another copy in the Trade Register.

Article 355. Remuneration of the auditor.

1. The remuneration of the auditor shall be borne by the company.

2. However, in cases of exclusion, the company may deduct from the amount to be reimbursed to the excluded partner whatever it is necessary to apply to the satisfied fees the percentage that the partner has in the share capital.

Article 356. Reimbursement.

1. Within two months of receipt of the assessment report, the partners concerned shall have the right to obtain at the registered office the fair value of their social holdings or shares in the price of which the company purchase or refund of which they are written off.

2. After that period, the administrators shall enter into the credit institution of the municipality in which they radiate the registered office, on behalf of the persons concerned, the amount corresponding to that value.

3. By way of derogation from the above paragraphs, in all cases where the creditors of the capital company have the right of opposition, the reimbursement to the partners may only take place after the period of three months. from the date of personal notification to the creditors or the publication in the Official Gazette of the Trade Register and in one of the newspapers of greater circulation in the locality in which it radiating the registered office, and provided that the creditors They would not have exercised the right of opposition. If the creditors have exercised that right, it shall be as set out in Section 5. of Chapter III of Title VIII.

Article 357. Protection of creditors of limited liability companies.

Partners in limited liability companies to whom the value of the written units has been repaid shall be subject to the liability regime for the social debts established for the case of reduction of capital by return of contributions.

Article 358. Public deed of reduction of social capital.

1. Unless the general meeting which has adopted the relevant agreements authorizes the acquisition by the company of the shares or shares of the partners concerned, the reimbursement or the amount of the shares of the partners concerned, the administrators, without the need for specific agreement of the general meeting, shall immediately grant public deed of reduction of the share capital expressing in it the participations or shares amortized, the identity of the partner or partners concerned, the cause of the amortisation, the date of repayment or the entry and the figure to which it was the social capital is reduced.

2. In the event that, as a result of the reduction, the social capital falls below the legal minimum, the provisions of this law on dissolution will be laid down.

Article 359. Procurement public deed.

In the case of the acquisition by the company of the shares or shares of the partners concerned, the payment of the price or the payment of the amount, the administrators, without the need for a specific agreement of the general meeting, grant a public deed for the acquisition of shares or shares, without requiring the participation or shares acquired, the identity of the partner or partners, to be entered into the contest of the partners excluded or separated; affected, the cause of separation or exclusion and the date of payment or consignment.

TITLE X

Dissolution and liquidation

CHAPTER I

Dissolution

Section 1. First Full Dissolution

Article 360. Full dissolution.

1. Capital companies shall be dissolved in full in the following cases:

(a) For the duration of the term fixed in the statutes, unless it has previously been expressly extended and entered into the extension in the Commercial Register.

(b) For the course of a year from the adoption of the social capital reduction agreement below the statutory minimum as a result of compliance with a law, if it has not been registered in the Trade Register, the the transformation or dissolution of the company, or the increase in the share capital up to an amount equal to or greater than the legal minimum.

After a year without the transformation or dissolution of the company being registered or the increase in its capital, the administrators shall respond personally and jointly and jointly with each other and with the society of the debts social.

2. The registrar, either on his own initiative or at the request of any interested party, shall record the full dissolution of the open sheet to the company.

Article 361. Dissolution and competition.

1. The declaration of competition of the capital company shall not, in itself, constitute a cause of dissolution.

2. The opening of the settlement phase in the competition of creditors will result in the dissolution of the company's full right.

In such a case, the contest judge shall record the dissolution in the opening decision of the settlement phase of the contest.

Section 2. Th Dissolution by finding the existence of legal or statutory cause

Article 362. Dissolution by finding of the existence of legal or statutory cause.

Capital companies shall be dissolved by the existence of a statutory or statutory cause duly established by the general meeting or by a judicial decision.

Article 363. Causes of dissolution.

1. The capital company must be dissolved:

a) By the conclusion of the company that constitutes its object.

b) By the manifest impossibility of achieving the social end.

c) By the cessation of social organs in such a way that their functioning is impossible.

(d) For losses that leave the net worth less than half of the share capital, unless the equity is increased or reduced to a sufficient extent, and provided that it is not appropriate to apply for the contest.

e) By reduction of social capital below the legal minimum, which is not a consequence of compliance with a law.

(f) Because the nominal value of the silent partnership shares or of the shares without a vote exceeded half of the paid-up share capital and the ratio is not restored within two years.

g) For any other cause established in the statutes.

2. The limited liability company shall also be dissolved by the lack of exercise of the activity or activities which constitute the social object for three consecutive years.

3. The share-holding company must also be dissolved by death, termination, incapacity or opening of the settlement stage in the competition of creditors of all the collective members, unless within six months and by means of change of the statutes is incorporated some collective partner or the transformation of the society in another social type is agreed.

Article 364. Dissolution agreement.

In the cases provided for in the previous article, the dissolution of the company shall require agreement of the general meeting adopted with the ordinary majority established for the companies of limited liability in Article 198, and with the quorum of the constitution and the majorities established for public limited liability companies in Articles 193 and 201.

Article 365. Duty of call.

1. Administrators must convene the general meeting within two months to adopt the dissolution agreement or if it is insolvent, urge the contest.

Any partner may ask the administrators for the call if, in their opinion, any cause of dissolution or the company is insolvent.

2. The general meeting may adopt the dissolution agreement or, if the order of the day, the agreement or those necessary for the removal of the cause.

Article 366. Judicial dissolution.

1. If the board is not convened, it shall not be held, or shall not adopt any of the agreements provided for in the preceding article, any interested party may request the dissolution of the company before the judge of the commercial of the registered office. The application for judicial dissolution shall be directed against the company.

2. The administrators are obliged to request the judicial dissolution of the company when the social agreement is contrary to the dissolution or could not be achieved.

The request shall be made within two months from the date set for the conclusion of the meeting, where the meeting has not been constituted, or since the day of the meeting, when the agreement has been contrary to the dissolution or would not have been adopted.

Article 367. Joint responsibility of the administrators.

1. They shall respond jointly and severally to the social obligations following the occurrence of the legal cause of dissolution by the administrators who fail to meet the obligation to convene within two months the general meeting to adopt, where appropriate, the dissolution agreement, as well as the administrators who do not request the dissolution of the court or, if necessary, the contest of the company, within two months from the date envisaged for the conclusion of the meeting, when the latter is not constituted, or from the day of the meeting, when the agreement would have been contrary to the dissolution.

2. In such cases, the social obligations claimed shall be presumed to be the date after the legal cause of the dissolution of the company has occurred, unless the administrators prove that they are the previous date.

Section 3. Th Dissolution by mere agreement of the general meeting

Article 368. Dissolution by mere agreement of the general meeting.

The capital company may be dissolved by mere agreement of the general meeting adopted with the requirements laid down for the amendment of the statutes.

Section 4. Common Provisions

Article 369. Disclosure of the dissolution.

The dissolution of the capital company will be entered in the Mercantile Register, also published in the Official Gazette of the Commercial Registry and, if anonymous, in one of the most circulation newspapers in the Social address.

Article 370. Reactivation of the dissolved society.

1. The general meeting may agree on the return of the dissolved company to the active life provided that the cause of dissolution has disappeared, the accounting assets are not less than the share capital and the payment of the settlement fee has not begun. partners. Recovery in cases of full dissolution may not be agreed.

2. The reactivation agreement shall be adopted with the requirements laid down for the amendment of the statutes.

3. The partner who does not vote in favor of reactivation has the right to secede from society.

4. The social creditors may oppose the reactivation agreement, under the same conditions and with the same effects as provided for in the law for the reduction of capital.

CHAPTER II

The Settlement

Section 1. General Provisions

Article 371. Company in liquidation.

1. The dissolution of the company opens the liquidation period.

2. The dissolved company will retain its legal personality while the liquidation takes place. During that time you must add the expression "in liquidation" to your name.

3. During the settlement period, the provisions of the statutes shall be observed in respect of the convening and meeting of the general meetings of members, to which the liquidators of the liquidation march shall take account to agree on what it is in the common interest and the other rules provided for in this law which are not incompatible with those laid down in this Chapter shall continue to apply to society.

Article 372. Specialty of the bankruptcy settlement.

In the event of the opening of the settlement phase in the company's creditors ' competition, the liquidation shall be carried out in accordance with the provisions of Chapter II of Title V of the Insolvency Act.

Article 373. Government intervention in public limited liability companies.

1. Where the Government, at the request of shareholders representing at least one fifth of the share capital, or of the staff of the undertaking, considers it appropriate for the national economy or for the social interest the continuation of the public limited liability company, It can be agreed by royal decree, in which it will concretize the way in which it will be subsist and the compensations that, when expropriated from its right, must receive the shareholders.

2. In any event, the royal decree will reserve the right to extend the life of the company and to continue the operation of the company, provided that the agreement is adopted within three months, to the shareholders, meeting in general meeting the publication of the royal decree.

Section 2. The liquidators

Article 374. Cessation of administrators.

1. With the opening of the settlement period, the administrators shall cease to be responsible, with the power of representation being extinguished.

2. The former administrators, if required, shall provide their collaboration for the practice of settlement operations.

Article 375. The liquidators.

1. With the opening of the settlement period, the liquidators shall assume the functions set out in this law, and shall ensure the integrity of the social patrimony as long as it is not liquidated and distributed among the partners.

2. The rules laid down for administrators who do not object to the provisions of this Chapter shall apply to liquidators.

Article 376. Appointment of liquidators.

1. In the limited liability company, those who are administrators at the time of the dissolution of the company shall be converted into liquidators, unless otherwise specified in the statutes or, when the dissolution is agreed upon, the the general meeting.

