JOHN CARLOS I

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Cortes has approved and I come to sanction the following Law.

PREAMBLE

I

In the continuing process of improving the law of commercial companies, a sector of the legal order in permanent evolution, this Law is of particular importance.

First, for the special sensitivity to respond adequately to the growing process of internationalization of economic operators. In this regard, in order to ensure the effectiveness of the internal market of the European Union, Directive 2005 /56/EC of the European Parliament and of the Council of 26 October 2005 on mergers is incorporated into Spanish legislation. cross-border of the capital companies; and in conjunction with it, Directive 2007 /63/EC of the European Parliament and of the Council of 13 November 2007 amending Council Directives 78 /855/EEC and 82 /891/EEC as regards the requirement to submit a report of an independent expert in the event of a merger or division of public limited companies. Although the Spanish practice already knew cross-border mergers between companies subject to laws of different Member States of the European Union, the incorporation of the Directive is the way to harmonise these complex transactions, which the Law, Recognizing the importance of this process of internationalisation, it does not limit the scope of the Community to the explicit consideration of mergers of Spanish companies with non-EU companies, which will be governed by the respective personal laws. But, moreover, this international projection manifests itself in the regulation-for the first time in Spanish law-of the transfer of the domicile of Spanish commercial companies abroad and the transfer to Spanish territory of the domicile of companies formed in accordance with the law of other States, in order to facilitate social mobility. Following the pattern initiated by Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (Article 8) and, in national law, by Law 19/2005 of 14 November 2001 on the the European public limited company domiciled in Spain (which, among others, introduced in the Recast Text of the Law of Companies Anonymous Articles 315 and 316), attention is paid to this very important modification of the basic element of connection to the law of the State and a weighted system of guardianship of the partners and the creditors is established.

Secondly, the importance of the Law is manifested in the unification and the extension of the legal regime of the so-called "structural modifications", understood as those changes of the society that go beyond of the simple statutory amendments to affect the company's assets or personnel structure, and which, therefore, include the transformation, merger, division and global transfer of assets and liabilities. The international transfer of the registered office is also regulated in this standard, although it does not always present the characteristics that allow it to be included within the category of structural modifications, its relevant consequences in the The scheme applicable to the company advises its inclusion in the same legal text. The unification is specific to the regulations on the transformation of commercial societies, whose regime, divided up to now between the Law of Companies Anonymous and the more modern Law of Societies of Limited Liability, is updated, at the same time as The perimeter of the possible transformations is dilated. The very broad conception of Law 2/1995, of March 23, has ended to be imposed on the much more restrictive of the Law of Companies Anonymous, thus extending considerably the perimeter of the possible transformations to the impulse of the needs of reality.

In terms of enlargement, it highlights the income from the global transfer of assets and liabilities between these structural modifications, breaking down from that conception that limited this operation to the own area of liquidation and, to the the same time, providing a more legislative instrument for the transfer of enterprises. Now, the Law allows a company to transmit in a block all its assets to another or other for universal succession in exchange for a consideration that may not consist of shares, units or shares of the transferee. In these cases, the protection of the partner is pursued through the information provided by the project of the global transfer and through the submission of the agreement to certain requirements established for the adoption of the merger agreement; and the protection of the creditors are articulated through the right of opposition and the liability of the transferee or transferee to the limit of the net asset attributed to each of them in the assignment.

The incorporation of the Directive on cross-border mergers has been an opportunity to review the legal regime of merger and division in order to include in the general scheme those rules from the Directive 2005 /56/EC of 26 October 2005, which are not a consequence of the "cross-border element", and, in particular, in order to use the possibilities offered by the 3rd and 6th Directives-Directive 78 /855/EEC of 9 October 1978 and the Directive 82 /891/EEC of 17 December 1982, already incorporated in Law 19/1989 of 25 July 1982. In this sense, in terms of fusion, they emphasize the regulation of the absorption of a fully-participated society, that of a society participated to ninety percent and also that of that operation by which a society is extinguished en bloc the patrimony to the company which holds the totality of the shares, participations or shares corresponding to that, that is, without attribution of these to the partners of the successor. And, in terms of division, the entry into the substantive law of commercial companies of the figure of segregation, together with the already regulated operations of total and partial excision; and the application of the rules of the division to that an operation by which a company transmits a part of the social patrimony to another in a new creation, receiving directly in exchange all the shares, shares or shares of that company's partner.

II

Although the legal regime of these company transactions has as an underlying model that of the capital companies, it is a general commercial regulation on structural modifications of the companies and, as a law A commercial general, applicable to any company of this nature, irrespective of form or social type, unless expressly stated otherwise, as it happens when dealing with cross-border mergers within the Community. This general character, together with the extension of the article, explains that a specific law has been chosen-just as other Member States of the European Union have done on similar occasions-instead of including the subject matter of the Code of Trade or the Recast Text of the Law of Limited Societies, to which other special laws would be referred. It is a transitional solution pending the redissemination and harmonisation of all the different laws that govern our company law at the moment.

The legislator has been concerned that this law-drawn up on the basis of the proposal drafted by the Commercial Law Section of the General Codification Commission-will be inserted with harmony in the legal framework of the companies. In addition, the additional provisions, in some of which, on the occasion of the necessary harmonisation, have been used to update the normative content.

In order to comply with the requirement to incorporate Article 16 of Directive 2005 /56/EC, in a matter as important and technically as complex as that of the participation of workers in the society resulting from the cross-border merger, it has been chosen to integrate a general provision in this Law and to amend, through the third final provision, Law 31/2006 of 18 October on the involvement of workers in public limited liability companies and European cooperatives, introducing a new Title IV on provisions applicable to Intra-Community cross-border mergers of capital companies.

III

In addition to the incorporation of the Directive on cross-border mergers of capital companies, this Law incorporates Directive 2006 /68/EC of the European Parliament and of the Council of 6 September 2006 on the amending Council Directive 77 /91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital. In the final provisions, some articles of the laws of capital companies are redrafted and new ones are added to bring the Spanish legislation into line with those postulates of greater flexibility that have served as a basis for the widely discussed amendment of the Second Directive. Indeed, Directive 2006 /68/EC is a transitional directive, pending the successful alternatives to the traditional guardianship system of the social creditors and the shareholders themselves-which revolves around the social capital-and is introduce effective technical instruments to reduce the "administrative burdens" that are natural to the current system of protection; and, at the same time, it is a directive of compromise between the defenders of the principles that inspired the Second Directive and those who advocate complete replacement. It is, therefore, the first stage of a process whose duration and whose avatars are difficult to foresee. In reality, the counterposition between this traditional system and the alternative instruments is an open topic in which, more than questions of preference between different techniques of protection, there are very different concepts. on the organisation and functioning of the capital companies.

IV

Beyond the harmonisation commitments, the Law introduces other amendments to the non-cash contributions regime, with the addition of important exceptions to the report requirement of the independent expert, and in the The Committee on Employment and the European Parliament has been in the process of being in the process of At the same time, the Spanish legislature considered it appropriate to introduce some rule of Directive 77 /91/EEC of 13 December 1976 as the principle of equal treatment, hitherto considered an implicit principle, and to bring the wording into line with the provisions of Directive 77 /91/EEC. of other rules directly related to those which had to be incorporated and has taken the opportunity, in order, to bring the system of the right of preferential subscription into line with the obligations convertible into the delivery of the Judgment of the Court of Justice of the European Union (First Chamber), of 18 December 2008.

V

Finally, as the need for improvement of a sector as sensitive as the societarium system must be accompanied by an effort to rationalize legislation, this Law represents a temporary solution to the waiting period. that the time comes for a codification or, at least, for a compilation of the law of the commercial societies into a unitary legal body in basic conceptions, which would lead to the repeal of the notably aged Title I of the Book II of the Commercial Code of 1885. In this transition and progress must be placed the final Disposition seventh, which enables the government to recuse in a single legal text the laws regulating the companies of capital (limited companies, societies of responsibility (b) limited and limited partnerships by actions), regularizing, clarifying and harmonizing legal texts that have to be recast.

PRELIMINARY TITLE

General provisions

Article 1. Objective scope.

This Law is intended to regulate the structural modifications of commercial companies, consisting of the transformation, merger, division or global sale of assets and liabilities, including the transfer of assets. International of the registered office.

Article 2. Subjective scope.

This Law is applicable to all societies that have the consideration of mercantiles, either by the nature of their object, or by the form of their constitution.

The structural modifications of the cooperative societies, as well as the international transfer of their registered office, will be governed by their specific legal regime.

TITLE I

From the transformation

CHAPTER I

General provisions

Article 3. Concept.

By virtue of transformation a society adopts a different social type, retaining its legal personality.

Article 4. Assumptions of possible transformation.

1. A registered trading company may be transformed into any other type of trading company.

2. A registered trading company, as well as a European economic interest group, may be converted into a grouping of economic interest. A grouping of economic interest may also be transformed into any type of commercial company and a European economic interest grouping.

3. A civil society may be transformed into any type of commercial company.

4. An anonymous company may be transformed into a European public limited company. An anonymous European company may also be transformed into a public limited company.

5. A cooperative society may be transformed into a commercial company, and a commercial company registered in a cooperative society.

6. A cooperative society can be transformed into a European cooperative society and a European cooperative society can be transformed into a cooperative society.

Article 5. Transformation of companies into liquidation.

A settlement company may be transformed as long as the distribution of its equity between the partners has not begun.

Article 6. Changes between public limited liability company and European public limited liability company.

The transformation of public limited liability companies into European public limited companies and vice versa will be governed by the provisions of Regulation (EC) No 2157/2001 and by the rules implementing it, and by the provisions of Law 31/2006 of 18 December 2006. October, on the involvement of workers in European public limited companies and cooperatives.

