JUAN CARLOS I REY OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following Law.

EXPLANATORY STATEMENT

I

The process of reform of Spanish commercial law, as a result of the necessary adaptation of our legislation to the Community directives in the field of societies, experienced an important advance in 1995, by reasons for objective and pressing need. Law 2/1995, of 23 March, of Limited Liability Societies, introduced greater flexibility into the legal system of this social type, setting it up as an essentially closed society in which elements coexist in harmony. People and capitalists, who make it particularly advisable for small and medium-sized enterprises.

Since then, the European institutions have continued to work on improving and simplifying the conditions necessary for the creation of companies.

On 22 April 1997, the European Commission presented a Recommendation on the improvement and simplification of the conditions for the creation of enterprises (97/344/EEC). The Recommendation was an important turning point, while insisting on the need to simplify the procedures for the creation of enterprises, and gave rise to further initiatives such as the creation by the Commission. European Council of Amsterdam in 1997, of the Task Force for the Simplification of the Business Environment (BEST Group). The work of the group was implemented in April 1999 of the "Action Plan to promote entrepreneurship and competitiveness" (BEST Action Plan), which reiterated the suggestions contained in the 1997 Recommendation.

Later in March 2000, the Lisbon European Council identified as one of the tasks to be carried out in an environment that facilitates the creation and development of innovative enterprises, in particular SMEs.

In the "European Charter for Small Enterprises" (Feira Charter), adopted in June 2000 by the Lisbon European Council, the Member States committed themselves to forging a legal and administrative framework for the business activity through a less expensive and faster start-up, extending the possibilities of registration, online, in the registers.

The Feira Charter is the European policy framework for action in favour of SMEs and, for its implementation, the Council adopted the 'Multi-annual programme for enterprise and entrepreneurship, in particular for SMEs', in force. for the period 2001-2005.

Precisely, one of the objectives of the Program is to simplify and improve the administrative and regulatory framework of companies to promote their creation.

In February 2002, the European Parliament, by Resolution (2002/0079) on the Strategy for full employment and social inclusion in the framework of the preparation of the Spring Summit 2002, the Lisbon process and the road The Committee of the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the European Parliament and the Committee of the European procedures for the establishment, registration and advertising of the creation of enterprises in line with the Letter of Feira.

In February 2002, the Conference of European Ministers of SMEs, held in Aranjuez, insisted on the need to establish simple and better societarian formulas adapted to the reality of smaller companies.

The need for greater use of information and communications technologies was also encouraged.

Finally, the Barcelona European Council renewed and strengthened these commitments, insisting on the need to create a favourable environment, better and more adapted to the reality of SMEs.

These proposals highlight the willingness of the European institutions to remove administrative obstacles that make it difficult for businesses to set up and develop their business.

Finally, changes are made to the Civil Code in force in three specific aspects in which the relations between the members of a family and the succession of the productive unit are ordered, in order to provide it with instruments to design, in the life of the entrepreneur, the most appropriate succession of the company in all its possible configurations: societarias, individual company, etc. These modifications, which apply exclusively to the common territory, which is governed by the Civil Code, in accordance with Article 149.1.8. of the Spanish Constitution, are also carried out on the basis of an integrative criterion of private law in the the civil law of the State.

II

This regulation will make a commitment to strengthening the innovative and entrepreneurial spirit that will enable our SMEs to meet the challenges of the Single Market. Similarly, it establishes a commercial and administrative regulatory framework capable of stimulating business activity and improving the competitive position of small and medium-sized enterprises in the market, fulfilling the commitments of the Charter. European of small business.

These forecasts materialise in actions that have to start, precisely, by simplifying the procedures for setting up companies and by employing the necessary technical assistance to help them both in the moments prior to its constitution, as during the first years of its activity.

To do this, this law develops the so-called "New Enterprise Project" which aims to stimulate the creation of new enterprises, especially those of small and medium size, which constitute the backbone of the Spain and the European economy are key in the creation of jobs.

Also, taking into account the situation and perspective of small and medium-sized enterprises as generating factors for wealth and employment, and in order to provide them with sufficient means for them to develop, to reach the international arena and to overcome the generational changes within them, this law tries to solve three problems that have been identified in most of our companies:

the difficulties of financing, the loss of management control by the partners that hold the majority and the problems of survival of the society derived from the generational succession.

In this respect, the Law 2/1995 of 23 March of Companies of Limited Liability is amended to allow, on the one hand, the issuance of silent participations and, on the other, to enable the acquisition and temporary holding by the company of its own social interests.

Finally, transformations are introduced in the civil legislation in force in those precepts in which the relations between the members of a family and the succession of the productive unit are ordered to equip it with instruments to design, in the life of the entrepreneur, the most appropriate succession of the company in all its possible configurations: societarias, individual company, etc. These changes are also made on the basis of an integrative criterion of private law in all the civil laws of the State.