2. In the public limited liability company where the statutes have not established rules on the appointment of liquidators, it shall be for the general meeting to be appointed. The number of liquidators will always be odd.

3. In cases where the dissolution would have been the result of the opening of the liquidation phase of the company in the competition of creditors, the appointment of liquidators shall not proceed.

Article 377. Coverage of vacancies.

1. In the event of the death or termination of the sole liquidator, of all the liquidators, of any of the liquidators acting jointly, or of the majority of the liquidators acting in a collective manner, without any alternates, any Member or person with legitimate interest may request from the judge of the commercial domicile the general meeting for the appointment of the liquidators. In addition, any of the liquidators who remain in the office may convene the general meeting with that sole object.

2. Where the meeting convened in accordance with the above paragraph does not apply to the appointment of liquidators, any interested party may request his appointment to the court of business of the registered office.

Article 378. Duration of the charge.

Unless otherwise provided in the statutes, the liquidators shall exercise their position for an indefinite period.

Article 379. Proxy power.

1. Unless otherwise provided in the statutes, each liquidator shall be responsible for the power of representation.

2. The representation of the liquidators extends to all those operations that are necessary for the liquidation of the company.

3. Liquidators may appear in court on behalf of the company and arrange transactions and arbitrations where appropriate to the social interest.

Article 380. Separation of liquidators.

1. The separation of the non-judicially appointed liquidators may be agreed by the general meeting even if it is not on the agenda. If the liquidators have been designated in the social statutes, the agreement shall be adopted with the requirements of a majority, and in the case of anonymous quorum companies, established for the amendment of the statutes.

The liquidators of the public limited liability company may also be separated by a judicial decision, by fair cause, at the request of shareholders representing the 20th part of the share capital.

2. The separation of the liquidators appointed by the judge may be decided by the judge only, on the basis of which he has established a legitimate interest.

Article 381. Controllers.

1. In the event of the liquidation of public limited liability companies, shareholders representing the twentieth part of the share capital may ask the judge of the business of the registered office to appoint a financial controller to finance the operations of the company. settlement.

2. If the company has issued and has outstanding obligations, it may also appoint a financial controller to the bondholders ' union.

Article 382. Public intervention in the liquidation of the public limited liability company.

In public limited liability companies, where the assets to be settled and divided are large, the shares or bonds, or the importance of the settlement, are distributed to a large number of holders. any other cause justifies it, the Government may designate a person to be responsible for intervening and presiding over the liquidation of the company and for ensuring compliance with the laws and the social status.

Section 3. Settlement Operations

Article 383. Initial duty of the liquidators.

Within three months of opening the settlement, the liquidators shall draw up an inventory and a balance sheet of the company with reference to the day on which it was dissolved.

Article 384. Social operations.

It is up to the liquidators to complete the pending operations and make the new ones that are necessary for the liquidation of the company.

Article 385. Recovery of claims and payment of social debts.

1. It is up to the liquidators to receive the social credits and pay the social debts.

2. In the case of public limited liability companies, the liquidators shall receive the outstanding disbursements which were agreed upon at the time of the settlement. They may also require other outstanding disbursements until the nominal amount of the shares is completed in the amount necessary to satisfy the creditors.

Article 386. Accounting and conservation duties.

Liquidators must keep the company's accounts, as well as carry and guard the books, documentation and correspondence of the company.

Article 387. Duty to dispose of social goods.

1. The liquidators must dispose of the social goods.

2. In public limited liability companies, the real estate will necessarily be sold in public auction.

Article 388. Duty of information to the partners.

1. The liquidators shall regularly inform the partners and the creditors of the state of the liquidation by the means which in each case are deemed to be most effective.

2. If the settlement is extended by a longer period than the time allowed for the approval of the annual accounts, the liquidators shall submit to the general meeting and publish in the Official Gazette of the Trade Register, within the first six months of the each financial year, an annual statement of accounts and a detailed report which make it possible to assess the situation of the company and the progress of the liquidation.

Article 389. Judicial replacement of liquidators by excessive duration of settlement.

1. After three years from the opening of the settlement without the final balance of liquidation having been submitted to the general meeting, any partner or person with a legitimate interest may request the judge from the the separation of the liquidators.

2. The judge, after hearing the liquidators, shall agree to the separation if there is no cause to justify the delay and appoint liquidators to the person or persons he/she has as appropriate, setting out his/her arrangements for action.

3. No recourse shall be made against the decision on the separation and appointment of liquidators.

Article 390. Final settlement balance sheet.

1. Settlement operations shall be completed, the liquidators subject to the approval of the general meeting a final balance sheet, a complete report on such operations and a project of division between the partners of the resulting asset.

2. The approval agreement may be challenged by the partners who have not voted in favour of the agreement within two months from the date of its adoption. Upon admitting the challenge, the judge shall immediately agree to the pretrial of the challenge in the Commercial Register.

Section 4. The division of social heritage

Article 391. Division of social heritage.

1. The division of the assets resulting from the liquidation shall be carried out in accordance with the rules laid down in the statutes or, failing that, those laid down by the general meeting of shareholders.

2. The liquidators shall not be able to satisfy the settlement fee to the partners without prior satisfaction to the creditors of the amount of their claims or without entering into a credit institution of the municipality in which they radiate the registered office.

Article 392. The right to the settlement fee.

1. Unless otherwise provided for in the social statutes, the settlement fee for each member shall be proportional to its share in the share capital.

2. In the case of public limited liability companies, if all the shares were not released in the same proportion, the shareholders who had paid higher amounts the excess over the contribution would be repaid in the first place. of which it has paid less and the remainder shall be distributed among the shareholders in proportion to the nominal amount of their shares.

Article 393. Content of the right to the settlement fee.

1. Unless unanimous agreement of the partners, they shall be entitled to receive in money the quota resulting from the liquidation.

2. The statutes may establish in favour of one or more members the right of the payment resulting from the liquidation to be satisfied by the return of the non-cash contributions made or by the delivery of other goods. social assets, if they remain in the social estate, which will be appreciated in their real value at the time of the approval of the project of division between the partners of the resulting asset.

In this case, the liquidators must first dispose of the other social goods and if, once the creditors are satisfied, the resulting asset is insufficient to satisfy all the partners their settlement fee, the partners with the right to receive it in kind, they must pay the other partners in advance for the difference.

Article 394. Payment of the settlement fee.

1. After the end of the final assessment of the liquidation balance, without any claims being made or the judgment having been settled, the payment of the settlement fee shall be made to the members. When there are unexpired credits, the payment will be pre-secured.

2. Unclaimed settlement fees within 90 days of the payment agreement shall be entered in the General Deposit Box, at the disposal of its rightful owners.

Section 5. The extinction of society

Article 395. Public deed of extinction of society.

1. The liquidators shall grant public deed of extinction of the company which shall contain the following manifestations:

(a) That the deadline for the impeachment of the final balance approval agreement has elapsed without any objections being made or that the judgment that has been resolved has reached firm agreement.

(b) The payment of the creditors or the entry of their claims has been made.

c) That the partners have been satisfied with the settlement fee or entered their amount.

2. The final settlement balance and the relationship of the members shall be incorporated into the public deed, including the identity and the value of the settlement fee that has been allocated to each of the partners.

Article 396. Cancellation of registration seats.

1. The public deed of extinction shall be entered in the Trade Register.

2. The final balance of settlement shall be entered in the register and the identity of the members and the value of the settlement fee which has been allocated to each of them shall be recorded and all seats shall be cancelled. relating to the company.

3. The liquidators shall deposit in the Mercantile Register the books and documents of the extinct company.

Article 397. Requirement of liability to liquidators after the cancellation of the company.

1. The liquidators of the limited liability company shall be liable to the partners and creditors for any damage they have caused to them or to blame for the performance of their duties.

2. The liquidators of the public limited liability company shall be liable to the shareholders and the creditors of any damage they have caused to them with fraud or gross negligence in the performance of their duties.

3. This responsibility will be demanded in ordinary judgment.

Section 6.

Article 398. Active overcome.

1. If the seats relating to the company are cancelled, if the liquidators appear, the liquidators must give the old members the additional share corresponding to them, after conversion of the goods into money where necessary.

2. Six months after the liquidators have been required to comply with the above paragraph, without having awarded to the former partners the additional fee, or in the event of default of liquidators, any The person concerned may ask the judge of the last registered office for the appointment of a person to replace them in the performance of his duties.

Article 399. Passive overcome.

1. The former partners will respond jointly and severally to the unsatisfied social debts up to the limit of what they would have received as a settlement fee.

2. The liability of the partners is without prejudice to the liability of the liquidators.

Article 400. Formalisation of legal acts after the cancellation of the company.

1. For the fulfilment of requirements in the form of legal acts prior to the cancellation of the seats of the company, or where necessary, the former liquidators may formalise legal acts on behalf of the extinct company after the registration is cancelled.

2. By default of liquidators, any interested party may request the formalisation by the judge of the address of the company.

TITLE XI

Obligations

CHAPTER I

The issuance of the obligations

Article 401. Issuing company.

1. The public limited liability company and the holding company may issue numbered series of bonds or other securities that recognise or create a debt.

2. Except as provided for in special laws, securities which recognise or create a debt issued by a public limited liability company shall be subject to the arrangements laid down for obligations under this Title.

Article 402. Legal prohibition.

The limited liability company may not agree or guarantee the issuance of obligations or other marketable securities grouped in emissions.

Article 403. Conditions of the issue.

It will be necessary for the issuance of obligations to establish a defense association or a union of bondholders and the designation, by society, of a person who, with the name of the commissioner, will participate in the granting of the contract of issue on behalf of future bondholders.

Article 404. Guarantees of the issue.