Article 7. Transformation of cooperative society.

1. The transformation of a cooperative society into another social type or a social type into that society shall be governed by the requirements and effects of the transformation of the cooperative society by the legislation applicable to it.

2. The transformation of cooperative societies into European cooperative societies and vice versa shall be governed by the provisions of Regulation (EC) No 1435/2003 and by the rules implementing it.

CHAPTER II

Transformation Agreement

Article 8. Transformation Agreement.

The transformation of society must necessarily be agreed upon by the partner board.

Article 9. Information to the partners.

1. When the board is convened to discuss the transformation agreement, the administrators must make the registered office available to the partners, who may request their delivery or free shipping, including by electronic means, The following documents:

1. The administrators ' report explaining and justifying the legal and economic aspects of the transformation, as well as the consequences it will have for the partners, as well as their possible gender impact on the administrative bodies and the impact, where appropriate, on the social responsibility of the undertaking.

2. The balance sheet of the company to be transformed, which must be closed within six months before the date of the meeting, together with a report on the significant changes in heritage that have been possible take place after the event.

3. The report of the auditor of accounts on the balance sheet, when the company that is transformed is obliged to submit its accounts to audit.

4. The project of social writing or statutes of the society resulting from the transformation, as well as, where appropriate, other social pacts to be recorded in a public document.

2. The directors of the company are obliged to inform the board of members to which the approval of the conversion is submitted, of any significant changes in the assets or liabilities occurring between the date of the supporting report the transformation and the balance sheet made available to the partners and the date of the meeting of the board.

3. The provision or dispatch of the information referred to in paragraph 1 shall not be required where the transformation agreement is adopted on a universal basis and by unanimity.

Article 10. Requirements of the transformation agreement.

1. The processing agreement shall be adopted with the requirements and formalities laid down in the system of the company which is being transformed.

2. The agreement shall include the approval of the balance sheet of the company submitted for processing, with the amendments which may be made to it, as well as the particulars required for the formation of the company whose type is adopt.

Article 11. Subsistence of the obligations of the partners.

1. The transformation alone will not free the partners from the fulfilment of their obligations towards society.

2. If the social type in which the company is transformed requires the full payment of the share capital, the disbursement shall be made prior to the processing agreement or, where appropriate, a reduction in capital for the purpose of remission. of passive dividends. In the first case, the reality of the disbursements made shall be credited to the notary authorship of the public deed and the supporting documents shall be incorporated in the original or testimony.

Article 12. Participation of the partners in the transformed society.

1. The transformation agreement shall not modify the social participation of the partners if it is not with the consent of all those who remain in the company.

2. In the case of a company with one or more industrial partners which is transformed into a social type in which there are no such partners, the participation of such partners in the capital of the new transformed company shall be that which corresponds to the share of the participation that would have been assigned to them in the writing of the company's constitution or, failing that, that which is appropriate among all the partners, reducing the participation of the other partners in both cases.

The subsistence, if any, of the personal obligation of the industrial partner in the society once transformed will always require the consent of the partner and must be used as an accessory in the conditions that are establish in the social statutes.

Article 13. Companies having issued obligations or other securities.

The transformation of a company having issued obligations or other securities into another social type to which it is not permitted to issue them and that of an anonymous company having issued convertible bonds in shares in a different social type may be agreed only if the amortisation or conversion, where appropriate, of the obligations issued has previously been carried out.

Article 14. Publication of the transformation agreement.

1. The processing agreement shall be published once in the "Official Gazette of the Commercial Register" and in one of the major circulation newspapers in the province in which the company has its registered office.

2. Publication shall not be required where the agreement is communicated individually in writing to all the partners and, where appropriate, to the holders of special rights other than shares, shares or shares which cannot be held after the processing, by means of a procedure which ensures the receipt of that at the address listed in the company's documentation, as well as to all the creditors in the homes which they have brought to the attention of the company or, in their defect, in your legal addresses.

Article 15. Right of separation of the partners.

1. Members who have not voted in favour of the agreement may be separated from the company which is transformed, in accordance with the provisions of limited liability companies.

2. The members who, by effect of the transformation, would have to assume a personal responsibility for the social debts and would not have voted in favour of the transformation agreement shall be automatically separated from the company, if they do not adhere The Commission shall, in accordance with Article 1 (1) of Regulation (EU) No No 1, provide the Commission with a view to the conclusion of the Agreement between the European Union and the Member States. The assessment of the social partners for the partners that are separated shall be made in accordance with the provisions of the limited liability companies.

Article 16. Special rights holders.

1. The conversion may not take place if, within the month following the publication in the "Official Journal of the Trade Register" of the agreement of the same or the sending of the individual communication in writing, rights holders were opposed (a) special provisions other than shares, units or shares which cannot be maintained after processing.

2. Such opposition shall have no effect if it is carried out by a partner who has voted in favour of the transformation.

Article 17. Additional modifications to the transformation.

1. The transformation of society may be accompanied by the incorporation of new partners.

2. Where the processing is accompanied by the modification of the object, the address, the capital or other ends of the writing or the statutes, the specific requirements of those operations shall be observed in accordance with the provisions of this Regulation. That they govern the new social type.

CHAPTER III

From the enrollment of the transformation

Article 18. Transformation public write.

1. The public deed of transformation must be granted by the society and by all the partners who are able to respond personally to the social debts.

2. In addition to the particulars required for the formation of a company whose type is to be adopted, the public body of processing shall contain the relationship of members who have availed themselves of the right of separation and the capital they represent. such as the share, shares or units that are attributed to each partner in the transformed company.

3. If the rules on the constitution of the company whose type is adopted so require, the report of the independent experts on the social heritage shall be incorporated into the writing.

Article 19. Efficiency of the transformation.

The effectiveness of the transformation shall be subject to the registration of the public deed in the Mercantile Register.

Article 20. Impeachment of the transformation.

Once entered, the transformation may be challenged within three months.

CHAPTER IV

Effects of Transformation on Partner Responsibility

Article 21. Liability of the partners for the social debts.

1. The partners who, by virtue of the transformation, take personal and unlimited responsibility for the social debts will respond in the same way as the debts prior to the transformation.

2. Unless the social creditors have expressly consented to the conversion, the liability of the partners who were personally responsible for the debts of the company transformed by the social debts incurred prior to the processing of the company's debts will remain. transformation of society. This responsibility shall be prescribed for the five years from the publication of the transformation in the "Official Gazette of the Commercial Register".

TITLE II

From the merge

CHAPTER I

From the merge in general

Section 1. General Provisions

Article 22. Concept.

By virtue of the merger, two or more registered commercial companies are integrated into a single company by means of the en bloc transmission of their assets and the attribution to the partners of the companies that are extinguished of shares, shares or shares of the resulting company, which may be newly created or one of the merging companies.

Article 23. Merge classes.

1. The merger in a new society will involve the extinction of each of the societies that are merged and the transmission in block of the respective social heritages to the new entity, that will acquire by universal succession the rights and obligations of those.

2. If the merger is to result from the absorption of one or more companies by another existing company, the assets of the acquired companies, which will become extinct, will be acquired by universal succession, increasing, if necessary, the social capital of the company. the acquiring company as appropriate.

Article 24. Continuity of participation.

1. The partners of the extinct companies shall be integrated into the company resulting from the merger, receiving a number of shares or shares, or a share, in proportion to their respective participation in those companies.

2. In the case of a company with one or more industrial partners merging into another in which no such partners may exist, the participation of such partners in the capital of the company resulting from the merger shall be determined by attributing to each of them the participation in the capital of the extinguished company corresponding to the share of the holding which would have been assigned to it in the instrument of incorporation, or in its absence, which is appropriate for all the partners of that company, proportionally in both cases the participation of the other partners.

The subsistence, if any, of the personal obligation of the industrial partner in the company resulting from the merger, will always require the consent of the partner and must be used as an ancillary service where they cannot exist industrial partners.

Article 25. Type of exchange.

1. In merger operations, the exchange rate of shares, units or shares of companies participating in the merger should be established on the basis of the real value of their assets.

2. Where appropriate to adjust the exchange rate, the partners may also receive compensation in respect of money not exceeding 10% of the nominal value of the shares, shares or the accounting value of the shares. attributed.

Article 26. Prohibition on the exchange of own shares.

The shares, shares or shares of the merging companies, which were held by any of them or held by other persons acting on their own behalf, but on behalf of those companies, may not be redeemed for shares, shares or shares of the company resulting from the merger and, where appropriate, shall be amortised or extinguished.

Article 27. Legal status of the merger.

1. The merger of two or more registered commercial companies subject to Spanish law will be governed by the provisions of this Law.

2. The merger of commercial companies of a different nationality shall be governed by the provisions of the respective personal laws, without prejudice to the provisions of Chapter II on intra-Community cross-border mergers and, where appropriate, of the applicable to European public limited liability companies.

Article 28. Merger of companies in liquidation.

Settlement companies may merge with others as long as the distribution of their equity between the partners has not begun.

Article 29. Implementation of sectoral legislation.

They shall apply to mergers of commercial companies the requirements that, where appropriate, are required in the sectoral legislation.

Section 2. Of The Merge Project

Article 30. Common project of merger.

1. The administrators of each of the companies involved in the merger will have to draw up and subscribe to a joint merger project. If any of them are missing, it will be pointed out at the end of the project, with indication of the cause.

2. Once the common draft terms of merger have been signed, the directors of the merging companies shall refrain from carrying out any kind of act or from concluding any contract which may compromise the approval of the project or amend it. substantially the exchange rate of shares, shares or shares.

3. The draft terms of merger shall be without effect if it has not been approved by the shareholders ' meetings of all the companies involved in the merger within six months of their date.

Article 31. Content of the common merge project.