III

The drive for business creation has to be based on the resolution of all those problems that represent an important barrier for entrepreneurs who decide to start a business activity. To this end, the New Company project is based on three essential elements: the Information and Network of Business Creation (CIRCE), the legal regime of the New Company and the simplified accounting system.

The Business Creation Network and Information Center (CIRCE) is conceived as a network of points of advice and initiation of processing (PAIT), in which it advises and provides services to entrepreneurs, both in the gestation, administrative processing and implementation of their business initiatives as during the first years of their business.

Through this network, we aim to achieve two of the objectives of the New Company project: the creation of an infrastructure of advisory, information and services centers, accessible from the entire national territory through the creation of a network for the creation of companies that will make it easier for entrepreneurs to start their business initiatives.

With the aim of speeding up the administrative procedures necessary for the establishment and implementation of the companies, the project provides for the possibility of carrying out the same by telematic means. To this end, the Single Electronic Document is defined as a basic element for the telematic procedures mentioned above. The Single Electronic Document is an instrument that presents two fundamental and innovative aspects in our legal system. On the one hand, its integrative character and, on the other, its electronic telematic nature.

The integrative nature of the Single Electronic Document comes from the need for simplification of administrative procedures and forms and the inclusion, in a single administrative document, of all data required for the effective implementation of the aforementioned formalities.

Its electronic-telematic nature derives from the need to use new information and communications technologies to make it possible to speed up administrative procedures in the field of transport. creation of companies.

In order to ensure legal certainty, the rule is based on the legislation regulating the use of electronic signatures, both in the relations between public administrations and citizens and between them and the notary and commercial registrars, always in the field of their respective competence and by reason of their trade.

All these elements will contribute to making possible the formation of the New Company in times substantially lower than those currently required.

IV

The necessary simplification of the fulfillment of the accounting obligations of the companies advises the implementation of a simplified accounting model according to the characteristics of the New Company.

This model, which will allow for the formalisation of accounting obligations by means of a single register, will be based on the conduct of the daily book, in such a way as to favour the immediate composition of the items to be completed in the form of abbreviated annual accounts without the need for additional accounting documents.

V

As far as the legal regime of the New Company is concerned, it must be based on a simplified expression of the limited liability company governed by Law 2/1995 of 23 March. In line with this approach, the legislative technique adopted is to add a new chapter, the XII, to that law.

In this chapter, all the singularities of the New Company are regulated, thereby governing the provisions of the legal regime of the Limited Liability Societies.

For the registration of all acts concerning the New Company, special subsections are created in the Central and Provincial Mercantile Records. These registration requirements satisfy the requirements of advertising required by our legal system and the various recommendations made to this effect by the European Union.

VI

This regulation, by means of a single article with five paragraphs, amends Law 2/1995, of March 23, of Societies of Limited Liability; these modifications have their constitutional foundation in the article 149.1.6.ay 8. th of the Constitution, as set forth in the fourth final provision of this law.

The first paragraph of the single article adds to this law a new chapter XII, consisting of seven sections and fifteen articles, from 130 to 144, both inclusive.

Article 131 regulates a new form of social denomination. The singularity of the same allows for a cheapness of the implicit costs, as well as of the time needed to obtain it. The alphanumeric code included in the code ensures that it is unique and unambiguous.

Article 132 regulates the social object. The legal configuration of the same is another of the innovative elements of the legal regime of the New Company. A broad and generic social object is established, the role of which is not to allow for greater flexibility for the development of different economic activities, without having to resort to continuous changes. statutory. This decision is based on a reality that is found to be true, which is none other than the changing nature of small businesses during their first years of activity. In addition, a defined social object allows to facilitate the qualification and registration of the writing of the new company.

In Article 133, the distinguishing feature is the establishment of a "numerus clausus ab initio."

Thus, the New Company can only be made up of five partners who, in addition, must be natural persons, for which the number and the quality of the partners, which generally constitute the most important companies, have been taken into account. small.

Section 2. of the new chapter XII regulates the procedure and requirements of the constitution of the New Company which, following the tradition of our legal order and in the interest of the legal certainty required by the market, requires the granting in public deed and its subsequent registration in the Mercantile Register.

Information and communications technologies are thus incorporated into the notarial and registral scope, in the terms of their specific legislation, with the benefits that this entails in terms of time reduction and implicit costs, both for these two professions and for entrepreneurs. The incorporation of electronic, computer and telematic techniques in the field of preventive legal security have been included in Law 24/2001 of 27 December, of fiscal, administrative and social measures, which is a which is taken into account and taken advantage of by the regulation of the New Company.

However, it is always open to the person who will be able to attend, if they so wish, the founding members or their representatives, in this case the same time limits for the response of notaries and registrars in the constitution of the society.

In Section 3.a, Articles 135 to 137, both inclusive, the minimum and maximum figures of social capital are established, as well as the legal status of social participations. As far as the first issue is concerned, it has been chosen to maintain the minimum figure of social capital established for Limited Liability Societies.