1. The total emission may be guaranteed in favour of the present and future holders of the securities, in particular:

a) With mortgage or real estate mortgage.

b) With securities, which must be deposited with a credit institution.

c) With unmoved garment.

d) With guarantee from the State, Autonomous Community, Province or Municipality.

e) With credit institution solidarity endorsement.

f) With the support of a mutual guarantee company registered in the special register of the Ministry of Economy and Finance.

2. In addition to the guarantees referred to above, the obligationists may make the claims on the other assets, rights and shares of the debtor institution effective.

Article 405. Maximum limit.

1. The total amount of the emissions shall not exceed the paid-up share capital, plus the reserves included in the last approved balance sheet and the balance sheet and balance sheet adjustment accounts, where they have been accepted by the Ministry. Economy and Finance.

2. In cases where the issue is secured with a mortgage, a securities item, a public guarantee or a credit institution's solidarity guarantee, the limitation set out in the previous paragraph shall not apply.

3. In the event that the issue is guaranteed with a solidarity guarantee of mutual guarantee, the limit and other conditions of the guarantee will be determined by the guarantee capacity of the company at the time of its loan, according to its specific regulations.

Article 406. General meeting competence.

The conditions of each issue, as well as the ability of the company to formalize them, when they have not been regulated by law, will be subject to the clauses contained in the social statutes, and to the agreements adopted by the general meeting with the quorum of the constitution laid down in Article 194 and with the majority required in the second paragraph of Article 201.

Article 407. Public writing and enrollment.

1. The issuance of obligations shall always be recorded in public deed, which shall contain the following data:

(a) The name, capital, object and address of the issuing company.

(b) The terms and conditions of the issue and the time and time when the subscription is to be opened.

(c) The nominal value, interest, maturity and premiums and lots of the obligations, if any.

d) The total amount and the series of the securities to be launched on the market.

e) The warranties of the issue.

(f) The fundamental rules governing the legal relations between the company and the trade union and its characteristics.

2. Obligations may not be put into circulation until the writing has been entered in the relevant records.

Item 408. Announcement of the issue.

1. It shall be a prerequisite for the subscription of the obligations or for their placing on the market, the announcement of the issue by the company in the Official Gazette of the Trade Register which shall contain at least the same data as previous article and the name of the commissioner.

2. The administrators of the company who fail to comply with the above paragraph shall be jointly and severally liable for the damage caused to them by fault or negligence.

Article 409. Subscription.

The underwriting of the obligations implies for each obligationist the full ratification of the contract of issuance and its adherence to the union.

Article 410. Priority status.

1. The first emissions shall be prelating to the subsequent emissions in respect of the free heritage of the issuing company, whatever the subsequent variations in its capital.

2. The rights of the obligationists in relation to the other social creditors shall be governed by the general rules determining their ranking and, where applicable, by the provisions of the Law on Insolvency.

Article 411. Reduction of capital and reserves.

1. Unless the issue is secured with a mortgage, a securities pledge, a public guarantee or a credit institution, the consent of the bondholders ' union shall be specified in order to reduce the number of the social capital or the the amount of the reserves, so that the initial ratio between the sum of these reserves and the amount of the outstanding debt repayments is reduced.

2. The consent of the bond union shall not be necessary at the same time as the capital of the company is increased from the accounts for the adjustment and updating of balance sheets or reserves.

CHAPTER II

Representation of the obligations

Article 412. Representation of the obligations.

1. The obligations may be represented by means of securities or by means of annotations on account.

2. The obligations represented by securities may be either nominative or bearer, they shall be enforceable and shall be transferable subject to the provisions of the Trade Code and applicable laws.

3. The obligations represented by means of account entries shall be governed by the regulatory rules of the securities market.

Article 413. Title of the obligation.

The titles of an issue must be the same and contain:

a) Your specific designation.

b) The characteristics of the issuing company and, in particular, the place in which it is to be paid.

c) The date of the write of the issue and the designation of the notary and the respective protocol.

d) The amount of the issue, in euros.

e) The number, nominal value, interest, maturity, premiums and lots of the title, if any.

f) The warranties of the issue.

g) The signature at least one administrator.

CHAPTER III

Convertible obligations

Article 414. Requirements of the issue.

1. The company may issue convertible bonds in shares, provided that the general meeting determines the basis and modalities of the conversion and agrees to raise capital in the amount necessary.

2. Administrators shall draw up, before the meeting of the Board, a report explaining the bases and modalities of the conversion, which shall be accompanied by another auditor of accounts, other than the auditor of the company, designated for that purpose by the Commercial Register.

Article 415. Legal prohibitions.

1. Convertible debentures cannot be issued for a figure below their nominal value.

2. Convertible debentures cannot be converted into shares when the nominal value of those securities is lower than that of the shares.

Article 416. Preferential subscription right.

1. The shareholders of the company shall have the right of preferential subscription to the convertible debentures.

2. The right of preferential subscription of the convertible securities to shares shall be governed by the provisions of Articles 304 to 306.

Article 417. Deletion of the preferred subscription right.

1. With the requirements laid down for the amendment of the social statutes, the general meeting, when deciding on the issue of convertible debentures, may agree to the total or partial abolition of the right of preference of the partners in cases where the interest of the company so requires.

2. To be valid, the exclusion agreement of the right of preference will be necessary:

a) That the proposal be justified in detail in the administrators ' report.

(b) A technical judgment on the reasonableness of the data contained in the administrators ' report and on the suitability of the conversion ratio, and, where applicable, of its data, is contained in the auditor's report. Adjustment formulas to compensate for any dilution of the economic participation of shareholders.

(c) The proposal for the deletion of the right of preference has been made in the meeting of the Board of Directors.

Article 418. Conversion.

1. Unless the general meeting has established another procedure when the issue is agreed upon, the obligationists may at any time request the conversion. In this case, within the first month of each semester, the directors shall issue the shares corresponding to the obligationists who have applied for the conversion during the preceding six months and shall register during the following month in the Register Mercantile the capital increase corresponding to the shares issued.

2. In any event, the general meeting shall indicate the maximum period for the conversion to take effect.

As long as this is possible, if there is an increase in capital from reserves or the capital is reduced by losses, the exchange rate of the bonds by shares must be changed, in proportion to the amount of the increase or the reduction in such a way as to affect the shareholders and the bondholders in the same way.

3. The general meeting may not agree to the reduction of capital by way of restitution of its contributions to the shareholders or to the remission of the passive dividends, as long as there are convertible bonds, unless, on a prior and sufficient basis guarantees, the obligation to carry out the conversion is offered to the obligationists.

CHAPTER IV

The bondholders ' union

Article 419. Union constitution.

The bondholders ' union shall be constituted, once the issuance is entered, among the acquirers of the obligations as they are receiving the securities or the annotations are performed.

Article 420. Union expenses.

The normal expenses incurred by the union shall be borne by the issuing company, without in any event exceeding two percent of the annual interest accrued on the obligations issued.

Article 421. General assembly of obligationists.

The commissioner, as soon as the issue is signed, will convene the general assembly of obligationists, which must approve or censor his management, confirm him in the position or designate the person to replace him, and establish the the union's rules of procedure, in line with the rules laid down in the instrument of issuance.

Article 422. Faculty and obligation to convene the assembly.

1. The general assembly of obligationists may be convened by the directors of the company or by the commissioner. It shall also be called upon to be convened by obligationists representing, at least, one-twentieth of the issued and unamortized obligations.

2. The Commissioner may require the assistance of the directors of the company, and they may attend even if they have not been called.

Article 423. Form of call.

1. The convocation of the general assembly shall be made in such a way as to ensure its knowledge by the obligationists.

2. Where the assembly has to deal with or resolve matters relating to the modification of the terms of the loan or other similar transcendence, in the judgment of the commissar, it shall be convened in the manner laid down in this law for the general meeting of shareholders.

Article 424. Competence of the assembly.

The assembly of obligationists, duly convened, is presumed to have the power to agree on what is necessary for the best defense of the legitimate interests of the bondholders in the face of the issuing company, to modify, according to the (a) the guarantees established, dismissed or appointed to the commissar, exercising, where appropriate, the corresponding judicial proceedings and approving the costs incurred in the defence of the common interests.

Article 425. Agreements of the assembly.

1. The agreements adopted by the assembly in the form provided for in writing or by an absolute majority with assistance of two thirds of the obligations in circulation shall bind all the obligationists, including the non-assistants and the dissidents.

2. When the two thirds of the obligations in circulation are not met, the assembly may be called again one month after the first meeting, and the agreements may then be taken by an absolute majority of the parties. assistants. These agreements shall bind the obligationists in the same manner as set out in the previous paragraph.

3. The assembly agreements may, however, be challenged by the obligationists in accordance with the provisions of this law for the impeachment of the general meeting agreements.

Article 426. Individual actions.

Judicial or extrajudicial actions that correspond to the obligationists may be exercised individually or separately when they do not contradict the union's agreements, within their jurisdiction and are compatible with the powers that have been conferred on it.

Article 427. Commissioner.

1. The commissioner will be president of the bondholders ' union and, in addition to the powers conferred upon him in the issuing of the issuance and those attributed to him by the general assembly of the obligationists, he will have the legal representation of the union and may exercise the actions that correspond to it.

2. In any event, the commissioner shall be the body of relationship between the company and the union and, as such, may attend, with a voice and without a vote, the deliberations of the general meeting of the issuing company, inform the union's agreements and require from it the reports which, in his opinion, or to the assembly of the obligationists, interest them.

3. The Commissioner shall be responsible for the drawings which he has received, both for the award and the repayment of the obligations, and shall monitor the payment of the interest and the principal, where appropriate, and, in general, the common interest of the the obligationists.