The common fusion project will contain at least the following mentions:

1. The denomination, the social type and the domicile of the merging companies and the company resulting from the merger, as well as the data identifying the registration of those in the Mercantile Register.

2. The type of exchange of shares, shares or shares, the additional compensation in money that would have been provided and, where applicable, the exchange procedure.

3. The effect that the merger must have on the contributions of industry or ancillary services in the companies that are extinguished and the compensation to be granted, where appropriate, to the partners affected by the merger. resulting society.

4. The rights to be granted in the resulting company to those with special rights or to holders of securities other than the representative of capital or the options offered to them.

5. The advantages of any class that are to be attributed in the company resulting to independent experts who have to intervene, where appropriate, in the draft merger, as well as to the directors of the companies that merge, of the absorbent or of the new society.

6. The date from which the holders of the new shares, shares or shares will have the right to participate in the social gains and any peculiarities relating to this right.

7. The date from which the merger will have accounting effects in accordance with the General Accounting Plan.

8. The statutes of the company resulting from the merger.

9. Information on the valuation of the assets and liabilities of the assets of each company that is transmitted to the resulting company.

10. The dates of the accounts of the merging companies used to establish the conditions under which the merger takes place.

11. The possible consequences of the merger on employment, as well as its possible impact of gender on the administrative bodies and the impact, if any, on the social responsibility of the company.

Article 32. Advertising.

1. Administrators are required to submit a copy of the joint draft terms of merger for their deposit in the Trade Register for each of the companies participating in the merger. The Registrar's deposit and qualification shall be communicated to the Central Business Registrar, for immediate publication in the "Official Gazette of the Commercial Register", the deposit and the date on which it took place. The publication of the call for the meetings of the partners to be resolved on the merger shall not take place before the deposit has been made, except in the case of the universal meeting.

2. The notice in the "Official Gazette of the Commercial Register" shall contain the name, the social type and the address of the merging companies, as well as their registration data.

Article 33. Administrators report on the merge project.

The managers of each of the companies involved in the merger will draw up a report explaining and justifying in detail the joint draft merger in its legal and economic aspects, with particular reference to the the exchange rate of the shares, shares or shares and the special valuation difficulties that may exist, as well as the implications of the merger for the partners, creditors and employees.

Article 34. Expert report on the merge project.

1. Where the company resulting from the merger is anonymous or comanditaria by shares, the directors of each of the merging companies must apply to the business register for the registered office, the appointment of a or a number of independent and distinct experts to issue a separate report on the common draft terms of merger.

However, the administrators of all the merging companies referred to in the previous paragraph may ask the Commercial Registrar to designate one or more experts for the preparation of a single report. The competence for the appointment shall be the business registrant of the registered office of the acquiring company or of the registered office of the joint venture as the domicile of the new company.

2. The experts appointed may obtain from the companies involved in the merger, without limitation, all the information and documents they create useful and carry out all the verifications they deem necessary.

3. In their report they shall in any event state whether or not the exchange rate of the shares, shares or shares of the partners in the companies that are extinguished is justified; what the methods are followed to establish it; whether such methods are appropriate, mentioning the values to which they lead and the special difficulties of assessment, if they exist.

Experts shall also state whether the assets provided by the companies that are extinguished are equal, at least, to the capital of the new company or to the increase in the capital of the absorbent, as the case may be.

4. The liability of the experts shall be governed by the provisions of the company's auditor of accounts, and shall be exonerated if he/she credits that he has applied the due diligence and standards of his/her performance.

5. The report of independent experts on the joint draft terms of merger shall not be necessary where the whole of the partners with the right to vote and, where appropriate, those who are in accordance with the law or the statutes, have agreed to do so. legitimately the right to vote, of each of the companies involved in the merger or if it were wholly owned companies, in accordance with Article 49.1.2. of this Law.

Article 35. Merger after acquisition of a company with debt of the acquirer.

In the event of a merger between two or more companies, if any of them had incurred debts in the three years immediately preceding it to acquire control of another party participating in the merger or to acquire assets of the The following rules shall apply to the same essential for their normal operation or which are of importance for their heritage value:

1. The draft terms of merger shall indicate the resources and time limits provided for the satisfaction of the company resulting from the debts incurred for the acquisition of the control or the assets.

2. The administrators ' report on the draft terms of merger should indicate the reasons for the acquisition of the control or the assets and justify, where appropriate, the merger operation and contain a plan. economic and financial, with the expression of resources and the description of the objectives to be achieved.

3. The experts ' report on the draft merger should contain a judgment on the reasonableness of the indications referred to in the two preceding numbers, and also determine whether financial assistance exists.

In these assumptions, the expert report will be required, even when it is a unanimous merger agreement.

Section 3 Of The Merge Balance

Article 36. Merge balance.

1. The last approved balance sheet may be considered as a merger balance, provided that it has been closed within six months prior to the date of the draft merger.

If the annual balance sheet does not meet that requirement, a closed balance sheet must be drawn up after the first day of the third month preceding the date of the draft merger, following the same methods and criteria as Presentation of the last annual balance sheet.

2. In both cases, the valuations contained in the last balance sheet may be modified in respect of significant changes in fair value that do not appear in the accounting entries.

Article 37. Verification and approval of the balance sheet.

The merger balance and the modifications to the valuations contained therein shall be verified by the company's auditor of accounts, where there is an obligation to audit, and shall be subject to the approval of the (a) a meeting of partners to decide on the merger for which the purpose of the merger is to be expressly mentioned on the agenda of the meeting.

Article 38. Challenge of the merger balance.

The challenge of the merge balance cannot by itself suspend the execution of the merge.

At the request of the partner deemed to be harmed by the established exchange relationship, the designation of independent expert to determine the amount of the compensation may be submitted to the commercial registered office of the registered office. (a) compensatory measures, provided that they are provided for in the statutes or expressly decided by the boards to agree the merger or division of companies. The application to the Commercial Registrar shall be made within one month from the date of publication of the merger or division agreement in the "Official Gazette of the Commercial Register" and shall be substantiated by the rules established in the Regulation of the Commercial Registry.

Section 4. Of The Merge Agreement

Article 39. Information about the merge.

1. When publishing or communicating individually, by any means ensuring the receipt, the meeting of the board to which the approval of the draft merger is to be submitted, they shall be made available to the members, obligationists and holders. of special rights, as well as the representatives of the workers for their examination at the registered office, the following documents:

1. The Common Merge Project.

2. The reports of the administrators of each of the companies on the draft merger.

3. º The reports of independent experts, when the company resulting from the merger is anonymous or comanditaria by shares, provided they are legally necessary.

4. The annual accounts and management reports for the last three financial years, as well as the corresponding reports of the auditors of the companies in which they were legally enforceable.

5. The merger balance of each of the companies, where it is different from the last approved annual balance sheet, accompanied by the report that on its verification must issue, where appropriate, the auditor of the company's accounts.

6. The existing social statutes incorporated in public deed and, where appropriate, the relevant covenants to be entered in public document.

7. The draft constitution of the new company or, in the case of an absorption, the full text of the statutes of the acquiring company or, in the absence thereof, of the writing by which it is governed, including prominently the modifications to be made.

8. The identity of the directors of the companies participating in the merger, the date from which they hold their positions and, where appropriate, the same indications of those who are to be proposed as administrators such as consequence of the merger.

2. Members and workers ' representatives may request the free delivery or dispatch of copies of the documents by any means admitted in law.

3. Significant changes to the assets or liabilities occurring in any of the merging companies, between the date of the drafting of the draft merger and the date of the meeting of the shareholders ' meeting to be approved, shall be communicated to the the board of all merging companies. To this end, the administrators of the company in which the amendments would have been made must be brought to the attention of the administrators of the other companies so that they can inform their respective boards.

Article 40. Merge agreement.

1. The merger shall necessarily be agreed by the board of members of each of the companies participating in the merger, strictly in accordance with the common draft terms of merger, with the requirements and formalities laid down in the companies that are merged. Any agreement by a company to amend the draft terms of merger will be equivalent to the rejection of the proposal.

2. The publication of the notice of the meeting or, where appropriate, the communication of the draft merger to the partners, shall be made at least one month in advance of the date set for the conclusion of the meeting; it shall include the particulars (a) the right of all members, obligationists and special rightholders to examine in the registered office the documents referred to in the previous Article, and shall state the right to examine in the registered office the documents referred to in the previous Article; how to obtain free delivery or shipping of the full text of the same.

3. Where the merger takes place through the creation of a new company, the merger agreement must include the particulars legally required for the formation of the new company.

Article 41. Special requirements of the merger agreement.

1. The merger agreement will also require the consent of all the partners which, by virtue of the merger, will be able to respond in a limited way to the social debts, as well as that of the partners of the companies that are extingable to assume responsibility. personal obligations in the company resulting from the merger.

2. The individual rights holders, other than shares or units, shall also be required to give their individual consent if they do not enjoy, in the company resulting from the merger, rights equivalent to those in the the extinct company, unless the amendment of those rights has been approved by the assembly of those rightholders, where appropriate.

Article 42. Unanimous merger agreement.

When the participating companies or the company resulting from the merger are not anonymised or comanditarian by shares and the merger agreement would have been adopted on a board of partners with the assistance or representation of all of them and by unanimity, the general rules which are laid down in the second and third sections of this Chapter shall not apply to the general rules on the draft and the balance sheet. Nor shall the rules relating to the merger information provided for in Article 39 or those relating to the adoption of the merger agreement, the publication of the notice of the meeting and the communication, where appropriate, to the members of the draft terms of merger provided for in Article 40 (1) and (2

.

The application of the rules referred to in the preceding paragraph shall not restrict the rights of information which, in particular on employment, relate to the purpose and scope of the merger, workers.

Article 43. Publication of the agreement.