The book of partners has been dispensed with, a notification regime being established when there are limited real rights to social participation.

Section 4. It regulates the social organs, characterized by their extreme simplicity, facilitating the partners the government of the society.

In section 5, the assumptions of statutory modifications are established which, in coherence with the closed character of the company, are limited to the denomination, domicile and social capital.

In section 6.a, following the guidelines of administrative simplification, the way to establish simplified models for the presentation of accounts to the different agencies is opened.

Section 7 establishes the legal regime for the dissolution and transformation of society, the main novelty of which is that the partners will be able to continue their operations under the general regime of the liability company. limited. To do so, only the General Board agreement and the necessary statutory modification will be required.

As regards the second paragraph of the single article, in the new additional provision, eighth of Law 2/1995, of 23 March, of Limited Liability Societies, the Single Electronic Document is defined as the This instrument allows the telematic realization of the procedures of the constitution of the society, as well as those others that are demanded for the beginning of the activity. Also, the advice and start of processing (PIT) points are defined. These will be integrated into the Business Creation Network and Information Centres (CIRCE), which may be joined by those bodies, whether or not they belong to public administrations, in connection with the creation of enterprises.

The conditions of adherence to the CIRCE network, the characteristics and mechanisms of guarantee of the quality of the services it will offer, as well as the technical specifications needed, will be developed in a later standard. to connect to it, both from the point of view of telematics processing and from advice to companies.

The additional provision provides for the necessary social collaboration of notaries, commercial registrars and other professional associations with public administrations so that they can operate in the name and representation of third parties.

Additional provision 10th establishes the system of resources against the qualification of the writing of the constitution of the New Company, for which it refers to the provisions in articles 322 to 329 of the recast text of the Law Mortgage, approved by decree of 8 February 1948. These articles were amended by Law 24/2001 of 27 December, of Tax, Administrative and Social Order Measures. The novelty is that the deadlines for the resolution of the same will be, in this case, 45 days.

In this same additional provision, the approval of some indicative social statutes is foreseen by order of the Ministry of Justice.

Additional provisions 11th and 12th regulate the modification of the disciplinary regime of notaries and registrars, as well as a simplified accounting regime.

Finally, the additional provision thirteenth lays down the tax measures applicable to the limited company New Company.

The third paragraph of the single article amends Articles 29, 32, 40, 97, 101 and 102 of Law 2/1995 of 23 March of Limited Liability Societies. The fourth paragraph introduces the new Articles 40a and 40b of that law and, finally, the fifth paragraph incorporates a new section 5. to Chapter IV of the above law, consisting of a single Article 42a.

The additional provision first amends Article 33 (4) of Law 43/1995 of 27 December of the Company Tax.

The second additional provision carries out an amendment to Article 10 of Law 1/1996, of January 10, of Free Legal Assistance, in the wording given by Law 53/2002, of December 30, of Tax Measures, administrative and social order.

The text concludes with five final provisions. The first amendment amends Articles 1056, second paragraph, 1271, second paragraph, and 1406.2.o of the Civil Code.

The remaining four set the government's enablement for further development of the legal text and other modifications and regulatory developments, the report on law enforcement, its constitutional foundation and its entry into force.

Single item. Amendment of Law 2/1995, of 23 March, of Limited Liability Societies.

First.

A new chapter XII is added to Law 2/1995, of March 23, of Limited Liability Societies, consisting of seven sections and 15 articles, from 130 to 144, both inclusive:

" CHAPTER XII

New Company Company

SECTION 1. GENERAL PROVISIONS

Article 130. Legal regime.

The company New Company is regulated by this chapter as a specialty of the Limited Liability Company.

Article 131. Name.

1. The name of the company shall consist of the two surnames and the name of one of the founding members followed by an alphanumeric code allowing the identification of the company in a unique and unequivocal manner.

2. The procedure for allocating the code referred to in the previous paragraph shall be governed by the Order of the Minister for Economic Affairs.

3. The name of the company must necessarily include the indication ` ` Limited Company New Company '' or its abbreviation ` ` SLNE ''.

4. The social name shall be incorporated immediately into a special subsection of the Section of Denominations of the Central Mercantile Register, with the corresponding certification being established. Certification certificates of the name of the company New Company may be ordered, indistinctly, by a member or by a third party on his behalf. The beneficiary or the person concerned in whose favour the certification is issued shall necessarily coincide with the founding partner in the name.

Article 132. Social object.

1. The company Nueva Empresa will have as social object all or any of the following activities, which will be transcribed literally in the statutes: the agricultural activity; livestock; forestry; fishing; industrial; construction; commercial; tourist ; of transport; of communications; of intermediation; of professionals or of services in general.

2. In addition, the founding partners may include in the social object any singular activity other than the above. In this case, if the inclusion of such a singular activity results in a negative rating of the commercial registrar of the writing of the company's constitution, its registration, which will be practiced, without the singular activity in in the form and time limits laid down in Article 134, provided that the founding members expressly consent to it in the instrument itself or after it has been written.