Article 428. Intervention.

1. Where the issue has been made without any of the guarantees referred to in Article 404, the Commissioner shall have the power to examine the books of the company by himself or by another person, and to attend the meetings of the Council with a voice and without a vote. administration.

2. Where the company has delayed the payment of the interest due or the amortisation of the principal by more than six months, the Commissioner may propose to the council the suspension of any of the administrators and to convene the general meeting of the shareholders, if they do not do so when they consider that they should be replaced.

Article 429. Execution of warranties.

If the issue had been secured by mortgage or with a pledge and the company would have delayed the interest payment for more than six months, the commissioner, after agreement of the general assembly of the obligationists, will be able to execute the goods which constitute the guarantee to make payment of the principal with the interest due.

CHAPTER V

Repayment and redemption of obligations

Article 430. Rescue.

Society will be able to rescue the obligations issued:

a) For amortization or early payment, in accordance with the terms of the issuance.

(b) As a consequence of the agreements concluded between the company and the bond-holders ' union.

c) By acquisition in stock exchange, to write down them.

d) By conversion into shares, according to the headlines.

Article 431. Repetition of interests.

The interest of the amortized obligations that the bona fide copper obliging may not be subject to repetition by the issuing company.

Article 432. Reimbursement.

1. The company shall satisfy the amount of the obligations within the agreed time limit, with the premiums, lots and advantages to be fixed in the issue.

2. It shall also be obliged to hold the periodic draws in the terms and form provided for in the amortisation table, with the intervention of the Commissioner and in the presence of a notary, who shall draw up the relevant minutes.

The failure to comply with this obligation will authorize creditors to claim early repayment of the obligations.

Article 433. Cancellation of warranties.

1. In order to completely or partially cancel the guarantees of the issue, if the obligations are represented by means of securities, it will be necessary to present and stamp those or to inuse them, replacing them with others, according to the established for the replacement of the securities in Article 117, where the credit is subsisting without the guarantee.

If they are represented by means of account entries, the certificates issued by the entities in charge of the accounting records of the accounting records must be returned and the consequent seat of the modification to the corresponding record.

2. Except in the case that the rescue would have been carried out as a result of the agreements concluded between the company and the bondholders ' union, if the cancellation agreement had been validly adopted by the majority and the union did not could present all the titles.

TITLE XII

New Company Company

CHAPTER I

General provisions

Article 434. Legal regime.

The new company is regulated in this title as a specialty of the limited liability company.

Article 435. Social name.

1. The name of the new company shall consist of the two surnames and the name of one of the founding members followed by an alphanumeric code that allows the identification of the company in a unique and unequivocal manner.

The procedure for assigning the code will be regulated by order of the Minister of Economy and Finance.

2. The name of the company must necessarily include the indication 'Company Limited New Company' or its abbreviation 'SLNE'.

3. The social name shall be incorporated immediately into a special subsection of the Section of Denominations of the Central Mercantile Register, with the corresponding certification being established. Certificates of the name of the new company may be obtained by a member or by a third party on his behalf. The beneficiary or the person concerned in whose favour the certification is issued shall necessarily coincide with the founding partner in the name.

Article 436. Social object.

1. The new company will have as social object all or some of the following activities, which will be transcribed literally in the statutes: agricultural, cattle, forestry, fishing, industrial, construction, commercial, tourist, transport, communications, intermediation, professional or services in general.

2. In addition, the founding partners may include in the social object any singular activity other than the above. If the inclusion of such a singular activity results in a negative rating of the commercial registrar of the company's constitution, its registration, which shall be carried out, shall not be brought to a standstill without the singular activity in question, provided that the founding partners expressly consent to it in the writing of the constitution itself or later.

3. In no case may those activities for which the form of a public limited liability company be required or those whose financial year involves sole and exclusive purposes be included in the social object.

Article 437. Subjective requirements.

1. Only natural persons may be members of the new company.

2. At the time of the constitution, the partners may not exceed the number of five.

Article 438. Unipersonality.

1. They may not constitute or acquire the status of a single partner of a new company, who already have the status of unique partners of another new company.

To that effect, in the writing of the constitution of the new one-person company or in the deed of acquisition of such a character it will be stated by the single partner that does not have the same condition in another new society company.

2. The statement of unpersonality of the new company may be made in the same deed as that which is the case.

CHAPTER II

constitutive requirements

Article 439. Processing of the constitution of the company.

1. The procedures necessary for the granting and registration of the writing of the new company's constitution may be carried out through electronic, computer and telematic techniques.

2. Referrals and notifications made by notaries and merchant registrars will be covered with advanced electronic signature.

Article 440. Writing of constitution.

1. The telematic referral to the Commercial Registry of the authorized copy of the constitution of the company may only be carried out by the notary, in accordance with the provisions of the legislation on the incorporation of electronic techniques, computer and telematics for preventive legal security, as well as for other registers or public administrations, where necessary.

By way of derogation from the preceding paragraph, the founding members may, prior to the granting of the deed of incorporation, exempt the notary from the obligations laid down in this Article and appoint a representative for the completion of the procedures leading to the constitution of the company in accordance with the general rules or express its willingness to do so for themselves. In this case, the notary shall issue the first authorised copy on paper within a period not exceeding 24 hours from the authorisation of the writing of the company's constitution.

2. The notary who is to authorize the writing of the company shall check, in accordance with the legislation of the register, that there is no earlier social name identical to that of the company to be constituted. Once the above verification has been done, it will proceed immediately to its granting.

3. Once the writing is authorized, the notary will immediately forward it, together with the electronic single document, to the tax administrations competent to obtain the company's tax identification number, to present, in its In accordance with the provisions of the tax legislation, the self-validation of the tax that will be serious and will transmit the copy authorized for registration in the Commercial Register.

Article 441. Registration of the company.

1. Whatever form of processing, and provided that the official indicative social statutes are used, the commercial registrar must qualify and register, where appropriate, the writing of the constitution within the maximum period of 24 hours, to be counted from the moment of the seat of presentation or, if there are subsable defects, from the moment of presentation of the documents of the healing. The registration shall be carried out in a special section set up for this purpose.

2. In the event that the commercial registrar adversely qualifies the title presented, it shall inform the notary of the writing of the constitution and, where appropriate, the representative who, for that purpose, the founding members have appointed in within 24 hours of the presentation. It shall also notify the competent tax administrations.

If the nature of the lack of appreciation allows for its sub-healing of trade by the notary and this is in accordance with the qualification, it will proceed to its healing within the maximum period of twenty-four hours, to count from the moment the notification of the qualification of the merchant registrar, giving an account of the remedy to the founding members or their representatives.

Article 442. Formalities after the registration of the company.

1. Immediately after registration, the merchant registrar shall notify the notary authorizing the recording data for his/her finding in the matrix script and the copies he issues, and he/she will forward the corresponding part of the single electronic document to which the register of the company has been incorporated.

The notary shall issue the authorized copy in support of the writing of the constitution of the company within a period not exceeding twenty-four hours, from the notification of the data recorded by the registrar mercantile. It shall state the number of the company's tax identification and the reference of the copy of the instrument of incorporation and the single electronic document to the competent tax authorities, in order to ensure that they are send the definitive tax identification number of the company to the founding members. Similarly, at the request of the founding partners, it will proceed to the referral of the documents necessary for the fulfilment of the obligations in the field of social security.

2. Registered the company, the commercial registrar will transmit to the Central Mercantile Registry the data concerning the social acts of the society in the form and timelimits established. It shall also, at the request of the founding partners or their representatives, carry out the other communications required.

CHAPTER III

Social capital and social interests

Article 443. Social capital.

1. The social capital of the new company may not be less than three thousand twelve euros and not more than one hundred and twenty thousand two hundred two euros.

2. The share capital may only be disbursed through cash contributions.

Article 444. Subjective requirements in the transmission of social participations.

1. As a result of the transmission of social units, the number of five partners may be exceeded.

2. Voluntary transmission by means of live acts of social participation may only be carried out in favour of natural persons.

If social participations are acquired by legal persons, they shall be in favor of natural persons within three months, counted from the acquisition. If not, the new company will be subject to the general rules of the limited liability company, without prejudice to the responsibility of the administrators not to adopt the appropriate adaptation agreement of the social statutes.

Article 445. Accreditation of the partner condition.

1. It will not be necessary to take the book from the partner register, crediting the status of the partner through the public document with which it would have been acquired.

2. The transfer of the status of members and the establishment of limited real rights on social interests shall be notified to the administrative body by means of the reference to the public document in which it appears.

3. The administrative body must notify the other partners of the transfer, the constitution of actual rights or the seizure of social interests as soon as it becomes aware that they have been produced, being responsible for the prejudice that failure to comply with this obligation may result.

CHAPTER IV

Social organs

Article 446. General meeting.

The general meeting of the new company may also be convened by registered mail with acknowledgement of receipt to the address indicated for this purpose by the partners and by telematic procedures that make the partner the knowledge of the call by means of the actual accreditation of the sending of the electronic message of the call or the acknowledgement of the partner's receipt.

In these cases, the announcement in the Official Gazette of the Commercial Register or in any newspaper will not be necessary.

Article 447. Structure of the administrative body.

1. The administration may be entrusted to a single-member body or to a multi-personnel body, the members of which shall act jointly or jointly. Where the administration is assigned to a multi-personnel body, it shall in no case take the form and the operating system of an administrative board.

2. The representation of the society and the certification of the social agreements will correspond, if there is a single administrator, to this one; case of existing several solidarity managers, to any one of them; and in the case of existing several Joint administrators, two of them.

Article 448. Status of administrators.

