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Order Jus/1445/2003, 4 June, By Which Approve The Approximate Statutes Of The New Company Limited.

Original Language Title: ORDEN JUS/1445/2003, 4 de junio, por la que se aprueban los Estatutos orientativos de la sociedad limitada Nueva Empresa.

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TEXT

The additional provision, as introduced by Law 7/2003 of 1 April 2003, of the limited company Nueva Empresa, in Law 2/1995 of 23 March of Companies of Limited Liability, provides, in its second paragraph, that "An indicative model of the statutes of the company New Company will be approved by the Order of the Ministry of Justice".

The use of these guidance statutes by entrepreneurs who constitute such companies determines a consequence that is established in the Act itself referred to in Article 134 (6) of the Treaty. where it provides that ' Whatever the form of processing, and provided that the social statutes referred to in the second paragraph of the additional provision are used, the commercial registrar must qualify and register, if applicable within the maximum period of 24 hours, counted from the moment of the seat of presentation or, if there are any sub-health defects, from the time of submission of the sub-healing documents. '

On the other hand, the speed and speed which characterises the processing of this type of scripture is reflected among other issues from the notarial point of view, in paragraphs 3 and 10 of Article 134, as it is envisaged, the issue of the authorized copy of the deed of incorporation by the notary, on paper paper within a period not exceeding 24 hours, computed from the notification of the data recorded by the merchant registrar, in the event that the notary carries out the formalities which are contained in the art 134 cited, or the obligation of the notary of to issue the first authorised copy on paper within a period not exceeding 24 hours, computed from the authorisation of the writing of the company's constitution, for the assumption that the founding partners are prior to the granting of the the writing of the constitution, exempts the notary who is to authorize it from the obligations laid down in Article 134.

Of all the above it is inferred that the use of the indicative statutes, causes that the qualification and in its case the registration by the Commercial Registrar must be carried out in a period not exceeding the twenty-four hours, the telematic procedures in the processing are used, the processing is used in paper, traditional, as well as in the telematic processing, even if the notary refers the electronic copy authorized to the Commercial Registry, for being the only one enabled for this, and it is not possible to carry out the remaining procedures provided for in the Article 134 of that Law in telematic form.

The guiding statutes that are now approved include the essential elements that regulate the legal regime of the Limited Company, in a clear and simple way.

However, and since it could not be otherwise, the partners may develop other types of social statutes, with the limits of the mandatory law established in the Law, as a logical consequence of the principle of autonomy. of the will, so essential in all types of legal businesses, but especially in the societarians, in which case the term to qualify and register will be the general contemplated in the specific legislation.

By virtue of the second paragraph of the additional provision of Law 7/2003 of 1 April 2003 of the limited company new company amending Law 2/1995 of 23 March of Limited Liability Companies, Available:

Single item.

The model of guidance status is approved, in the terms contained in the annex attached to this Order.

final Disposal.

This Order shall enter into force on the day following that of its publication in the "Official State Gazette".

Madrid, 4 June 2003.

MICHAVILA NUNEZ

Ilma. Ms. Director General of the Registers and the Notary.

ANNEX

Social Statutes of the Company Limited Liability Company New Company " ............., S.L.N.E. '

I. GENERAL PROVISIONS

Article 1.

The new company of limited liability company, Spanish nationality, is called .............., S.L.N.E.

It shall be governed by the provisions of these statutes, in their absence from the provisions of Chapter XII of Law 2/1995 of 23 March, and, as not provided for therein, by the other provisions applicable to the Societies of limited liability.

Article 2.

Society has by object: ................................

.................................... (see Article 132 of Law 7/2003 for the purposes of selecting one or more of the activities described therein, and where appropriate for the indication of a particular activity).

If any of the activities listed, as I will specify, must be exercised through professionals with appropriate qualifications or, if necessary, the corresponding authorizations or licenses must be exercised prior to administrative.

Article 3.

Society is constituted for indefinite time .....

(or for as long as it is established) and, it will begin its social operations on the day of the granting of the public deed of constitution.

article 4.

Society has its registered office in ..........................

The administrative body may create, delete and transfer branches, agencies or delegations at any point in the territory of Spain or abroad, and vary the registered office within the same municipality of its domicile.

II. SOCIAL CAPITAL. SHAREHOLDINGS

Article 5. Cifra capital.

The social capital of the company is fixed in the amount of .......... euros.

This social capital is divided into .......... social participations, all equal, cumulative and indivisible, of .......... euros of nominal value each, numbered correlatively from the unit.

Article 6. Transmissions.

A) Volunteers for acts inter vivies. -It shall be free any voluntary transmission of social contributions made by means of live acts, whether for consideration or free of charge, in favour of .......... (another partner, the spouse, or the descendants or ascending partner).

Other transmissions per live act shall be subject to the provisions of the law.

(B) Mortis causa. -It will be free all transmission mortis causes social participations, either by way of inheritance or legacy in favor of another partner, in favor of spouse, ascendant or descendant of the partner.

Outside of these cases, in the other transmissions mortis causes of social participations the surviving partners, and in its defect the Society, will enjoy a right of preferential acquisition of the social participations of the partner deceased, valued at fair value which they have on the day of the death of the partner and whose price will be paid to the spot; such right must be exercised within the maximum period of three months from the date of the communication to the acquiring company Hereditary.