1. The merger agreement, once adopted, will be published in the "Official Gazette of the Commercial Register" and in one of the newspapers of great circulation in the provinces in which each of the companies has its domicile. The notice shall state the right of the partners and creditors to obtain the full text of the agreement adopted and the balance sheet of the merger, as well as the right of opposition to the creditors.

2. The publication referred to in the preceding paragraph shall not be required where the agreement is communicated individually in writing to all the partners and creditors, in accordance with a procedure to ensure that the agreement is received at the address listed in the documentation of the company.

Article 44. Right of opposition of creditors.

1. The merger may not be completed within one month from the date of publication of the last notice of the agreement approving the merger or, in the case of written communication to all the partners and creditors, of the sending of the communication to the last of them.

2. Within that period, the creditors of each of the merging companies whose credit was born before the date of publication of the draft terms of merger may be opposed to the merger and shall not have expired at that time and until they are guaranteed such appropriations. Creditors whose claims are already sufficiently guaranteed shall not be subject to this right of opposition to the merger.

The obligationists may exercise the right of opposition on the same terms as the other creditors, unless the merger has been approved by the assembly of obligationists.

3. In cases where creditors have the right to object to the merger, the merger may not take effect until the company submits a guarantee to the creditor's satisfaction or, in another case, until it notifies the creditor of the security of solidarity in favour of the company by a credit institution duly empowered to lend it, for the amount of the credit held by the creditor, and until such time as it does not prescribe the action to require its compliance.

Section 5. Of the formalization and enrollment of the fusion

Article 45. Public Merge Write.

1. The merging companies will raise the merger agreement adopted to public deed, to which the merger balance of those companies will be incorporated.

2. If the merger takes place by means of the creation of a new company, the deed must also contain the particulars legally required for the establishment of the merger for the purposes of the chosen type.

If this is done by absorption, the deed shall contain the statutory changes that would have been agreed by the acquiring company on the basis of the merger and the number, class and series of shares or shares or shares/shares/shares/shares/shares/shares/shares/shares/shares/shares/units which are to be attributed, in each case, to each of the new partners.

Article 46. Enrollment of the merger.

1. The effectiveness of the merger shall be with the registration of the new company or, where appropriate, the registration of the absorption in the competent Mercantile Register.

2. Once the merger has been registered, the registered seats of the extinct companies will be cancelled.

Section 6. Of the challenge of the merger

Article 47. Impeachment of the merger.

1. No merger may be contested after registration provided that it has been made in accordance with the provisions of this Law. The rights of the partners and third parties to the compensation of damages caused shall, where appropriate, be left to the other.

2. The period for the exercise of the action of challenge expires at three months from the date on which the merger was against the person who invoked the nullity.

3. The judgment declaring the nullity must be entered in the Register of Commerce, published in its "Official Gazette" and shall not in itself affect the validity of the obligations arising after the registration of the merger, in favour or in charge of the the acquiring company or the new company arising from the merger.

Of such obligations, when they are in charge of the acquiring company or of the new company, they will jointly and severally respond to the companies that participated in the merger.

4. If the merger is the result of the procedure for the creation of a new company, it shall also be subject to the system of nullity of the societarium type concerned.

Section 7. Effects of the merger on the responsibility of the partners

Article 48. Liability for social debts prior to the merger.

Unless the social creditors have consented to express the merger, the partners personally liable for the debts of the companies that are extinged by the merger that were previously contracted, will continue responding to those debts. This responsibility shall be prescribed for the five years from the publication of the merger in the "Official Gazette of the Commercial Register".

Section 8. Of Special Mergers

Article 49. Absorption of fully engaged society.

1. Where the acquiring company is a direct or indirect owner of all the shares or shares in which the capital of the company or companies is acquired, the operation may be carried out without the need for the Following requirements:

1. The inclusion in the draft terms of the merger of Articles 2 and 6 of Article 31 and, except in the case of intra-Community cross-border merger, the terms 9. and 10. of that same Article.

2. The reports of administrators and experts on the fusion project. However, the report of the administrators shall be necessary in the case of an intra-Community cross-border merger.

3. The capital increase of the acquiring company.

4. The approval of the merger by the general boards of the company or companies absorbed.

2. Where the acquiring company is an indirect holder of all the shares or shares in which the capital of the company is divided, in addition to taking into account the provisions of the preceding paragraph, it shall be necessary the report of experts referred to in Article 34 and shall, where appropriate, be required to increase the capital of the acquiring company. Where the merger leads to a decrease in the net worth of companies which do not participate in the merger for the share they have in the company being acquired, the acquiring company must compensate the latter companies for the reasonable of that participation.

Article 50. Absorption of the participating society at ninety percent.

1. Where the acquiring company is a direct holder of 90% or more, but not of the whole of the capital of the company or of the limited liability companies which are to be absorbed, the reports of administrators and experts on the draft terms of merger, provided that the acquiring company is offered by the acquiring company the acquisition of its shares or shares, estimated at its value reasonable, within a specified time limit which may not exceed one month from the date of the Registration of the absorption in the Mercantile Register. However, the report of the administrators shall be necessary in the case of a Community cross-border merger.

2. In the draft terms of merger, the value established for the acquisition of shares or shares shall be recorded. Members who express the wish to transmit the shares or social units to the acquiring company, but who do not agree with the value which they have set themselves in the project, may exercise, within the of the six-month period since they notified their intention to dispose of their shares or shares, the corresponding legal proceedings to require the company to acquire them for the fair value to be set in the proceedings.

3. The shares or shares of the company's partners that are not acquired must be exchanged for shares or shares owned by the acquiring company in the portfolio. In another case, and provided that the board does not have to be held at the request of the minority, the administrators are authorized, if provided for in the draft terms of merger, to raise capital to the extent strictly necessary for the exchange.

Article 51. Board of members of the acquiring company.

1. Where the acquiring company is a direct holder of ninety per cent or more of the share capital of the company or of the limited liability companies which are to be absorbed, the approval of the company shall not be required. merger by the board of members of the acquiring company, provided that at least one month in advance of the date envisaged for the holding of the board or boards of the companies being acquired which are to decide on the draft terms of merger, or the case of a fully-owned company, to the date envisaged for the formalisation of the absorption, would have been published the project by each of the companies participating in the operation with an announcement, published in the "Official Gazette of the Commercial Registry" or in one of the newspapers of great circulation in the province in which each of the companies has its registered office, in which the right which corresponds to the members of the acquiring company and to the creditors of the companies participating in the merger to examine in the registered office the documents indicated in the numbers 1. 3. 4. the first paragraph of Article 39, as well as free delivery or dispatch of the text of the same. The notice shall also mention the right of the members representing at least one per cent of the share capital to demand the holding of the board of the acquiring company for the approval of the absorption, as well as the right of the creditors of the acquiring company to oppose the merger within one month of the publication of the project, in the terms of Article 44 of this Law.

2. The directors of the acquiring company shall be required to convene the meeting to approve the absorption when, within 15 days of the publication of the last of the notices referred to in the preceding paragraph, the request partners representing at least one percent of the share capital. In this case, the board must be convened for its conclusion within two months of the date on which the administrators would have been required to convene the meeting.

Article 52. Assumptions assimilated to the absorption of fully-owned companies.

1. The provisions for the absorption of wholly owned companies shall apply, as appropriate, to the merger, in any of their classes, of companies wholly owned directly or indirectly by the same partner. as to the merger by absorption where the company is directly or indirectly the holder of all the shares or shares of the acquiring company.

2. Where the company is acquired indirectly from all the shares or social units in which the capital of the acquiring company is divided or when the acquired and absorbing companies are indirectly involved in the the same partner, the expert report referred to in Article 34 shall always be required and the capital increase of the acquiring company shall be required where appropriate. Where the merger leads to a decrease in the net worth of companies which do not participate in the merger for the holding in the acquiring or absorbing company, the acquiring company must compensate those companies for the reasonable of that participation.

Section 9. Operation assimilated to merge

Article 53. Operation assimilated to the merge.

It is also a merger of the operation whereby a company is extinguished by transmitting en bloc its assets to the company which owns all the shares, shares or shares corresponding to that company.

CHAPTER II

From intra-Community cross-border mergers

Article 54. Concept.

1. Intra-Community cross-border mergers are considered to be mergers of capital companies formed in accordance with the law of a State which is part of the European Economic Area and whose registered office, central administration or the main activity is within the European Economic Area, where at least two of them subject to the legislation of different Member States, one of the companies merging is subject to Spanish legislation.

2. Capital companies subject to Spanish legislation which may participate in cross-border mergers are public limited liability companies, limited liability companies and limited liability companies.

Article 55. Applicable legal regime.

The provisions of this Chapter are applicable to intra-Community cross-border mergers, and they supplement the provisions governing the merger in general.

Article 56. Exclusions from the cross-border merger regime.

1. The provisions of this Chapter shall not apply to cross-border mergers involving a cooperative partnership.

2. Nor shall the provisions of this Chapter apply to cross-border mergers involving a company whose object is the collective investment of capital obtained from the public and its operation is subject to the principle of distribution. the risks, the shares of which, at the request of the holder of the risks, are readwanted or redeemed, directly or indirectly, from the assets of that company. Such repurchases and reimbursements are equivalent to the fact that the collective investment company acts in such a way that the value of its holdings does not substantially separate from the value of its net inventory.

Article 57. Cash compensation.

The fact that the legislation of at least one of the States concerned allows cash compensation, which is part of the exchange rate, to exceed 10% of the nominal value or, failing that, of the book value of the shares or units which are exchanged shall not be an obstacle to the conduct of an intra-Community cross-border merger.

Article 58. Application of national legislation for reasons of public interest.

The rules allowing the Spanish Government to impose conditions for reasons of public interest to an internal merger will also apply to cross-border mergers where at least one of the merging companies is subject to Spanish law.