1. To be appointed administrator will require the status of partner.

2. The office of administrator may be paid in the form and amount decided by the general meeting.

3. Administrators shall exercise their position for an indefinite period. However, an administrator may be appointed for a given period by agreement of the general meeting following the constitution of the company.

Article 449. Removal of the administrator charge.

1. The removal of the post of administrator shall require agreement of the general meeting, which may be adopted, even if not on the agenda of the meeting, by the ordinary majority provided for in Article 198, without the statutes being able to require a a majority of more than two thirds of the votes for the shares in which the share capital is divided.

2. The partner affected by the removal of his post of administrator will not be able to exercise the right to vote corresponding to his social interests, which will be deducted from the social capital for the computation of the majority of the required votes.

CHAPTER V

Statutory Amendments

Article 450. Amendment of statutes.

1. In the new company, only changes in the name, in the registered office and, within the limits set in this law, may be made in the social capital.

2. The above paragraph shall not apply in the case of the conversion of the new company into a limited liability company, in accordance with the provisions of this law.

Article 451. Modification of the social name.

1. The notary who is to authorize the change of name of the company shall verify, in accordance with the legislation of the register, that there is no earlier social name identical to that which is intended to be adopted.

To do this, the notary will incorporate in the writing of change of social denomination the telematic certification of social denomination issued by the Central Mercantile Registry with recognized electronic signature of its holder. The incorporation shall be carried out in accordance with the terms of Article 113.1 of Law 24/2001 of 27 December.

2. If the partner whose name and surname appears in the name of the company loses that status, the company shall be obliged to amend its name immediately.

Article 452. Increase in social capital over the maximum limit.

If the partners agree to increase the share capital above the ceiling set in this law, they should also establish whether they opt for the transformation of the new company into any other social type or if continue their operations in the form of a limited liability company.

CHAPTER VI

Dissolution

Article 453. Dissolution.

1. The new company will be dissolved by the causes established in this law for the limited liability company and, moreover, as a result of losses that leave the net worth to an amount less than half of the capital for at least six months, unless the net worth is restored within that period.

2. In any case, the provisions of Articles 364 to 367 shall apply.

CHAPTER VII

Limited liability company conversion

Article 454. Continuation as a limited liability company.

1. The company new company will be able to continue its operations in the form of society of limited liability, for which it will require agreement of the general meeting and adaptation of the social statutes of the society new company to the established for the setting up a limited liability company.

For the adoption of both agreements the ordinary majority will suffice.

2. The writing of the adaptation of the social statutes must be submitted to the registration in the Commercial Register within the maximum period of two months after the adoption of the general meeting agreement.

TITLE XIII

European Public Limited Company

CHAPTER I

General provisions

Article 455. Scheme of the European public limited company.

The European Company (SE) having its registered office in Spain shall be governed by the provisions of Regulation (EC) No. Council Regulation (EC) No 2157/2001 of 8 October 2001 on the provisions of this Title and on the law governing the involvement of workers in European public limited liability companies.

Article 456. Prohibition of identity of names.

A European public limited company which is to have its registered office in Spain whose name is identical to that of another pre-existing Spanish company cannot be entered in the Register.

Article 457. Registration and publication of acts relating to the European public limited liability company.

1. The draft constitution of a European public limited company which will have its registered office in Spain shall be deposited in the Register.

2. The constitution and other acts of a European public limited company which has its registered office in Spain shall be entered in the Register in accordance with the provisions of the public limited liability companies.

3. The acts and data of a European public limited company with its registered office in Spain shall be made public in the cases and form provided for in the general provisions applicable to public limited liability companies.

CHAPTER II

Social address and transfer to another member state

Article 458. Registered office.

The European public limited company must establish its registered office in Spain when its central administration is located within the Spanish territory.

Article 459. Discordance between registered address and real address.

When a European company domiciled in Spain ceases to have its central administration in Spain, it must regularise its situation within one year, either by re-establishing its central administration in Spain, or moving its registered office to the Member State in which it has its head office.

Article 460. Procedure for regularisation.

European public limited liability companies, which are in the case described in the previous article that do not regulate the situation within one year, must be dissolved in accordance with the general scheme provided for in this law. Government to designate the person who is responsible for intervening and presiding over the liquidation and to ensure compliance with the law and the social status.

Article 461. Right of separation.

In the event that a European company with its registered office in Spain agrees to transfer it to another Member State of the European Union, shareholders who vote against the change of domicile agreement may be separated from the society in accordance with the provisions of this law for the cases of separation of the partner.

Article 462. Right of opposition of creditors.

Creditors whose credit was born before the date of publication of the draft transfer of the registered office to another Member State shall have the right to object to the transfer in the terms laid down in this law for the right of opposition.

Article 463. Pre-shipment certification.

The commercial registrar of the registered office, in the light of the data obtained in the Register and in the public deed of transfer, shall certify the performance of the acts and formalities to be carried out by the company before the move.

Article 464. Opposition to the transfer of domicile to another Member State.

1. The transfer of the registered office of a European public limited company registered in Spanish territory which would entail a change in the applicable law shall not take effect if the Government, on a proposal from the Minister of Justice or the Autonomous Community where the public limited company has its registered office, is opposed for reasons of public interest.

Where the European public limited liability company is subject to supervision by a supervisory authority, the opposition may also be subject to such authority.

2. Once the deposit has been made, the merchant registrar shall, within five days, communicate to the Ministry of Justice, the Autonomous Community where the public limited company has its registered office and, where appropriate, the authority of the monitoring of the submission of a project to transfer the address of a European public limited company.

3. The agreement of opposition to the transfer of domicile shall be made within two months of the date of publication of the project for the transfer of domicile. The agreement may be brought before the competent judicial authority.

CHAPTER III

Constitution

Section 1. General Provisions

Article 465. Participation of other companies in the formation of a European public limited company.

In addition to the companies listed in Regulation (EC) No 2157/2001, companies which, even if they do not have their administration, may participate in the formation of a European public limited company in Spain, in addition to the companies listed in Regulation (EC) No 2157/2001. (a) central to the European Union, constituted under the legal order of a Member State, have in it its domicile and an effective and continuous link with the economy of a Member State.

It is presumed that there is effective linkage when the company has an establishment in that Member State from which it directs and conducts its operations.

Article 466. Opposition to the participation of a Spanish company in the formation of a European public limited company by merger.

1. The Government, acting on a proposal from the Minister of Justice or the Autonomous Community where the public limited company has its registered office, may object for reasons of public interest to a Spanish company participating in the constitution by merger of a European public limited company in another Member State.

When the Spanish company participating in the formation of a European public limited company by merger is subject to the supervision of a supervisory authority, the opposition to its participation may also be made by that authority.

2. Once the deposit of the draft terms of merger has been effected, the commercial registrar shall, within five days, communicate to the Ministry of Justice, the Autonomous Community where the public limited company has its registered office and, where appropriate, the the relevant surveillance authority, such deposit, so that they can formulate their opposition to the merger.

3. The opposition shall be made before the issue of the certificate referred to in Article 469. The opposition agreement may be brought before the competent judicial authority.

Section 2. Constitution by merger

Article 467. Appointment of experts or experts to report on the draft terms of merger.

In the event that one or more Spanish companies participate in the merger or when the European public limited company is to establish its registered office in Spain, the commercial registrar shall be the competent authority for, on request, of the merging companies, designate one or more independent experts to draw up the single report provided for in Article 22 of Regulation (EC) No 2157/2001.

Article 468. Right of separation of shareholders.

The shareholders of Spanish companies who vote against the agreement of a merger involving the formation of a European public limited company domiciled in another Member State may be separated from the company in accordance with the The law of the law for the cases of separation of partners. The shareholders of a Spanish company which is absorbed by a European public limited company domiciled in another Member State shall have the same right.

Article 469. Certification regarding the society that is merged.

The commercial registrar of the registered office, in the light of the data obtained in the Register and in the public deed of merger presented, will certify the fulfillment by the Spanish public limited company that is merged with all acts and formalities prior to the merger.

Article 470. Registration of the company resulting from the merger.

In the event that the European public limited company resulting from the merger establishes its registered office in Spain, the commercial registrar of the registered office shall check the existence of the certificates of the competent authorities of the countries concerned. in which the foreign companies participating in the merger and the legality of the proceedings in respect of the completion of the merger and the formation of the European public limited company had their domicile.

Section 3. Constitution by holding company

Article 471. Advertisement of the draft constitution.

1. The directors of the Spanish company or companies participating in the formation of a European holding company must deposit the draft constitution of this company in the relevant Mercantile Register. Once the deposit has been made, the registrar shall communicate the fact of the deposit and the date on which it would have taken place to the central merchant registrar, for immediate publication in the Official Gazette of the Commercial Registry.

2. The general meeting to decide on the operation shall not be held before the date of the publication referred to in the preceding paragraph at least one month after the date of the publication.

Article 472. Appointment of experts or experts to report on the draft constitution.

1. The competent authority for the appointment of an expert or independent expert referred to in Article 32 (4) of Regulation (EC) No 2157/2001 shall be the business registrar of the address of each Spanish company promoting the the establishment of a European public limited company holding or the domicile of the future European public limited company.

2. The request for appointment of an expert or independent expert shall be made in accordance with the provisions of the Regulation of the Trade Register.

Article 473. Protection of the partners of the companies participating in the constitution.

Partners in companies promoting the formation of a European public limited company holding that they have voted against the agreement of their constitution may be separated from the company of which they are a party in accordance with the provisions of the provided for in this law for the separation of partner cases.

Section 4. th Constitution by transformation

Article 474. Transformation of an existing public limited company into a European public limited company.