3. In no case may those activities for which the form of a public limited liability company be required or those whose financial year involves sole and exclusive object.

4. Such companies shall not be able to adopt such companies to which the regime of the property companies governed by Chapter VI of Title VIII of Law 43/1995 of 27 December 1995 on Corporate Tax is applicable.

Article 133. Subjective and unipersonality requirements.

1. Only natural persons may be members of the company New Company. At the time of the constitution, the partners may not exceed the number of five.

2. They may not constitute or acquire the status of a single partner of a New Company company who already have the status of unique partners of another company. To this end, the writing of the company's constitution of a new one-person company or the deed of acquisition of such a character shall consist of the sole member who does not have the same status in another company.

The statement of unpersonality may be made, if any, in the same deed as that situation.

SECTION 2. CONSTITUENT REQUIREMENTS

Article 134. Constitution of the society.

1. The company Nueva Empresa will require for its valid constitution public deed that will be entered in the Commercial Register corresponding to its domicile. With the registration you will acquire the company New Company your legal personality.

In the writing of the constitution, the covenants and conditions that the partners have should be included, provided that they do not contravene the provisions of this chapter.

2. The procedures necessary for the granting and registration of the writing of the company's constitution may be carried out through electronic, computer and telematic techniques, in which case it will be in the Article 3 (1) of Regulation (EU) No No 1 of the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament and of the Council

With regard to the telematic referral to the Commercial Registry of the authorized copy of the writing of the constitution of the company, it can only be carried out by the notary, in accordance with the provisions of the legislation on the incorporation of electronic, computer and telematic techniques to preventive legal security, as well as to other registers or public administrations, where necessary.

The referrals and notifications referred to in this article by the notaries and the merchant registrars, will be covered with advanced electronic signature, in accordance with the provisions of the specific legislation.

3. By way of derogation from the preceding paragraph, the founding members may, prior to the granting of the writing of the constitution, exempt the notary who is to authorize it from the obligations laid down in this Article and appoint a representative for the completion of the procedures leading to the constitution of the company in accordance with the general rules or express its willingness to do so for themselves. In this case, the notary shall issue the first authorised copy on paper within a period not exceeding 24 hours, computed from the authorisation of the writing of the company's constitution.

4. The notary who is to authorize the writing of the company shall check, in accordance with the legislation of the register, that there is no earlier social name identical to that of the company to be constituted. Once the above verification has been carried out, it shall immediately proceed to its granting.

5. Once the writing is authorized, the notary will immediately forward it, together with the Electronic Single Document, to the tax administrations competent to obtain the company's tax identification number, to present, in its In accordance with the provisions of the tax legislation, the self-settlement of the tax that will be serious and will transmit the authorized copy for registration in the Commercial Registry.

6. Whatever form of processing, and provided that the social statutes referred to in the second subparagraph of the additional provision are used, the commercial registrar must qualify and register, if applicable, the The term of office shall not exceed 24 hours, counted from the moment of the seat of presentation or, if there are subsable defects, from the moment of presentation of the documents of the submission. The registration shall be carried out in a special section set up for this purpose.

7. In the event that the commercial registrar adversely qualifies the title presented, it shall inform the notary of the writing of the constitution and, where appropriate, the representative who, for that purpose, the founding members have appointed in within 24 hours of the presentation. It shall also notify the competent tax authorities.

8. If the nature of the lack of appreciation allows, in accordance with the notarial legislation, its own-trade remedy by the notary and that is in accordance with the qualification, it shall be subject to its sub-healing within the maximum period of 24 hours, computed from the timing of the notification of the rating of the merchant registrar, giving account of the sub-healing to the founding members or their representatives.

9. Immediately after registration, the merchant registrar shall notify the notary authorizing the recording data for his/her finding in the matrix script and the copies he issues, and he/she will forward the corresponding part of the Electronic Single Document to which the register of the company will have been incorporated.

10. The notary shall issue the copy authorized in support of the writing of the constitution of the company within a period not exceeding 24 hours, computed from the notification of the data recorded by the commercial registrar. It shall state the number of the company's tax identification and the reference of the copy of the instrument of incorporation and the Single Electronic Document to the competent tax administrations, in order to obtain the send the definitive tax identification number of the company to the founding members. Similarly, at the request of the founding partners, it will proceed to the referral of the documents necessary for the fulfilment of the obligations in the field of social security, in accordance with the provisions of its specific legislation.

11. Registered the company, the commercial registrar will transmit to the Central Mercantile Registry the data concerning the social acts of the society in the form and timelimits established. It shall also, at the request of the founding partners or their representatives, carry out the other communications required.

SECTION 3. SOCIAL CAPITAL AND SOCIAL INTERESTS

Article 135. Social capital.