Article 59. Common draft for cross-border merger.

1. The common draft terms of cross-border merger to be drawn up by the administrators of each of the companies participating in the merger shall contain at least the terms set out in general for the common draft merger companies.

2. The project shall also include the following entries:

1. The particular advantages conferred on the experts to study the draft cross-border merger, as well as the members of the administrative, management, supervisory or control bodies of the companies which merge.

2. First of all, information on the procedures by which the conditions of employee involvement are determined in the definition of their rights to participate in the company resulting from the merger cross-border in accordance with the provisions of Article 67 of this Law.

Article 60. Report of the management or administrative bodies.

1. The report of the administrators of each of the companies involved in the cross-border merger, which they shall draw up in accordance with Article 33, shall be made available to the members and representatives of the employees, or to the the absence of the workers themselves, within a period of not less than one month before the date of the meeting of the partners to be resolved on the common draft cross-border merger.

2. When the administrators of the Spanish company receive an opinion from the employees ' representatives on time, this opinion shall be attached to the report.

Article 61. Approval by the partner board.

When deciding on the common draft of a cross-border merger, the shareholders ' meeting of each of the merging companies may make the merger conditional upon the express ratification of the provisions decided upon. for the participation of workers in the company resulting from the cross-border merger.

Article 62. Right of separation of the partners.

The partners of the Spanish companies participating in an intra-Community cross-border merger which vote against the agreement of a merger whose resulting company has its registered office in another Member State may be separated from the company in accordance with the provisions of limited liability companies.

Article 63. Merger of a limited liability company.

Limited liability companies will be applicable in a cross-border merger to the rules that govern in general terms for mergers of public limited liability companies.

Article 64. Pre-merge certification.

In the light of the data in the Register and in the public deed of merger filed, the Commercial Registrar of the registered office of the company that is merged will certify the correct performance of the acts and formalities prior to the merger by the companies subject to the Spanish legislation, to which the corresponding certificate shall be delivered without delay.

Article 65. Review of legality.

1. Where the company resulting from the merger is subject to Spanish legislation, the Registrar, before proceeding with the registration, shall also monitor the legality of the procedure with regard to the completion of the merger and the constitution of the new company or changes in the acquiring company, as well as the approval on the same terms of the joint project by the merging companies and, where appropriate, the adequacy of the provisions on participation of the workers. For these purposes, each of the participating companies shall forward to the merchant Registrar the certificate referred to in the preceding Article within six months of their issue and the joint draft terms of merger approved by the partner board.

2. In cases where, as provided for in Article 67, there is a need for worker participation within the meaning of Law 31/2006 of 18 October on the involvement of workers in European public limited companies and cooperatives, the merger may not be registered unless an agreement has been concluded for the participation of the workers, the period of negotiations has expired without any agreement or the competent bodies of the companies participating in the merger. merger has chosen to be directly subject to the established subsidiary provisions In Law 31/2006 of 18 October. Also, the statutes of companies resulting from cross-border mergers under no circumstances may be contrary to the provisions relating to the participation of workers who have been established.

3. If, in addition to the company resulting from the merger also outside Spain, any of the companies that are extinguished, the legality of the merger procedure in relation to the same shall be carried out by the Commercial Registrar of the domicile of the company as a result of the merger, it being sufficient that in the title presented to the Register it is established, duly accredited by the Registrar of the registered office of the company, that there are no registered obstacles to the proposed merger.

Article 66. Advertising and registration of cross-border merger.

1. It shall apply to the company or companies subject to Spanish law which participate in the merger with the provisions on the publication of mergers in general.

2. An indication shall be published in the 'Official Journal of the Trade Register' for each of the merging companies, the conditions for the exercise of the rights of the creditors and, where appropriate, the members of the companies which are merge, as well as the address where comprehensive information on these conditions can be obtained, free of charge.

3. Where the company resulting from the merger is subject to Spanish legislation, the Trade Register which has practised the registration shall immediately notify the Registers where the participating companies are registered for the purposes of its cancellation.

Article 67. Rights of employee involvement in the company resulting from the merger.

1. Where the company resulting from the merger has its registered office in Spain, the rights of employee involvement in the company shall be defined in accordance with Spanish labour law.

In particular, the rights of employee participation in the company shall be defined in accordance with the provisions of Title IV of Law 31/2006 of 18 October 2006.

2. Where at least one of the companies participating in the merger is managed in the form of employee participation and the company resulting from the cross-border merger is governed by that system, the system must adopt a legal form which allow the exercise of the rights of participation.

3. For the purposes of this Law, the concepts of employee involvement and participation shall be those set out in Article 2 of Law 31/2006 of 18 October 2006.

4. The rights of information and consultation of employees of the company resulting from the merger which they provide in their services at work centres located in Spain shall be governed by Spanish labour law, irrespective of the place where such a company have your address.

TITLE III

From the spinoff

CHAPTER I

General provisions

Article 68. Classes and requirements.

1. The division of a registered trading company may take any of the following:

1. th Total Scission.

2. th Partial rescission.

3. Segregation.

2. The companies benefiting from the division may be of a commercial type other than that of the company being spun off.

3. The division may be agreed only if the shares or contributions of the partners to the company being spun off are fully disbursed.

Article 69. Total excision.

It is understood by total excision the extinction of a society, with division of all its patrimony in two or more parts, each of which is transmitted in block by universal succession to a society of new creation or is absorbed by an existing company, receiving the partners a number of shares, shares or shares of the recipient companies proportional to their respective participation in the company being spun off.

Article 70. Partial split.

1. Partial division means the universal succession of one or more parts of the assets of a company, each of which forms an economic unit, to one or more newly created or existing companies, receiving the members of the company which is divided by a number of shares, shares or social shares of the companies benefiting from the division proportional to their respective participation in the company which is divided and reducing the social capital at the required amount.

2. If the part of the assets which is transferred en bloc is constituted by one or more undertakings or commercial, industrial or service establishments, the debts incurred by the organisation or the company may be attributed to the recipient company. operation of the company being transferred.

Article 71. Segregation.

segregation is understood to be the universal succession transfer of one or more parts of the assets of a company, each of which forms an economic unit, to one or more companies, receiving in return the the segregated company shares, shares or shares of the recipient companies.

Article 72. Constitution of a company wholly owned by the transfer of assets.

As soon as they proceed, the rules of division into the operation by which a company transmits its patrimony to another newly created company will be applied, receiving in return all the shares, participation or shares of partner of the receiving company.

CHAPTER II

Legal framework of the excision

Article 73. Legal status of the division.

1. The division will be governed by the rules established for the merger in this Law, with the provisos contained in this Chapter, understanding that the references to the society resulting from the merger amount to references to the companies receiving the excision.

2. The division into which commercial companies of a different nationality are involved or are established shall be governed by the provisions of the respective personal laws. European public limited liability companies shall be subject to the rules applicable to them.

Article 74. Project of division.

In the excision project, in addition to the mentions listed for the merge project, they will be included:

1. The designation and, where appropriate, the precise distribution of the assets and liabilities to be transmitted to the recipient companies.

2. The division between the partners of the company being divided from the shares, shares or shares corresponding to them in the capital of the recipient companies, and the criterion on which that distribution is based. This mention will not be made in cases of segregation.

Article 75. Attribution of assets and liabilities.

1. In the event of a total split, where an element of the asset has not been attributed to any of the receiving companies in the draft terms of division and the interpretation of the division does not permit a decision on the allocation, that element or its equivalent shall be distributed between all beneficiary companies in proportion to the asset attributed to each of them in the draft terms of division.

2. In the event of a total split, where an element of the liability is not attributed to any of the receiving companies in the draft terms of division and the interpretation of the division does not enable it to decide on its distribution, it shall be jointly and severally liable for all companies. beneficiaries.

Article 76. Allocation of shares, units or shares to the partners.

In cases of total excision or partial division with a plurality of recipient companies, provided that the members of the company are not attributed to the company being spun off shares, shares or shares of all companies beneficiaries, the individual consent of those affected will be necessary.

Article 77. Administrators ' report on the draft excision.

In the report on the draft excision to be drawn up by the directors of the companies participating in the division, it should be expressed that the reports on the proposed non-cash contributions have been issued. in this Law for the case that the companies benefiting from the division are anonymous or committed by shares, as well as the Commercial Registry in which those reports are deposited or are to be deposited.

Article 78. Report of independent experts.

1. Where the companies participating in the division are anonymous or otherwise committed by shares, the draft terms of division shall be submitted to the report of one or more independent experts appointed by the Commercial Registrar of the address of each of these companies. The report shall also include the valuation of the non-cash assets transferred to each company.

2. By way of derogation from the above paragraph, the administrators of all the companies involved in the division may ask the Registrar of the domicile of any of them for the appointment of one or more experts for the purposes of the division. processing of a single report.

3. The report or reports of experts shall not be necessary when the totality of the partners with the right to vote and, where appropriate, those who in accordance with the law or the statutes may legitimately exercise the right to vote, shall not be required. of the companies involved in the division.

Article 79. Post-split project property modifications.

The directors of the company being divided are obliged to inform their shareholders ' meeting of any major changes in the assets that have occurred between the date of preparation of the draft terms of division and the date of the meeting. of the board. The same information shall, in cases of division by absorption, provide the administrators of the recipient companies and the directors of the company being divided, so that they, in turn, inform their shareholders ' meeting.

Article 80. Joint and several liability for unfulfilled obligations.

Of the obligations assumed by a receiving company which are not fulfilled, the other recipient companies shall be jointly and severally liable to the amount of the net asset attributed in the division to each of them and, if (a) the company itself is divided by the entire obligation.

TITLE IV

From the global asset and liability lease

CHAPTER I

General provisions

Article 81. Global disposal of assets and liabilities.