In the case of the formation of a European public limited company by the transformation of a Spanish public limited company, its administrators will draft a transformation in accordance with the provisions of Regulation (EC) No 2157/2001 and a report explaining and justifying the legal and economic aspects of the transformation and indicating the consequences for shareholders and workers for the adoption of the form of a public limited liability company. " The processing project shall be deposited in the Trade Register and shall be published in accordance with Article 471.

Article 475. Certification of experts.

One or more independent experts, appointed by the merchant registrar of the registered office of the society, shall certify, before the general meeting to approve the transformation project and the the statutes of the European public limited company, which the company has sufficient net assets, at least for the coverage of the capital and reserves of the European public limited liability company.

CHAPTER IV

Social organs

Section 1. Administration Systems

Article 476. Statutory option.

The European public limited company which is located in Spain may opt for a single or dual management system, and shall include it in its statutes.

Article 477. Monist system.

If a monistic management system is to be opted for, it shall apply to its administrative body, as set out in this law, for the directors of the public limited liability companies, as soon as they are not contradicted by the (a) the provisions of Regulation (EC) No 2157/2001 and the law governing the involvement of employees in European public limited liability companies.

Section 2. Dual System

Article 478. Dual system organs.

In the event that a dual management system is chosen, there will be an address and a Control Board.

Article 479. The faculties of the address.

1. The management and representation of the company correspond to the management.

2. Any limitation to the powers of directors of European public limited liability companies, even if they are registered in the Register, will be ineffective against third parties.

3. The ownership and scope of the representation power of the directors shall be governed in accordance with the provisions of the administrators in this law.

Article 480. Ways to arrange the address.

1. The management may be entrusted, in accordance with the statutes, to a single director, to several directors acting jointly or jointly or to a board of directors.

2. Where management is jointly entrusted to more than two persons, they shall constitute the governing board.

Article 481. Composition of the Board of Directors.

The address board will consist of a minimum of three members and a maximum of seven.

Article 482. Determining the number of the address members.

The statutes of the company, when they do not determine the specific number, shall set the maximum and minimum number, and the rules for their determination.

Article 483. Organisation, operation and arrangements for the adoption of management board agreements.

Except as provided for in Regulation (EC) No 2157/2001, the organisation, operation and arrangements for the adoption of management board agreements shall be governed by the provisions laid down in the social statutes and, failing that, by way of in this law for the board of directors of public limited liability companies.

Article 484. Limit to vacancy coverage in the address by a control board member.

The duration of the appointment of a member of the Board of Control to fill a vacancy in the address pursuant to Article 39.3 of Regulation (EC) No 2157/2001 shall not exceed the year.

Article 485. Operation of the control board.

It shall apply to the supervisory board as provided for in this law for the operation of the board of directors of public limited liability companies as soon as they do not contradict the provisions of Regulation (EC) No 2157/2001.

Article 486. Appointment and revocation of members of the supervisory board.

The members of the supervisory board shall be appointed and revoked by the general meeting, without prejudice to the provisions of Regulation (EC) No 2157/2001, in the law governing the involvement of workers in public limited liability companies.

a) the European Union and its Member States.

Article 487. Representation in front of the control board members.

The representation of the society in front of the members of the management corresponds to the control board.

Article 488. Management assistance to the control board meetings.

The control board, when it deems appropriate, may convene the members of the management to attend their meetings with a voice but without a vote.

Article 489. Operations subject to prior authorisation of the control board.

The control board may agree that certain management operations shall be subject to prior authorisation. The lack of prior authorisation shall be inapplicable to third parties unless the company proves that the third party has acted in fraud or in bad faith to the detriment of the company.

Article 490. Responsibility of the members of the administrative bodies.

The provisions on liability provided for the managers of capital companies shall apply to the members of the administrative, management and supervisory bodies in the field of their respective bodies. functions.

Article 491. Impeachment of agreements of the administrative bodies.

Members of each collegiate body may challenge the null or void agreements of the council or commission to which they belong within one month of their adoption. Shareholders representing at least five per cent of the share capital may also be challenged by such agreements within one month of their knowledge, provided that one year has not elapsed since their adoption.

Section 3. General Board

Article 492. Convening of the general meeting in the dual system.

1. In the dual system of administration, the competence for the convening of the general meeting corresponds to the management. Management shall convene the general meeting upon request by shareholders who hold at least five percent of the share capital.

2. If the meetings are not convened within the time limits laid down in Regulation (EC) No 2157/2001 or the statutes, they may be held by the supervisory board or, at the request of any partner, by the judge of the commercial office in accordance with the what is planned for the general meetings in this law.

3. The supervisory board may convene the general meeting of shareholders when it considers it appropriate for the social interest.

Article 493. Deadline for convening the general meeting.

The general meeting of the European public limited company shall be convened at least one month before the date set for its conclusion.

Article 494. Inclusion of new issues on the agenda.

Minority shareholders who hold, at least, five percent of the share capital will be able to request the inclusion of issues on the agenda of the general meeting already convened, as well as request the call for the extraordinary general meeting, as laid down in this law. The complement to the call shall be published 15 days in advance at least to the date set for the meeting of the board.

TITLE XIV

Quoted anonymous companies

CHAPTER I

General provisions

Article 495. Concept.

1. Listed companies are public limited companies whose shares are admitted to trading on an official secondary stock market.

2. For all matters not provided for in this Title, listed companies shall be governed by the provisions applicable to public limited liability companies, in addition to the other rules applicable to them.

CHAPTER II

Specialties in the matter of actions

Section 1. Action Representation

Article 496. Representation of shares in listed companies.

1. Shares and bonds which are intended to be admitted or admitted to trading on an official secondary stock market shall necessarily be represented by means of an account being taken into account.

2. As soon as the securities are taken into account, the titles in which they were previously reflected will be amortised in full, and the cancellation of the securities shall be given by means of notices in the Official Journal of the Register. Mercantile, in those corresponding to the Stock Exchanges and in three daily newspapers of maximum circulation in the national territory.

3. The government, after a report by the National Securities Market Commission, shall set the time limits and the procedure for the representation by means of annotations in the account of the listed shares.

Article 497. The right to know the identity of the shareholders.

Entities which, in accordance with the regulatory rules of the securities market, have to keep the records of the securities represented by means of account entries are obliged to communicate to the issuing company the data necessary for the identification of the shareholders.

Section 2. Shares entitled to a preferred dividend

Article 498. Obligation to agree on the distribution of the preferred dividend.

When the privilege conferred by shares issued by listed companies consists of the right to obtain a preferential dividend, the company will be obliged to agree to the distribution of the dividend if there are benefits distributable, without the statutes being able to dispose otherwise.

Article 499. Legal regime of the preferred dividend.

The legal status of the preferred dividend of the preferred shares issued by listed companies shall be that set for the silent shares in Section 2 of Chapter II of Title IV.

Section 3. Rescue Actions

Article 500. Issue of rescue actions.

1. Listed public limited companies may issue shares which are redeemable at the request of the issuing company, the holders of such shares or both, at a nominal amount not exceeding a quarter of the share capital. The terms and conditions for the exercise of the right of redemption shall be laid down in the emission agreement.

2. The redeemable shares must be fully disbursed at the time of the subscription.

3. If the right of redemption is attributed exclusively to the company, it shall not be exercised before three years have elapsed since the issue.

Article 501. Redemption of redeemable shares.

1. The redemption of the salvageable shares shall be made from profits or free reserves or with the proceeds of a new issue of shares agreed by the general meeting in order to finance the amortisation operation.

2. If these shares are amortised from profits or free reserves, the company shall constitute a reserve for the amount of the nominal value of the amortised shares.

3. In the event that there are no sufficient benefits or reserves in sufficient quantity and no new shares are issued to finance the transaction, the amortisation may only be carried out with the requirements laid down for the reduction of social capital. by return of contributions.

Section 4. Shares Subject to usufruct

Article 502. Calculation of the value of new shares subject to usufruct.

1. When new shares are subscribed, either by the new owner or by the user, the usufruct shall be extended to the shares whose disbursement could have been calculated on the basis of the average price during the subscription period.

2. The quantities to be paid in the event of the extinction of the usufruct or the new owner's right of preferential subscription in the event of capital increase shall be calculated in accordance with the average price of the quarter prior to the production of the above facts.

CHAPTER III

Specialties in action subscription matter

Article 503. Minimum time limit for the exercise of the right of subscription.

In listed companies the exercise of the right of preferential subscription shall be carried out within the period granted by the directors of the company, which may not be less than 15 days after the publication of the notice of the subscription offer of the new issue in the Official Gazette of the Mercantile Register.

Article 504. General scheme of exclusion from the right of preferential subscription.

1. In listed companies, the exclusion of the right of preferential subscription shall require observance of the provisions of Article 308.

2. Fair value shall be understood as a market value. Unless otherwise justified, a market value shall be presumed to be established by reference to the stock exchange listing.

Article 505. Special scheme for the exclusion of the right of preferential subscription.

1. By way of derogation from the second paragraph of the previous Article, the general meeting of shareholders of the listed company, once it has the report of the administrators and the report of the auditor of the accounts required by Article 308, may agree to issue new shares at any price, provided that it is higher than the net asset value of the shares resulting from the auditor's report, and the board may be limited to establishing the procedure for its determination.

2. For the general meeting to be able to adopt the agreement referred to in the preceding paragraph, the report of the administrators and the report of the auditor shall be required to determine the equity value of the shares.

3. The auditor shall determine the net asset value on the basis of the last audited annual accounts of the company or, if they are later than the date, on the basis of the last audited financial statements of the company in accordance with Article 254, formulated in any of the cases by the administrators in accordance with the accounting principles set out in the Trade Code. The date of closure of these accounts or of these states shall not be earlier than six months before the date on which the general meeting adopts the extension agreement, provided that no significant operations are carried out. The determination of the value shall take into account any caveats that may have been shown in the report by the auditor of the annual accounts or financial statements.