1. The social capital of the company New Company may not be less than three thousand twelve euros and not more than one hundred and twenty thousand two hundred two euros.

2. In any event, the minimum capital figure indicated may be disbursed only by means of cash contributions.

Article 136. Transmission of social contributions.

1. The voluntary transmission by means of 'live' acts of social participation may only be carried out in favour of natural persons and shall be subject to the rules laid down in this law.

2. As a result of the transmission system provided for in this Article, the number of five partners may be exceeded.

3. In any event, if, as a result of the transfer, legal persons are acquired, they must be in favour of natural persons within three months from the date of the acquisition; otherwise, the company New Company shall be subject to the general rules of the limited liability company, without prejudice to the responsibility of the administrators not to adopt the corresponding agreement in accordance with the terms provided for in Article 144 of this law.

Article 137. Accreditation of the membership condition.

1. It will not be necessary to take the book of the book of members, crediting the condition of the partner through the public document in which the same one would have acquired.

2. The establishment of limited real rights on social interests must be notified to the administrative body by reference to the public document in which it appears.

3. The administrative body must notify the other partners of the transfer, the establishment of the actual rights or the seizure of social interests as soon as it becomes aware of the fact that they have been produced, (a) that the non-compliance with this obligation can be stopped.

SECTION 4. SOCIAL ORGANS

Article 138. General Meeting.

The General Meeting shall be governed by the provisions of this Law, and may be convened in accordance with the provisions of this Law and, in addition, by registered mail with acknowledgement of receipt to the address indicated for this purpose by the members, by means of telematic procedures which make it possible for the partner to be aware of the call, through the effective accreditation of the sending of the electronic message of the call or the acknowledgement of the partner's receipt. In these cases, the notice shall not be required in the ` ` Official Gazette of the Commercial Register '' or in any of the newspapers with the highest circulation of the municipal office in which the registered office is situated.

Article 139. Board of directors.

1. The administration may be entrusted to a single-member body or to a multi-personnel body, the members of which shall act jointly or jointly. Where the administration is assigned to a multi-personnel body, it shall in no case take the form and the operating system of an administrative board.

2. The representation of the society and the certification of the social agreements will correspond, if there is a single administrator, to this one; case of existing several solidarity managers, to any one of them; and in the case of existing several Joint administrators, two of them.

3. In order to be appointed administrator, the status of a member will be required and may be a paid charge in the form and amount decided by the General Board.

4. Administrators shall exercise their position for an indefinite period. However, an administrator may be appointed for a period determined by agreement of the General Board following the constitution of the company.

5. The removal of the post of administrator shall require agreement of the General Meeting, which may be adopted, even if not on the agenda of the meeting, by a majority, in accordance with the provisions of Article 53.1, without the statutes being able to require a majority of more than two-thirds of the votes in respect of the shares in which the share capital is divided. The partner affected by the removal of his post of administrator will not be able to exercise the right to vote corresponding to his social interests, which will be deducted from the social capital for the computation of the majority of the required votes.

SECTION 5 STATUTORY AMENDMENTS

Article 140. Amendment of statutes.

1. The company New Company may modify its name only, in compliance with Article 131, its registered office and its share capital within the maximum and minimum limits laid down in Article 135.

The provisions of the preceding paragraph shall not apply in the case provided for in Article 144.

2. If the partners agree to increase the share capital above the ceiling laid down in Article 135, they shall also establish whether they opt for the transformation of the New Company into any other social type or if they do so. continue their operations in the form of a limited liability company, as set out in Article 144.

3. If the partner whose name and surname is listed in the social name loses that status, the name must be changed so that it is formed by the name and surname of one of the partners.

SECTION 6. ANNUAL ACCOUNTS

Article 141. Accounting.

The accounting of the company New Company may be taken, in the terms that are regulated, in accordance with the principle of simplification of the accounting records so that, through a single registration, allows compliance with the obligations that the legal system imposes on accounting and tax information.

SECTION 7 DISSOLUTION AND TRANSFORMATION

Article 142. Dissolution.

1. The company New Company will be dissolved by the causes established in this law and, in addition, by the following:

(a) As a result of losses that leave the accounting assets reduced to less than half of the share capital for at least six months, unless the accounting assets are restored within that period.

(b) For the purposes of applying to the company the regime of the property companies governed by Chapter VI of Title VIII of Law 43/1995 of 27 December 1995 on Corporate Tax.

2. The dissolution shall require an agreement of the General Meeting and shall apply to Article 105 of this Law.

Article 143. Transformation.

The company New Company may be transformed into a collective society, civil society, a limited company, a simple or a share company, a public limited company, a cooperative society, as well as an economic interest group.

Article 144. Continuation of operations in the form of a limited liability company.

1. The company Nueva Empresa will be able to continue its operations in the form of limited liability company, for which it will require agreement of the General Board and adaptation of the social statutes of the society New Company to the established in the Section 2. of Chapter II of this Law. The majority laid down in Article 53.1 of this Law shall be sufficient for the adoption of the two agreements.