1. A registered company may en block all its assets by universal succession, to one or more partners or third parties, in exchange for a consideration which may not consist of shares, shares or shares of the transferee's partner.

2. The transferring company shall be extinguished if the consideration is received in full and directly by the partners. In any event, the consideration received by each partner must comply with the rules applicable to the settlement fee.

Article 82. Plural global cession.

When the global transfer is made to two or more transferee, each part of the assets to be transferred shall constitute an economic unit.

Article 83. Global transfer by companies in liquidation.

Companies in liquidation will be able to give up their assets and liabilities globally as long as the distribution of their assets between the partners has not begun.

Article 84. International global assignment.

When the transferring company and the transferee or transferee are of a different nationality, the global transfer of assets and liabilities shall be governed by the provisions of their respective personal laws. European public limited liability companies shall be subject to the rules applicable to them.

CHAPTER II

Legal regime of global cession

Article 85. Project of global cession.

1. The directors of the company shall draw up and subscribe to a draft global assignment, which shall contain at least the following particulars:

1. The name, social type and address of the company and the identification data of the transferee or transferee.

2. The date from which the assignment will have accounting effects in accordance with the provisions of the General Accounting Plan.

3. Information on the valuation of the assets and liabilities of the assets, the designation and, where appropriate, the precise allocation of the assets and liabilities to be transmitted to each transferee.

4. The consideration to be received by the company or the partners. Where the consideration is attributed to the partners, the criterion in which the distribution is founded shall be specified.

5. The possible consequences of the global assignment on employment.

2. The administrators shall submit a copy of the draft global assignment for their deposit in the Mercantile Register.

Article 86. Administrators report.

Administrators will draw up a report by explaining and justifying in detail the global lease project.

Article 87. Global lease agreement.

1. The overall disposal shall be agreed by the board of partners of the transferring company, in accordance with the requirements laid down for the adoption of the merger agreement, in accordance with the requirements laid down for the adoption of the merger agreement.

2. The agreement on global transfer will be published in the "Official Gazette of the Commercial Registry" and in a newspaper of great circulation in the province of the registered office, with the expression of the identity of the transferee or transferee. The notice shall state the right of the partners and creditors to obtain the full text of the agreement adopted, as well as the right of opposition to the creditors.

The publication of the global transfer agreement shall not be required where the agreement is communicated individually in writing to all the partners and creditors, in accordance with a procedure to ensure that the agreement is received at the address listed in the agreement. in the documentation of the company. In addition, the project of global assignment and the report of the administrators shall be made available to the employees ' representatives.

Article 88. Right of opposition of creditors.

1. The total transfer may not be carried out before one month, from the date of publication of the last notice of the agreement or, in the case of written communication to all the partners and creditors, of the sending of the communication to the last of the them.

2. Within that period, the creditors of the transferring company and the creditors of the transferee or transferee may object to the transfer, under the same conditions and with the same effects provided for in the case of merger.

Article 89. Writing and recording of the global assignment.

1. The total transfer shall be recorded in public deed granted by the transferring company and by the transferee or transferee. The deed shall contain the global transfer agreement adopted by the transferring company.

2. The effectiveness of the global cession will occur with the registration in the Mercantile Registry of the transferring company. If the company is extinguished as a result of the transfer, its registered seats shall be cancelled.

Article 90. Challenge of the global cession.

The provisions for mergers in Article 47 of this Law will apply to the global cession.

Article 91. Joint and several liability for unfulfilled obligations.

1. The obligations assumed by a transferee which are not fulfilled shall be jointly and severally liable to the other transferee, up to the limit of the net asset attributed to each of them in the transfer; and, as the case may be, the partners up to the limit of they would have received as consideration for the assignment, or the society itself which would not have been extinguished, by the whole obligation.

2. The liability of the transferee and the partners shall be prescribed at five years.

TITLE V

From the international transfer of the registered office

CHAPTER I

General provisions

Article 92. Legal regime for the international transfer of the registered office.

The transfer abroad of the registered office of a Spanish company registered and that of a foreign company to the Spanish territory shall be governed by the provisions of the Treaties or International Conventions in force in Spain and in this Title, without prejudice to the provisions of the European public limited liability company.

Article 93. Transfer of the registered office abroad.

1. The transfer abroad of a registered company incorporated under Spanish law may only be carried out if the State to whose territory it is transferred permits the maintenance of the legal personality of the company.

2. Companies in liquidation and those in the competition of creditors shall not be able to transfer their domicile abroad.

Article 94. Transfer to Spanish territory of the registered office.

1. The transfer to the Spanish territory of a company incorporated under the law of another State party to the European Economic Area shall not affect the legal personality of the company. However, it must comply with the requirements of the Spanish law for the constitution of a company whose type is, unless otherwise provided for in the Treaties or International Conventions in force in Spain.

In particular, foreign capital companies intending to transfer their registered office to Spain from a State which is not part of the European Economic Area shall justify with independent expert report that their Net worth covers the amount of social capital required by Spanish law.

2. The same rule applies to the transfer to Spain of the domicile of companies formed in accordance with the law of other States, if their personal law permits them to maintain legal personality.

CHAPTER II

Move legal regime

Article 95. Project to move.

1. The administrators of the company intending to move the home abroad will have to draft and subscribe to a project of transfer. If any of them are missing, it will be pointed out at the end of the project with indication of the cause.

2. The transfer project shall contain at least the following entries:

1. The name and address of the company, as well as the data identifier of the registration in the Mercantile Register.

2. The proposed new registered office.

3. The statutes to govern the company after its transfer, including, where appropriate, the new social name.

4. The expected schedule for the move.

5. The rights provided for the protection of the members and creditors, as well as the workers.

3. The administrators are obliged to present, for their deposit in the relevant Mercantile Register, a copy of the transfer project. The Registrar's deposit and qualification shall be communicated to the Central Business Registrar for immediate publication in the "Official Gazette of the Commercial Register" of the deposit and the date on which it took place. The publication of the call for the meeting of the partners to be resolved on the transfer shall not be made before the deposit has been made.

In the notice in the "Official Gazette of the Commercial Register" they must include the name, the social type and the address of the company that is transferred, the data of their registration in the Mercantile Register, as well as an indication the conditions for the exercise of the rights of the members and the creditors and the address where information on these conditions can be obtained without costs.

Article 96. Administrators report.

The administrators will draw up a report explaining and justifying in detail the draft transfer in its legal and economic aspects, as well as its consequences for the partners, creditors and workers.

Article 97. Approval by the partner board.

The transfer of the domicile to another State shall necessarily be agreed by the members ' meeting with the requirements and formalities laid down in the system of the transferring company.

Article 98. Convening of the meeting and right of information.

1. The notice of the meeting must be published in the "Official Gazette of the Commercial Register" and in one of the newspapers of great circulation in the province in which the company has its registered office, two months in advance at least to the scheduled date for the holding of the meeting.

2. Together with the call, the following terms must also be published:

1. The current domicile and the home address that the company intends to have.

2. The right of the members and creditors to examine in the registered office the project of transfer and the report of the administrators, as well as the right to obtain free, if requested, copies of such documents.

3. The right of separation of the partners and the right of opposition that corresponds to the creditors and the way to exercise those rights.

Article 99. Right of separation of the partners.

Partners who have voted against the agreement to transfer the registered office abroad may be separated from the company in accordance with the provisions of limited liability companies.

Article 100. Right of opposition of creditors.

The creditors of the company whose credit would have been born before the date of publication of the project for the transfer of the registered office abroad will have the right to oppose the transfer in the terms established for the opposition to the merger.

Article 101. Pre-shipment certification.

In the light of the data obtained in the Commercial Registry and in the public deed of transfer, the Commercial Registrar of the registered office of the company will certify the fulfillment of the acts and formalities that have to be carried out by the company prior to the transfer. Once that certification has been issued, the Register will be closed for new registrations.

Article 102. Effectiveness of the transfer of the company's domicile abroad.

The transfer of the registered office, as well as the corresponding modification of the social deed or the statutes, shall take effect on the date on which the company has registered in the Registry of the new domicile.

Article 103. Cancellation of registration.

The cancellation of the registration of the company in the Mercantile Register will take place when the certificate is provided that accredits the registration of the society in the Register of its new registered office and the ads of that registration in the "Official Gazette of the Commercial Register" and in one of the newspapers of great circulation in the province in which the company would have had its address.

Additional disposition first. Labour rights derived from structural modifications.

1. The provisions of this Law are without prejudice to the rights of information and consultation of workers provided for in labour law.

2. In the event that the structural changes covered by this Law entail a change in the ownership of the undertaking, a working centre or an autonomous productive unit, the forecasts set out in Article 44 shall apply. of the Recast Text of the Law of the Workers ' Statute, approved by Royal Legislative Decree 1/1995, of March 24.

Additional provision second.

The transformation, merger, division or global transfer of assets and liabilities of the non-registered collective societies and, in general, of the irregular companies, will require their prior registration.

Transitional disposition. Transitional arrangements.

This Law shall apply to structural modifications of commercial companies whose projects have not yet been approved by the company or companies involved prior to the entry into force of the Law.

Repeal provision. Repealed rules.

The entry into force of this Law will be repealed:

1. The second paragraph of Article 149, Chapter VIII (Articles 223 to 259), the first paragraph of Article 260 (1) and the second paragraph of the first provision of the Recast Text of the Law of Public Limited Companies approved by Royal Decree 1564/1989 of 22 December 1989.

2. Chapter VIII (Articles 87 to 94), the second subparagraph of Article 111 (2), Article 117 and Article 143 of Law 2/1995 of 23 March of Limited Liability Societies.

3. Articles 19 and 20 of Law 12/1991 of 29 April of Economic Interest Groups.

Final disposition first. Amendment of the Recast Text of the Law of Companies, approved by Royal Decree 1564/1989 of 22 December 1989.