4. In the case of listed companies that are dominant in a group of companies, the net asset value shall be determined in accordance with the data that is derived from the group's consolidated accounts for the company.

5. The accounting records of the transactions shall be carried out in accordance with the accounting principles and rules laid down in the Trade Code.

Article 506. Delegation of the power to exclude the right of preferential subscription in case of issuance of new shares.

1. In the case of listed companies, where the general meeting delegates to the administrators the power to increase the share capital, it may also give them the power to exclude the right of preferential subscription in relation to the actions to be delegated if the interest of the company so requires.

2. In the notice of convocation of the general meeting in which the proposal to delegate to the administrators the power to increase the share capital must also be expressly stated in the proposal of exclusion of the right of subscription preference. A report of the administrators in which the proposal for the delegation of that power is justified shall be made available to the shareholders from the general meeting.

3. In the extension agreement to be made on the basis of the delegation of the board, the report of the administrators and the report of the auditor shall be related to each specific extension.

4. The nominal value of the shares to be issued, plus, where applicable, the amount of the issue premium shall correspond to the fair value resulting from the auditor's report. These reports shall be made available to the shareholders and communicated to the first general meeting to be held after the enlargement agreement.

Article 507. Incomplete subscription of new actions.

When the National Securities Market Commission had intervened in the initial verification of an operation to raise the capital of a listed company with the issuance of new shares, the total or partial failure of the increase in the Incomplete subscription capital shall be communicated to the Commission.

Article 508. Right to the return of contributions.

1. In the event that the issuance of the new shares by listed company had been authorised or verified by the National Securities Market Commission, one year after the end of the subscription period without any submitted to registration in the Commercial Register the deed of execution of the agreement, the registrar, of trade, or at the request of any interested party, will proceed to the cancellation of the registration of the agreement of increase of the social capital, referring certification to the company itself and to the National Securities Market Commission.

2. Cancelled registration of the increase, the holders of the new shares issued will have the right to demand the restitution of the contributions made. If the cause of the cancellation is attributable to the company, they may also require the legal interest.

CHAPTER IV

Maximum self-portfolio limit

Article 509. Maximum limit for the autobportfolio.

Except in the case of free acquisition of own shares, in listed companies the nominal value of own shares acquired directly or indirectly by the company, in addition to those already held by the company the acquiring company and its subsidiaries and, where appropriate, the parent company and its subsidiaries, may not exceed 10% of the subscribed capital.

CHAPTER V

Obligations

Article 510. Issuance of obligations.

The maximum legal limit for the issuance of bonds will not apply to listed public limited companies.

Article 511. Delegation of the power to exclude the right of preferential subscription in the event of the issuance of convertible debentures.

1. In the case of listed companies, where the general meeting delegates to the administrators the power to issue convertible bonds, it may also give them the power to exclude the right of preferential subscription in relation to emissions. of convertible debentures which are the subject of a delegation if the interest of the company so requires.

2. In the notice of convocation of the general meeting in which the proposal to delegate to the administrators the power to issue convertible debentures must also be expressly stated in the proposal to exclude the right of subscription preference. A report of the administrators in which the proposal for exclusion is justified shall be made available to the shareholders from the general meeting call.

3. In the extension agreement to be made on the basis of the board's delegation, the report of the administrators and the report of the auditor shall be related to each specific issue.

These reports will be made available to shareholders and communicated to the first general meeting to be held after the enlargement agreement.

CHAPTER VI

Specialties of the general meeting of shareholders

Article 512. Mandatory character of the general meeting regulation.

The general meeting of shareholders of the public limited liability company with shares admitted to trading on an official secondary stock market, constituted by the quorum of Article 193 or with the superior intended for this purpose in the statutes, will adopt a specific regulation for the general meeting. This regulation may cover all matters relating to the general meeting, in accordance with the law and the statutes.

Article 513. Advertising of the regulation.

1. The regulation of the general meeting of shareholders of listed company will be the subject of communication to the National Securities Market Commission, accompanying a copy of the document on the record.

2. This communication shall be entered in the Commercial Register in accordance with the general rules and, once registered, shall be published by the National Securities Market Commission.

Article 514. Exercise of the right to vote by administrator in the event of a public request for representation.

1. In the event that the administrators of a listed public limited company, or another person on behalf of or in the interest of any of them, have made a public request for representation, the administrator who obtains it shall not be able to exercise the right (a) a vote corresponding to the actions represented on those items on the agenda in which the case is in conflict of interest and, in any case, with regard to the following decisions:

a) Your appointment or ratification as an administrator.

b) Your removal, separation or termination as an administrator.

c) The exercise against that of the social action of responsibility.

d) The approval or ratification, where appropriate, of the company's operations with the administrator in question, companies controlled by him or to which he represents or persons acting on his behalf.

2. The delegation may also include those items which, not yet provided for on the agenda of the convocation, are treated, as such, by the law, on the board, as well as in these cases as provided for in the previous paragraph.

3. This Article shall apply to the members of the supervisory board of a European public limited company domiciled in Spain which has opted for the dual system.

Article 515. Nullity of the limiting clauses of voting rights.

In the listed public limited companies, the statutory clauses which, directly or indirectly, will generally fix the maximum number of votes that can be issued by a single shareholder or companies, shall be null and void. belonging to the same group.

Where admission to trading on an official secondary market of securities of the shares of a company whose statutes contain limiting clauses of the maximum number of votes occurs, the company shall proceed with the adjustment. of its statutes, by eliminating those clauses, within the maximum period of one year from the date of admission. If that period elapses without the company having presented in the Commercial Register the deed of amendment of its statutes, the limiting clauses of the maximum voting shall be unput.

CHAPTER VII

Specialties in the administration

Article 516. Mandatory character of the management board regulation.

In the listed public limited companies the board of directors, with a report to the general meeting, shall adopt a regulation of rules of internal rules and the functioning of the council itself, in accordance with the law and the statutes, which contain the concrete measures aimed at ensuring the best management of society.

Article 517. Advertising of the regulation.

1. The regulation will be communicated to the National Securities Market Commission, accompanying a copy of the document on the record.

2. This communication shall be entered in the Commercial Register in accordance with the general rules and, once registered, shall be published by the National Securities Market Commission.

CHAPTER VIII

Parocial pacts subject to advertising

Article 518. Partnership covenants in a listed company.

1. For the purposes of this Chapter, pacts which include the regulation of the exercise of the right to vote in general meetings or which restrict or condition the free transmissibility of the laws of the Member States shall be understood by covenants. shares in listed public limited companies.

2. The provisions of this Title shall also apply to cases of covenants which relate to the same subject matter to convertible or exchangeable bonds issued by a listed public limited liability company.

Article 519. Advertising of the partnership covenants.

1. The conclusion, extension or amendment of a partnership agreement which aims at the exercise of the right to vote in general meetings or which restricts or conditions the free transmissibility of shares or of convertible bonds or redeemable in the listed public limited companies shall be communicated immediately to the company itself and to the National Securities Market Commission.

The communication shall be accompanied by a copy of the clauses of the document in which it is recorded, which affect the right to vote or which restrict or condition the free transmissibility of the shares or the convertible or exchangeable.

2. Once any of these communications have been made, the document on which the partnership agreement is established must be deposited in the Trade Register in which the company is registered.

3. The partnership pact must be published as a relevant fact.

Article 520. Legitimisation for the publicity of the partner pacts.

1. Any signatory of the partnership agreement shall be entitled to carry out the communications and the deposit referred to in the preceding article, even if the agreement itself provides for its implementation by either of them or a third party.

2. In cases of usufruct and garment of shares, the legitimation shall correspond to the one who has the right to vote.

Article 521. Effects of the lack of publicity for the partner pacts.

As long as the communications, the deposit and the publication do not take place as a relevant fact, the parocial pact will have no effect on the matters referred to.

Article 522. Partnership agreements between members of the company exercising control over a listed company.

The provisions of the foregoing Articles shall apply to the partnership agreements between members or members of an entity exercising control over a listed company.

Article 523. Temporary waiver of the duty of publicity.

When advertising can cause serious harm to society, the National Securities and Exchange Commission, at the request of the interested parties, may agree, by means of a reasoned resolution, that no publicity be given to a paroassocial that has been communicated to him, or to part of it, and to dispense with the communication of such a pact to the own society, of the deposit in the Mercantile Register of the document in which the record and the publication as fact relevant, determining the time which can be kept secret among stakeholders.

CHAPTER IX

Societary information

Section 1. First Specialty of Annual Accounts

Subsection 1. Annual Accounts

Article 524. Prohibition of abbreviated accounts.

Companies whose securities are admitted to trading on a regulated market of any Member State of the European Union may not make a balance sheet and a statement of changes in the short net worth or loss account and short gains.

Subsection 2. Th Memory Specialties

Article 525. Duty of supplementary information.

Companies that have issued securities admitted to trading on a regulated market of any Member State of the European Union and which, in accordance with the rules in force, publish only individual annual accounts, be required to report in the memory of the main changes that would arise in the net worth and in the profit and loss account if the international financial reporting standards adopted by the Regulations of the European Union, indicating the assessment criteria they have applied.

Subsection 3. Rd Management Report Specialties

Article 526. Inclusion of the corporate governance report in the management report.

Companies that have issued securities admitted to trading on a regulated market of any Member State of the European Union shall include in the management report, in a separate section, the corporate governance report.

Section 3. Special Right of Information

Article 527. Special right of information.