2. The writing of adaptation of the social statutes shall be submitted for registration in the Trade Register within the maximum period of two months after the adoption of the General Meeting agreement. "

Second.

Six additional provisions, eighth, ninth, tenth, eleventh, twelfth and thirteenth, are added to Law 2/1995, of March 23, of Limited Liability Societies, with the following content:

" Additional disposal octave. Electronic Single Document (EUD).

1. The Single Electronic Document (EUD) is the one in which all data relating to the company New Company is included which, in accordance with applicable law, should be sent to the competent public authorities and legal authorities. for the constitution of the company and for the fulfilment of the obligations in tax and social security related to the beginning of its activity.

DUE referrals and receipts will be limited to those data of the DUE that are necessary for the completion of the relevant body's competence.

Reglamentarily or, where appropriate, by the conclusion of appropriate agreements between the competent public administrations, new data may be included in the DUE in order to enable it to be used for the completion of formalities, communications and obligations other than previous ones.

Likewise, the specifications and conditions for the employment of the DUE for the constitution of any corporate form, as well as for the fulfilment of the obligations in the field of taxation and of the Social security inherent in the beginning of the activity, with full respect for the provisions of the substantive and advertising rules governing these forms of society and taking into account the rules referred to in paragraph 6 of the additional provision of this law.

2. The referral of the EUD shall be made by the use of electronic, computer and telematic techniques in accordance with the rules applicable to the use of such techniques, taking into account the provisions of specific legislation.

3. In accordance with the third paragraph of Article 134, the founding members of the company New Company may express to the notary, prior to the granting of the deed of incorporation, their interest in carrying out their own the formalities and the communication of the data included in the EUD or to appoint a representative to do so, in which case it shall not apply as set out in this additional provision.

4. The EUD shall be approved by the Council of Ministers on a proposal from the Minister for Economic Affairs, after a report by the Minister of Finance and the other competent ministries on the basis of the matter, and shall be available in all official languages of the State Spanish.

5. The General Administration of the State, through the Ministry of Economy, will be able to conclude agreements on the establishment of points of advice and initiation of processing (PIT) of the companies New Company with other public administrations and public or private non-profit entities.

The points of assessment and initiation of processing shall be offices from which the reserve of the social name referred to in the fourth paragraph of Article 134 may be requested and shall be advised and provided to the entrepreneurs, both in the definition and administrative handling of their business initiatives and during the first years of their business, and in them the processing of the EUD should be initiated.

The single business window centres set up under the Protocol of 26 April 1999 through the corresponding legal instruments for cooperation with autonomous communities and local authorities will be able to carry out guidance, processing and advisory functions provided for in this law for the creation and development of New Enterprise companies. By Order of the Minister of the Presidency, at the joint initiative of the Ministries of Economy and Public Administrations, the criteria for incorporation of the technological prescriptions of the points of advice and the start of processing of the information systems of the enterprise one-stop centres.

6. Public administrations shall establish electronic procedures for the purpose of carrying out the necessary exchanges of information.

Additional provision ninth. Social partnership.

1. The tax administrations may make effective the social collaboration provided for in Article 96 of Law 230/1963 of 28 December, General Tax, as well as other rules that develop it, in the presentation of declarations, communications or other tax documents related to the formation and commencement of the activity of the company New Company, through agreements concluded with the General Council of the Notary, the College of Registrar of the Property, Movable and commercial property of Spain and other professional associations, as well as the chambers of trade and the points of advice and initiation of processing (PIT).

2. Tax administrations will also be able to provide for mechanisms of adherence to these agreements by notaries, commercial registrars and other collegiate professionals in order to make such social collaboration effective.

3. The Ministry of Finance shall establish the conditions and conditions in which the entities that have signed the agreements and the notaries, the business registrars and other professional members who have acceded to the same must submit declarations, communications or other tax documents on behalf of third parties by means of telematic means.

4. The Ministry of Labour and Social Affairs shall establish the channels to carry out the telematic processing in the submission of communications or other documents to bodies and bodies connected with the constitution or the the start of the activity of the company Nueva Empresa, through agreements concluded with the General Council of the Notary, the College of Registrars of Property, of Furniture and Mercantile of Spain and other professional schools.

5. The Ministry of Labour and Social Affairs shall establish the conditions and conditions in which the entities which have signed the agreements and the notaries, the business registrars and other collegiate professionals who have been They must submit to them by telematic means, communications and other documents on behalf of third parties.

6. All the above mentioned in the preceding paragraphs shall be without prejudice to specific rules concerning the incorporation of electronic, computer and telematic techniques in public administration and legal certainty. preventive.

Additional provision 10th. Resources against the qualification of the writings of the constitution of the company New Company.