Articles 11.1, 15.2, 38, 41.1, 42, 75, 76, 78, 79,3ª, 84, 103.1, 158.1, 166, 266 and 293 of the Recast Text of the Law on Companies, approved by Royal Decree-Law 1564/1989 of 22 December 1989, are amended. introduce into this Law the new Articles 38a, 38b, 38c and 50a.

One. Article 11 (1) is worded as follows:

" 1. 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 made on the basis of 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. "

Two. Article 15 (2) shall have the following

:

" 2. 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 Specific mandate by the persons to this end designated by all the partners, will respond to the society in formation with the patrimony formed by the contributions of the partners. The partners will respond personally to the limit of what they would have been required to contribute.

However, if the start date of the social operations coincides with the date of the grant of the founding deed, and unless the social statutes or the deed provide otherwise, the administrators shall be deemed to be they are empowered for the full development of the social object and for carrying out all kinds of acts and contracts, of which the training company and the partners will respond in the terms that have been indicated. '

Three. Article 38 is worded as follows:

" Article 38. Non-cash contributions: expert report.

1. Non-cash contributions, whatever their nature, shall be the subject of a report drawn up by one or more independent experts with professional competence, appointed by the Commercial Registrar of the registered office in accordance with the 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.

4. 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.

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

Four. A new Article 38a is inserted with the following wording:

" Article 38a. Exceptions to the requirement of the report.

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

1. 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.

2. When the contribution consists of goods other than those mentioned in the number 1. The fair value of the goods would have been determined, within six months before the date of the actual implementation of the contribution, by 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 an expert. independent 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 the capital increase agreement, may be requested by the Commercial Registrar of the registered office which, by the company, name an expert to carry out the valuation of the assets. The application may be made up to the day of the actual performance of the contribution, provided that at least five percent of the share capital is still present at the time of submission. "

Five. A new Article 38b is introduced with the following wording:

" Article 38b. Administrators report.

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

1. The description of the contribution.

2. The value of the contribution, the origin of that assessment, 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.

3. 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.

4. A statement indicating that no new circumstances have appeared that may affect the initial assessment. "

Six. A new Article 38c is introduced with the following wording:

" Article 38c. 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. '

Seven. The first paragraph of Article 41 is amended as follows:

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

With the convening of the meeting, a report prepared by the administrators to justify the acquisition, as well as the one required in this Section for the valuation of the contributions, should be made available to the shareholders. Dinerarias. The provisions of Article 38c shall apply. '

Eight. Article 42 is amended as follows:

" Article 42. Passive dividends.

1. The shareholder must provide the company with the portion of the capital that would have been outstanding, in the form and within the maximum period provided for in the social statutes.

2. The requirement for the payment of the passive dividends shall be notified to the persons concerned or shall be announced in the "Official Gazette of the Trade Register". Between the date of dispatch of the notice or the date of the notice and the date of payment shall be at least one month. '

Nine. A new Article 50a is inserted with the following wording:

" Article 50a. Equal treatment.

The company must give equal treatment to shareholders who are in identical conditions. "

Ten. Article 75 is amended as follows:

" Article 75. Derivative acquisitions of own shares.

1. The company may acquire its own shares and those issued by its dominant company under the following conditions:

1. The acquisition has been authorized by agreement of the general meeting, which shall establish the modalities of the acquisition, the maximum number of shares to be acquired, the minimum and maximum value when the acquisition be onerous, and the duration of the authorisation, which may not exceed five years.

When the acquisition is subject to shares in the dominant company, the authorization must also be carried out by the general meeting of the 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.

2. The acquisition, including the shares that the company, or person acting in its own name but on behalf of the company, had previously acquired and held in a portfolio, does not have the effect of Net income is lower 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 appropriate, the parent company and its subsidiaries, may not exceed 20% or, if the company was listed, ten percent of the subscribed capital.

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 perform ancillary services is accompanied by such acquisition. "

Once. Article 76 is amended, which is amended as follows:

" Article 76. Consequences of the infringement.

1. Shares acquired in contravention of the provisions of the foregoing Articles shall be entered within the maximum period of one year from the date of the first acquisition.

2. On the expiry of the period referred to in the preceding paragraph without the disposal having taken place, the administrators shall immediately convene a general meeting of shareholders to agree on the depreciation of the shares themselves with the a reduction in social capital.

3. In the event that the company has not reduced the share capital within two months from the date of the end of the maximum period for 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 shares of the dominant company shall be judicially disposed of at the request of an interested party. "

Twelve. Article 78 is amended to read as follows:

" Article 78. Obligation to dispose.

1. The shares acquired in accordance with the provisions of paragraphs (b) and (c) of the preceding Article shall be completed within a maximum of three years from the date of acquisition, unless they have previously been amortised by means of (b) the reduction of social capital or which, 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% or, if the company is listed, of 10% of the capital social.

2. On the expiry of the period referred to in the preceding paragraph without the disposal having taken place, the provisions laid down in Article 76 (2) and (3) shall apply.

Thirteen. The third rule in Article 79 is amended, as follows:

" 3. The net worth shall be an unavailable reserve equivalent to the amount of shares of the dominant company computed on the asset. This reserve must be maintained as long as the shares are not listed. "

Fourteen. Article 84 is amended to read as follows:

" Article 84. 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. "

Fifteen. The first paragraph of Article 103 is amended, as follows:

" Article 103. Constitution. Special assumptions.

1. 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 the acquisition of new shares, as well as the transformation, merger, division or global transfer of assets and liabilities and the transfer of domicile abroad, will be necessary, at first call, for the participation of shareholders present or represented at least 50% of the subscribed capital with the right to vote. "

Sixteen. Article 158 (1) is amended, which shall be amended as follows:

" 1. In the case of increases in share capital with the issuance of new shares, ordinary or privileged, from cash contributions, the former shareholders may exercise within the time limit which the administration of the company may grant to them, which shall not be less than 15 days after the publication of the notice of the offer to subscribe for the new issue in the "Official Gazette of the Trade Register" in the case of listed companies, and for one month in the other cases, the right to subscribe to a number of shares proportional to the nominal value of the shares held. '

seventeen. Article 166 is amended to read as follows:

" Article 166. Right of opposition.

1. Creditors 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.

The creditors whose claims are already sufficiently secured shall not be entitled to this right.

2. The right of opposition shall be exercised within one month from the date of the last announcement of the agreement.

3. In cases where creditors have the right to oppose the reduction, the reduction may not take effect until the company provides a guarantee to the creditor's satisfaction or, in another case, until it notifies the creditor of the security of the creditor. solidarity in favour of the company by a credit institution duly empowered to lend it for the amount of the credit held by the creditor and until such time as it does not prescribe the action to require its compliance. "

Eighteen. Article 266 is amended to read as follows:

" Article 266. Opening of settlement.

The dissolution of the company opens the liquidation period. "

nineteen. Article 293 is amended to read as follows:

" 1. The shareholders of the company shall have the right of preferential subscription to the convertible bonds, to which the provisions of Article 158 of this Law will apply.

2. In cases where the interest of the company so requires, the General Board, when deciding on the issuance of convertible debentures, may agree to the total or partial deletion of the right of preferential subscription. For the validity of this agreement, which must be respected as provided for in Article 144, it will be essential:

(a) The proposal to abolish the right of preferential subscription has been made on the call of the Board of Directors.

(b) In the report of the administrators referred to in Article 292 (2), the proposal for the deletion shall be justified in detail.

(c) In the report of the auditor of accounts referred to in Article 292 (2), a technical judgment is issued on the reasonableness of the data contained in the administrators ' report and on the suitability of the the conversion ratio, and, where appropriate, of its adjustment formulae, to compensate for any dilution of the economic participation of the shareholders. '

Final disposition second. Amendment of Law 2/1995, of March 23, of Limited Liability Societies.

Articles 21.5 and 53.2 of Law 2/1995 of 23 March of Limited Liability Societies are amended.

One. The fifth paragraph of Article 21 is worded as follows:

" 5. Members whose non-cash contributions are valued in accordance with the provisions of the Law on Limited Companies are excluded from the joint liability. "

Two. The second paragraph of Article 53 is worded as follows:

" 2. By way of derogation from the above paragraph:

1. The increase or reduction of the capital and any other modification of the social statutes will require the favorable vote of more than half of the votes corresponding to the participations in which the capital is divided social.

2. The authorization of the administrators to dedicate themselves, for their own or others, to the same, analogous or complementary gender of activity that constitutes the social object; the suppression 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. '

Final disposition third. Amendment of Law 31/2006 of 18 October on the involvement of workers in European public limited companies and cooperatives.

One. A new title is introduced in Law 31/2006 of 18 October on the involvement of workers in European public limited companies and cooperatives, with the following wording:

" TITLE IV

Provisions applicable to intra-Community cross-border mergers of capital companies

CHAPTER I

Provisions applicable to companies resulting from intra-Community cross-border mergers with registered offices in Spain

Article 39. Rights of worker participation in companies resulting from intra-Community cross-border mergers.

1. The participation of workers in the company resulting from the intra-Community cross-border merger which has or is to have its registered office in Spain, as well as its involvement in the definition of the corresponding rights, will be governed by the provisions laid down in this Chapter where one of the following conditions is met:

(a) That at least one of the merging companies employs, during the six-month period preceding the publication of the common draft terms of merger, an average number of workers exceeding 500 and is managed under the participation of workers.

b) That in the event of the participation of workers in the company resulting from the cross-border merger, the company does not reach at least the same level of employee participation as that applied to the companies participants in the merger, measured on the basis of the proportion of members representing the employees in the administrative or control body, or their committees, or in the competent management body within the companies to decide on the distribution of the benefits.