Until the seventh day before the meeting, the shareholders of a listed company, in addition to being able to exercise the right of information on matters falling on the agenda, may to request information or clarifications or to ask questions in writing about the information accessible to the public that has been provided by the company to the National Securities Market Commission since the last meeting general.

Section 4. Special tools for information

Article 528. Special information tools.

1. Listed public limited companies shall carry out the duties of information by any technical, computer or telematic means, without prejudice to the right of shareholders to request information in a printed form.

2. Listed public limited companies must have a website to take account of the exercise by shareholders of the right of information and to disseminate the relevant information required by the securities market legislation.

On the company's website, an Electronic Shareholders ' Forum will be enabled, which will be able to access with due guarantees both the individual shareholders and the voluntary associations that can constitute, with the aim of to facilitate their communication with a view to the conclusion of the General Boards. Proposals to be submitted in addition to the agenda announced in the call, applications for accession to such proposals, initiatives to achieve the percentage sufficient to exercise a right of access, may be published in the Forum. the minority provided for in the law, as well as offers or requests for voluntary representation.

3. The management board is responsible for establishing the content of the information to be provided on the website, in accordance with what is established by the Ministry of Economy and Finance or, with its express rating, the National Market Commission Values.

4. The shareholders of each listed company may constitute specific and voluntary associations for the exercise of their rights and the best defence of their common interests. The shareholders ' associations must register in a special register entitled to the effect in the National Securities Market Commission. The legal system of the Shareholders ' Associations shall be governed by regulation, which shall include at least the requirements and limits for its constitution, the basis of its organic structure, the rules of its operation, the rights and obligations that correspond to them, especially in their relationship with the listed company.

5. The Government and, where appropriate, the Ministry of Economy and Finance, and, with their express rating, the National Securities Market Commission, are empowered to develop the necessary technical and legal specifications regarding the set in this article.

Additional disposition first. Prohibition of issuing obligations.

Natural persons and simple civil, collective and commercial companies may not issue or guarantee the issuance of bonds or other marketable securities grouped in emissions.

Additional provision second. Taxation of the transmission of social units.

The tax regime for the transmission of the social units will be established for the transmission of securities in Article 108 of Law 24/1988 of 28 July of the Stock Market.

Additional provision third. Electronic Single Document (DUE).

1. The Single Electronic Document (EUD) is the one in which all the data relating to the new company is included which, in accordance with the applicable law, should be sent to the competent public authorities and legal authorities. for the constitution of the company and for the fulfilment of the obligations in tax and social security related to the beginning of its activity.

DUE referrals and receipts will be limited to those data that are necessary for the completion of the relevant body's competence.

Reglamentarily or, where appropriate, by the conclusion of appropriate agreements between the competent public administrations, new data may be included in the DUE in order to enable it to be used for the completion of formalities, communications and obligations other than previous ones. Likewise, the specifications and conditions for the use of the DUE for the constitution of any corporate form, as well as for the fulfilment of the obligations in tax and social security, will be established. inherent in the beginning of the activity, with full respect for the provisions of the substantive and advertising rules governing these forms of society and taking into account the rules referred to in paragraph 6 of the additional provision fourth.

2. The referral of the EUD shall be made by the use of electronic, computer and telematic techniques in accordance with the rules applicable to the use of such techniques, taking into account the provisions of specific legislation.

3. In accordance with the second subparagraph of Article 440 (1), the founding members of the new company may, in advance of the granting of the instrument of incorporation, express their interest in the carry out the formalities and the communication of the data included in the EUD by themselves or appoint a representative to do so, in which case it shall not apply as set out in this additional provision.

4. The EUD shall be approved by the Council of Ministers on a proposal from the Minister for Economic Affairs and Finance, subject to the report of the other ministries responsible for the matter, and shall be available in all the official languages of the Spanish State.

5. The General Administration of the State, through the Ministry of Economy and Finance, will be able to conclude agreements on the establishment of points of advice and initiation of processing (PAIT) of the new companies with other administrations public or private entities. The points of assessment and the start of processing shall be offices from which the reserve of social denomination referred to in the second paragraph of Article 440 may be requested and shall be advised and provided services to entrepreneurs, both in the definition and administrative handling of their business initiatives as during the first years of their business, and the processing of the EUD should be initiated in them. The conventions shall establish the information, advice and processing services to be provided free of charge and those of a complementary nature which may be offered by economic consideration.

The single business window centres set up under the Protocol of 26 April 1999 through the corresponding legal instruments for cooperation with Autonomous Communities and Local Authorities may carry out the guidance, processing and advisory functions provided for in this law for the creation and development of New Enterprise companies. By Order of the Minister of the Presidency, at the joint initiative with the Ministry of Economy and Finance, the criteria for incorporation of the technological prescriptions of the points of advice and the start of processing will be established the information systems of the enterprise one-stop centres.

6. Public administrations shall establish electronic procedures to carry out the necessary exchanges of information.

Additional provision fourth. Social collaboration.

1. Tax administrations will be able to make effective the social collaboration provided for in Article 92 of Law 58/2003, of 17 December, General Tax, as well as other rules that develop it, in the presentation of declarations, communications or other tax documents related to the formation and commencement of the activity of the company New Company, through agreements concluded with the General Council of the Notary, the College of Registrar of the Property, Movable and Commercial Goods of Spain and other professional associations, as well as chambers of commerce and the processing advice and start points (PAIT).

2. Tax administrations will also be able to provide for mechanisms of adherence to these agreements by notaries, commercial registrars and other collegiate professionals in order to make such social collaboration effective. These conventions shall be binding on the members of the corporate organisations referred to in the preceding paragraph where the tax rules so provide. In addition, tax administrations will also be able to provide for mechanisms of adherence to such conventions by collegiate professionals in order to make such social collaboration effective.

3. The Minister for Economic Affairs and Finance shall establish the conditions and conditions in which the entities that have signed the agreements and the notaries, the business registrars and other collegiate professionals who have acceded to the they must submit declarations, communications or other tax documents on behalf of third parties by telematic means.

4. The Ministry of Labour and Immigration shall establish the channels for carrying out the telematic processing in the submission of communications or other documents to organs and agencies to the members related to the constitution or the beginning of the activity of the new company, through agreements concluded with the General Council of the Notary, the College of Registrars of Property, of Furniture and Mercantile of Spain and other professional schools.

5. The Order of the Minister of Labour and Immigration shall establish the conditions and conditions in which the entities that have signed the agreements and the notaries, the business registrars and other collegiate professionals who have acceded they must be presented by telematic means, communications and other documents on behalf of third parties.

6. All the above mentioned in the preceding paragraphs shall be without prejudice to specific rules concerning the incorporation of electronic, computer and telematic techniques in public administration and legal certainty. preventive.

Additional provision fifth. Resources against the qualification of the constitution of the new company company.

In case the commercial registrar will negatively qualify the writing of constitution of the new company, it will apply the provisions in articles 322 to 329 of the recused text of the Law Mortgage, approved by Decree of 8 February 1946, drawn up in accordance with the rules laid down in Law 24/2001 of 27 December 2001 on tax, administrative and social measures, with the exception of the time-limits for a decision, which in This case will be 45 days.

Additional provision sixth. Tax measures applicable to the limited company new company.

1. The tax administration will grant, upon request of a limited company new company and without the contribution of guarantees, the deferral of the tax liability of the Tax on Inheritance Transmissions and Legal Acts Documented, by the the mode of corporate operations, derived from the constitution of the company within one year of its establishment.

The tax administration will also grant, on the request of a new company and without providing guarantees, the deferral of the tax debts of the Companies Tax corresponding to the first two tax periods completed since its establishment. The income of the debts of the first and second periods shall be carried out at 12 and six months, respectively, from the end of the periods for filing the declaration-settlement for each of those periods.

Likewise, the tax administration may grant, upon request of a new company, with or without guarantees, the deferral or fractionation of the amounts derived from withholding or income from Account of the Income Tax of the Physical Persons that accrues in the first year since its constitution.

Deferred or deferred amounts as provided for in this section will be interest in late payment.

2. The new company will not have the obligation to make the split payments referred to in Article 45 of the recast text of the Companies Tax Act, approved by the Royal Legislative Decree 4/2004 of 5 March 2004, for which the, on account of the liquidations corresponding to the first two tax periods completed since its establishment.

Additional provision seventh. Supervisory powers of the National Securities Market Commission.

The provisions contained in Title XIV of this recast text are part of the rules for the management and discipline of the securities market, the supervision of which is the responsibility of the National Securities Market Commission, compliance with the provisions of Title VIII of Law 24/1988 of 28 July of the Stock Market.

The National Securities Market Commission shall be competent to initiate and instruct the sanctioning files to which the breaches of the obligations laid down in Title XIV give rise, in accordance with the provisions of the Articles 95 et seq. of Law 24/1988 of 28 July of the Stock Market.

Final disposition first. Exchange of social names, indicative statutes and reduced registration period.

1. The Government is authorized to regulate a Stock Exchange of Social Denominations with reservation.

2. An indicative model of statutes for the limited liability company may be approved by the Order of the Minister of Justice.

3. If the deed of incorporation of a limited liability company has in full the indicative statutes referred to in the preceding paragraph, and no contributions shall be made, the commercial registrar shall to register within the maximum period of forty-eight hours, unless the Tax on Proprietary Transmissions and Legal Acts Documented in the terms provided for in the regulatory regulations of the same is not satisfied.

Final disposition second. Modification of monetary limits and amounts of fines.

The Government is authorized to approve by Royal Decree:

1. The modification of the monetary limits set out in this law so that the capital companies can formulate abbreviated annual accounts in accordance with the criteria laid down in the European Union Directives.

2. The adaptation of the amounts of the fines listed in the Trade Code and in this law to the variations in the cost of living.