1. In the event that the commercial registrar negatively qualifies the writing of the constitution of the company Nueva Empresa, the provisions of articles 322 to 329 of the recused text of the Mortgage Law, approved by Decree of 8 of the February 1946, drawn up in accordance with the provisions of Law 24/2001 of 27 December 2001 on tax, administrative and social measures, with the exception of the time limits for resolution, which in this case shall be 45 days.

2. The Order of the Minister of Justice will approve an indicative model of the statutes of the company New Company.

Additional provision eleventh. Modification of the disciplinary regime of Notaries and Registrars of Property, of Furniture and Furniture.

1. A new paragraph (j) is added to Article 313 (B) of the recused text of the Mortgage Law, approved by Decree of 8 February 1946, in the wording given to it by Article 101.2 of Law 24/2001 of 27 December of Measures tax, administrative and social order, with the following content:

` ` (j) The repeated failure to comply with the deadlines set out in Article 134 of Law 2/1995 of 13 March of Limited Liability Societies. ''

2. A new subparagraph (c) is added to Article 43 (B) (g). two, second paragraph, of Law 14/2000, of 29 December, of fiscal, administrative and social measures, with the following content:

` (c) The repeated non-compliance with the deadlines set out in Article 134 of Law 2/1995 of 13 March of Limited Liability Societies. ''

Additional disposition twelfth. Annual accounts models.

In terms of the formulation and presentation of the annual accounts of the company New Company, the models of accounts that, to this effect, will be approved by Order of the Minister of Economy, in which the the size of the society to which they relate.

Additional disposition thirteenth. Tax measures applicable to the limited company New Company.

One. The tax administration will grant, upon request of a limited company New Company and without the provision of guarantees, the deferral of the tax liability of the Tax on Inheritance Transmissions and Legal Acts Documented, by the the mode of corporate operations, which is derived from the formation of the company within one year of its establishment.

The tax administration will also grant, upon request of a company New Company and without providing guarantees, the deferral of the tax debts of the Companies Tax corresponding to the first two tax periods completed since its establishment.

The income of the first and second periods of debt must be carried out at 12 and six months, respectively, from the end of the periods for filing the declaration-settlement for each of these periods. periods.

Likewise, the tax administration may grant, upon request of a company New Company, with or without guarantees, the deferment or fractionation of the amounts derived from withholding or income from Account of the Income Tax of the Physical Persons that accrues in the first year since its constitution.

The amounts deferred or split as provided for in this paragraph shall be of late interest.

Two. The company New Company shall not have the obligation to make the payments broken down as referred to in Article 38 of Law 43/1995 of 27 December 1995 on the Company Tax, on account of the liquidations corresponding to the first two tax periods completed since its establishment. '

Third.

Articles 29, 32, 40, 97, 101 and 102 of Law 2/1995 of 23 March of Limited Liability Societies are amended as follows:

1. Paragraph 2 (c) of Article 29 (2) is amended, which shall be amended as follows:

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

When it is not possible to communicate the identity of one or more of the acquiring partners or third parties of the shares, the General Board may agree that it is the company itself that acquires the shares that no partner or third party accepted by the Board wishes to acquire, in accordance with Article 40. "

2. Article 32 (2) is worded as follows:

" By way of derogation from the above paragraph, the statutes may establish in favour of the surviving partners, and, failing that, in favour of the company, a right of acquisition of the shares of the deceased partner, appreciated in the fair value which they have on the date of death of the partner, the price of which shall be paid in cash. The valuation shall be governed by the provisions of Article 100 and the right of acquisition shall be exercised within the maximum period of three months from the date of the communication to the hereditary acquisition company. '

3. A new paragraph (d) is added to Article 40 (1) with the following wording:

" (d) When the acquisition has been authorised by the General Meeting, it shall be carried out on the basis of benefits or reserves of free disposition and shall be:

Acquire the shares of a separate or excluded partner of the company; acquire the shares as a result of the application of a restrictive clause of the transfer of the shares; transmitted ` ` mortis causa. ''

4. Article 40, paragraph 2, is worded as follows:

" The company's own shares acquired by the company must be amortized or disposed of, in accordance with the statutory and statutory rules of transmission, within three years.

The disposal may not be made at a price below the fair value of the shares, fixed in accordance with Article 100.

When the acquisition does not involve the return of contributions to the partners, the company will have to provide a reserve for the amount of the nominal value of the amortized units, which will be unavailable until five years from the publication of the reduction in the 'Official Gazette of the Trade Register', unless before the expiry of that period all the social debts incurred prior to the date on which the "reduction" shall be applicable to third parties. "

5. Article 97 (2) is worded in accordance with the following wording:

" For the registration in the Commercial Registry of the public deed that document the agreements that originate the right of separation, and unless the General Meeting that has adopted them authorizes the acquisition of the participations of the separate partners as provided for in Article 40, it shall be necessary for the reduction of capital in the terms of Article 102 or the declaration by the administrators to be contained in the same or subsequent write-up. partner has exercised the right of separation within the time limit set. "

6. Article 101 is worded as follows:

" Within two months of receipt of the assessment report, the partners concerned shall have the right to obtain at the registered office the fair value of their social contributions as a price for which the the company acquires or reimburses those which are amortised.