In the absence of an agreement on the fair value of the social units or on the person or persons to be valued and the procedure to be followed for their valuation, the shares shall be valued on the basis of the provided for in Articles 100 et seq. of the limited liability company law.

After the indicated period, without the right to exercise this right, the hereditary acquisition will be consolidated.

C) Common rules. -1. The acquisition, by any title, of social interests, shall be communicated in writing to the management body of the Company, indicating the name or social name, nationality and domicile of the acquirer.

2. The scheme for the transfer of the social units shall be in force on the date on which the partner has communicated to the company the purpose of transmitting or, where appropriate, the date of death of the partner or of the judicial award or administrative.

3. Transfers of social units which do not comply with the provisions of these statutes shall have no effect on society.

III. SOCIAL ORGANS

Article 7. General Board.

(A) Convocation.-The general meetings shall be convened by registered mail with an acknowledgement of receipt addressed to the address which the members have communicated to the administrative body for this purpose (or by means of telematic communication). addressed to the e-mail address to which the partners have communicated to the administrative body).

(B) Adoption of agreements. -Social agreements shall be adopted by a majority of the votes validly cast, provided that they represent at least one third of the votes corresponding to the social interests in which the Social capital, not by computing the blank votes.

However, by way of exception to the provisions of the previous paragraph, a favourable vote shall be required:

(a) Of more than half of the votes corresponding to the shares in which the share capital is divided, for agreements concerning the increase or reduction of social capital, or, any other amendment of the statutes social security for which the qualified majority referred to in the following paragraph is not required.

(b) Of at least two thirds of the votes corresponding to the shares in which the share capital is divided, for agreements concerning the increase in share capital above the ceiling laid down in Article 135 of the the law, the transformation, merger or division of the company, the abolition of the right of preference in capital increases, the exclusion of members, the authorization of the administrators so that they can dedicate themselves, for their own or others, to the the same, analogous or complementary gender of activity constituting the social object.

(c) If the Company meets the condition of single-member, the sole member shall exercise the powers of the General Board, in which case its decisions shall be entered in the minutes, under its signature or that of its representative, and may be executed and formalised by the partner himself or by the managers of the company.

Article 8. The Management Body: How to organise.

1. The management of the company may be entrusted to a single-person body (single administrator) or to a non-collegiate multi-personnel body (several administrators acting jointly or jointly) and the number of which shall not exceed five.

2. It is up to the general meeting, by qualified majority and without any statutory modification, to opt for any of the ways of organizing the administration of the Company.

3. To be appointed administrator will require the status of partner.

4. Administrators shall exercise their position for an indefinite period, unless the General Board, after the constitution, determines their appointment by a specified time limit.

5. The General Board may agree that the office of administrator shall be paid, as well as the form and amount of the remuneration.

Article 9. º Power of Representation.

As for the different forms of the administration organ, the following is established:

1. In case there is a Single Administrator, the proxy power shall be the same.

2. In case there are several Solidarity Administrators, the power of representation shall correspond to each of them.

3. Where there are several Joint Administrators, the power of representation shall be and shall be exercised jointly by any two of them.

They may not occupy or pursue any charges in this society, persons included in any of the prohibitions or incompatibilities established in Law 12/1995, of May 11 and in other legal, state or legal provisions. autonomic in the measure and conditions in it fixed.

Article 10. º Faculties.

The administrative organ is responsible for social management and administration, and for the full and absolute representation of society, in judgment and beyond.

Therefore, without exception to those acts which fall within the competence of the general meeting or which are excluded from the social object, the power of representation of the administrators and the powers that make up them shall be be understood with the greatest extent to contract in general and to perform all kinds of acts and businesses, obligations and devices, of ordinary or extraordinary administration and of rigorous dominion, with respect to any kind of goods furniture, buildings, shares and rights.

IV. EXERCISES, ANNUAL ACCOUNTS

Article 11. º Social Exercise.

The social exercise begins on January 1 and ends on the thirtieth and one December of each year ..... (or another annual period to be established). The first social exercise will begin on the day of the granting of the public deed of the constitution of society and will end on the thirties and one of December of that same year (..........

or other annual period)

Article 12.o. Annual accounts.

1. The administrative body shall, within a maximum period of three months from the closure of the social year, draw up the annual accounts with the content laid down in law or regulation.

2. Regarding the form, content, description, items, rules of valuation, verification, review, information to the partners, approval, application of results, and deposit of the annual accounts in the mercantile register, will be in the the applicable legislation.

V. CONTINUATION OF OPERATIONS AS A LIMITED COMPANY.

DISSOLUTION AND LIQUIDATION

Article 13. Continuation of operations as a limited liability company.

The company may continue its social operations as a general limited liability company with the requirements set out in Article 144 of its regulatory law.

Article 14. º Dissolution and Settlement.

The Company will be dissolved by legally established causes, governing the whole process of dissolution and liquidation by its specific regulations, and failing to comply with the general rules.

Determined the dissolution and the opening of the liquidation period, the administrators in force at the time of the dissolution will cease in their positions, which will be converted into liquidators, except that the General Board, to the agree to the dissolution, designate other liquidators in number not exceeding five.

VI. SUPPLEMENTARY PROVISIONS

Item 15.

Any question that arises between partners, or between them and society, on the occasion of social relations, and without prejudice to the rules of procedure that are legally of preferential application, will be resolved ... (to be elected to the Courts or Courts corresponding to the registered office or by means of arbitration in accordance with the legal requirements).