(c) That, in the event of the participation of workers in the company resulting from the merger, workers from establishments in such a company located in other Member States exercise rights of participation lower than the rights of participation employed by workers employed in Spain.

2. The application of the provisions of this Chapter excludes that of the provisions of any other Member State in which the company resulting from the merger or the merging companies has work centres, except in cases where the there is an express reference in this chapter.

Article 40. Procedure for the negotiation of the rights of participation.

The provisions contained in Chapter I of Title I of this Law shall apply to workers ' participation rights, with the following peculiarities:

1. The competent bodies of companies participating in the merger shall have the right to opt, without prior negotiation, for being directly subject to the subsidiary provisions referred to in Article 20 for the purposes of the participation of employees in the cases of merger of companies, or to respect those provisions as from the date of registration of the company resulting from the merger.

2. The provisions of Article 8 (2) and (3) shall not apply in respect of the functions of the special negotiating body. However, the special negotiating body shall have the right to decide, by a majority of two-thirds of its members representing at least two-thirds of the employees, including the votes of the members representing the employees in at least two thirds of the members of the Different Member States, not to start negotiations or to put an end to the negotiations already under way, and to rely on the rules of participation in the Spanish labour law.

3. The provisions of Article 9.2 shall not apply. In the event that in any of the merging companies a system for the participation of workers in their administrative or supervisory bodies is applied which affects at least 25 per 100 of the total number of employees employed in the all of the participating companies, where the outcome of the negotiations can determine a reduction in the rights of participation of the existing workers in the participating companies, the majority necessary to take such The agreement will be that of two-thirds of the members of the negotiating commission, representing in turn, the less, two-thirds of workers and include the votes of members representing workers from at least two Member States.

A reduction in the rights of participation, for these purposes, means the establishment of a number of members in the bodies of the company resulting from the merger of the largest number existing in any of the participating companies.

4. The content of the agreement must include:

a) The identification of the parts that make it up.

b) The scope of the agreement.

(c) The essential elements of the rules for participation, including, where appropriate, the determination of the number of members of the company resulting from the cross-border merger which the employees will have the right to choose, designate or recommend or whose designation they shall have the right to oppose, the procedures to be followed for that purpose and their rights.

d) The date of entry into force of the agreement, its duration and the terms of its denunciation, extension and renegotiation.

Article 41. Application of the subsidiary provisions on participation.

1. The subsidiary provisions laid down in Article 20 concerning the participation of workers shall apply to the company resulting from the intra-Community cross-border merger, as from the date of its establishment, in the Following cases:

a) When the parties so decide.

(b) Where no agreement has been reached within six months or, where appropriate, during the period of the extension of this period, in accordance with Article 10, and provided that:

1. The negotiating commission has not taken the decision not to start negotiations or to end the negotiations already established and to build on the rules of participation in the Spanish labour law.

2. The competent bodies of each of the participating companies decide to accept the application of the subsidiary provisions. If they decide not to accept the application of those provisions, the merger process cannot be continued.

3. It shall be applied before the registration of the company resulting from the merger in any of the participating companies a system of participation of the workers in its administrative or control bodies which affect 33.3 per 100, at least, of the total number of employees employed in all the participating companies, or at a lower number, if the negotiating commission so decides.

2. For the purposes of the preceding paragraph, consideration shall be given to all prior participation schemes which comply with the provisions of Article 2 (l), irrespective of their legal or conventional origin.

If none of the participating companies is governed by one such system of participation prior to the registration of the merger, the company resulting from the merger will not be required to lay down provisions on of employee participation.

When different systems of employee participation existed within the different participating societies, it is up to the negotiating commission to decide which of these systems should be applied in the society. The special negotiating body shall inform the competent body of the participating companies of the decision taken in this regard.

If on the date of registration of the company the special negotiating body has not informed the competent body of the participating companies on the existence of a decision taken in accordance with the above paragraph, it will apply to the company resulting from the merger the system of participation which would have previously affected the largest number of workers in the participating companies.

Article 42. Extension to companies resulting from intra-Community cross-border mergers of certain provisions applicable to European companies.

The provisions of Chapter III of Title I for European companies shall apply to companies resulting from intra-Community cross-border mergers domiciled in Spain, except in their references (a) the representation bodies and the representatives of the employees who perform their duties in the context of an information and consultation procedure.

Article 43. Protection in the event of subsequent national mergers.

When the company resulting from the intra-Community cross-border merger is managed on the basis of employee participation, that company must ensure the protection of the rights of workers in the event of subsequent national mergers for a period of three years after the intra-Community cross-border merger has taken effect, in so far as the provisions laid down in this Title are applied as soon as possible.

CHAPTER II

Provisions applicable to workplaces located in Spain of companies resulting from intra-Community cross-border mergers

Article 44. Scope of the chapter.

1. Except in its references to the body of representation, the provisions contained in Title II shall apply to workplaces located in Spain of companies resulting from cross-border mergers with registered offices in any Member State. Member State of the European Economic Area.

2. Likewise, the provisions contained in Title III, in respect of procedures, shall apply to companies involved in intra-Community cross-border merger proceedings and to companies resulting from such processes. judicial, in the terms set out in that title.

3. The provisions of the preceding paragraphs shall apply only in cases where the participation of workers in the company resulting from the merger must exist in accordance with the provisions of the Member States in respect of which the compliance with Article 16 of Directive 2005 /56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of capital companies.

Article 45. Legal effectiveness in Spain of the provisions of other Member States.

Agreements between the special negotiating body and the competent body of the participating companies concluded in accordance with the provisions of the Member States and, failing that, the subsidiary rules of those provisions obligate all the work centres of the company resulting from the merger within its scope and located on Spanish territory, as well as their respective employees, for the duration of their validity.

However, the validity and effectiveness of such agreements under no circumstances will be able to undermine or alter the negotiating, information and consultation powers that Spanish law grants to the works councils, delegates of union staff and organisations, as well as any other representative body established by collective bargaining. "

Two. Paragraphs 3 and 4 of the first provision are amended as follows:

" 3. This Law will not affect:

(a) To the existing rights of employee involvement other than those of participation in the SE's organs which enjoy the employees of the SE and its work centres and subsidiary undertakings in accordance with the national laws and practices of the Member States.

It will also not affect the rights of employee involvement other than those of participation in the bodies of the company resulting from the intra-Community cross-border merger of which the employees of the company are of their workplaces in accordance with the national laws and practices of the Member States.

(b) Rights in the area of participation in the bodies of the employees of the SE's subsidiaries in accordance with national laws and practices.

4. In order to safeguard the rights referred to in paragraph 3, the register of the company shall not by itself terminate the mandate of the legal representatives of the workers of the participating companies which cease to exist as legal entities. differentiated, that they will continue to perform their duties on the same terms and under the same conditions as they previously governed. "

Final disposition fourth. Amendment of Law 13/1989, of May 26, of Credit Cooperatives.

New wording is given to Article 10 of Law 13/1989, of 26 May, of Credit Cooperatives, whose wording becomes the following:

" Article 10. Merger, division and transformation:

1. They shall require prior administrative authorisation, with a report from the Banco de España, mergers, divisions or transformations affecting a Credit Union.

In the event that the entity resulting from the merger, division or transformation is a Credit Union, the Credit Union must apply for registration in the corresponding Register of the Banco de España, without prejudice to the registration it is applicable in the Registers of the Autonomous Communities which have jurisdiction in this matter under its Autonomy Statute, and to comply with the other rules and obligations of registration.

2. Where a Credit Union is transformed into another credit institution, the Mandatory Reserve Fund of that credit institution shall be integrated into the social capital of the entity resulting from the transformation.

Such a transformation will not result in the loss of the condition of fiscally protected in the tax period of the Company Tax that concludes with the transformation of the legal form of the entity, in the established in Article 26 of the Recast Text of the Law on Corporate Tax, approved by the Royal Legislative Decree 4/2004 of 5 March 2004. In that tax period, it shall be integrated into the tax base corresponding to the cooperative or extra-operating results, as appropriate, the part of the Mandatory Reserve Fund which has undermined that taxable base in periods above. "

Final disposition fifth. Competence title.

This law is dictated by the powers that Article 149.1.6. of the Constitution confers exclusively on the State in matters of commercial law.

Final disposition sixth. Incorporation of Community law.

By this Law, Directive 2005 /56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of capital companies and Directive 2006 /68/EC are incorporated into Spanish law. of the European Parliament and of the Council of 6 September 2006 amending Council Directive 77 /91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital. Directive 2007 /63/EC of the European Parliament and of the Council of 13 November 2007 amending Council Directives 78 /855/EEC and 82 /891/EEC as regards the requirement for the submission of a report on the an independent expert in the event of a merger or division of public limited liability companies.

Final disposition seventh. Enabling the Government.

1. The Government is enabled to remerge within twelve months in a single text, under the title "Capital Companies Act", the regulatory laws of the capital companies, regulating, clarifying and harmonizing the following legal texts:

-Section 4, Title I, Book II, of the Trade Code of 1885, relating to the joint companies for shares.

-Royal Legislative Decree 1564/1989 of 22 December 1989 approving the recast of the Law on Limited Companies.

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

-And Title X of Law 24/1988, of July 28, of the Securities Market, concerning listed public limited companies.

2. The Government is hereby authorised to make provision for all provisions to be necessary for the proper implementation and enforcement of the provisions of this Law.

Final disposition octave. Entry into force.

This Law shall enter into force three months after its publication in the "Official Gazette of the State", with the exception of the provisions of Chapter II of Title II, relating to intra-Community cross-border mergers, which shall enter into The day following its publication in the "Official State Gazette".

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this law.

Madrid, 3 April 2009.

JOHN CARLOS R.

The President of the Government,

JOSE LUIS RODRIGUEZ ZAPATERO