After that period, the administrators shall enter into the credit institution of the municipality in which they radiate the registered office, in the name of the persons concerned, the amount corresponding to the said value. "

7. Article 102 is replaced in full, which shall be worded as follows:

" Article 102. Public deed of reduction of share capital or acquisition of shares.

1. Unless the General Board, which has agreed to the exclusion, authorizes the acquisition by the company of the shares of the partners concerned, as provided for in Article 40, for the repayment of the shares or its shares. amount, the administrators, without the need for specific agreement of the General Meeting, shall immediately grant public deed of reduction of the share capital, expressing in it the participations amortized, the identity of the partner or partners the cause of the depreciation, the date of the repayment or the entry and the amount to which the the share capital would have been reduced.

2. In the event that, as a result of the reduction, the share capital falls below the legal minimum, public deed shall also be granted and the provisions of Article 108 shall apply, with the time limit set in that the item from the date of reimbursement or of the consignment.

3. In the case of acquisition by the company of the shares of the partners concerned, the payment of the price or the amount of the amount, the administrators, without the need for specific agreement of the General Meeting, shall grant public deed for the acquisition of shares, the competition of the excluded members is not mandatory, expressing in it the shares acquired, the identity of the partner or members concerned, the cause of the exclusion and the date of payment or entry. "

Fourth.

Articles 40a and 40b are added to Law 2/1995, of 23 March, of Limited Liability Societies:

1. º " Article 40a. Arrangements for own shares/units.

As long as they remain in the power of the acquiring company, the following rules apply to their own interests or the dominant company:

(a) All rights corresponding to the interests of the parent company or of the dominant company shall be suspended.

(b) A reserve shall be established on the liability of the balance sheet of the acquiring company equivalent to the amount of the shares acquired, computed on the asset, which shall be maintained as long as the shares are not amortized. "

2. º " Article 40 ter. Consequences of the infringement.

The acquisition of own shares or of the dominant company in contravention of the provisions of this section will be null and void.

If the shares are not sold within the period indicated, the company must immediately agree to its depreciation and the reduction of the capital. If the company omits these measures, any interested party may request its adoption by the judicial authority. The managers of the acquiring company are obliged to request the judicial adoption of these measures when, for the circumstances that they were, the corresponding depreciation and capital reduction agreement cannot be achieved. "

Fifth.

A new section 5 is incorporated into Chapter IV of Law 2/1995 of 23 March of Limited Liability Societies, consisting of a single new Article 42a:

" SECTION 5 OF THE SILENT PARTNERSHIP

Article 42a. Arrangements for silent partnership contributions.

Limited companies will be able to create social participations without the right to vote for a nominal amount not exceeding half of the share capital.

The silent partnership shall be governed, as soon as it is applicable, by the provisions of Articles 90 to 92 of the Law on Limited Companies for non-voting shares.

These units shall be subject to statutory rules or legal provisions on the transfer and right of preferential ownership. "

Additional disposition first. Amendment of the Law on Corporate Tax.

For the purposes of the tax periods initiated as from 1 January 2003, Article 33 (4) of Law 43/1995 of 27 December 1995 on Corporate Tax, which is drawn up in the following cases, is amended as follows: terms:

" 4. Application and interpretation of the deduction:

(a) For the purposes of applying the deduction provided for in this Article, taxable persons may provide a reasoned report issued by the Ministry of Science and Technology, or by a body attached to it, concerning compliance with the the scientific and technological requirements required in paragraph 1 (a) of this Article to qualify the activities of the taxable person as research and development, or in paragraph (a) of paragraph 2, to qualify them as innovation; taking into account in both cases the provisions laid down in paragraph 3. Such a report shall be binding on the tax administration.

(b) The taxable person may submit consultations on the interpretation and application of this deduction, which shall be binding on the tax administration, in accordance with the terms of Article 107 of Law 230/1963 of 28 December, General Tax.

For these purposes, taxable persons may provide a reasoned report issued by the Ministry of Science and Technology, or by a body attached thereto, on compliance with scientific and technological requirements. referred to in paragraph 1 (a) of this Article in order to qualify the activities of the taxable person as research and development, or in subparagraph (a) of paragraph 2, to qualify them as technological innovation, taking into account both cases as set out in paragraph 3. Such a report shall be binding on the tax administration.

(c) Similarly, for the purposes of applying this deduction, the taxable person may apply to the tax administration for the adoption of prior agreements for the valuation of expenditure and investments relating to projects of (a) research and development or technological innovation, as provided for in Article 9 of Law 1/1998 of 26 February on the Rights and Guarantees of Taxpayers.

For these purposes, taxable persons may provide a reasoned report issued by the Ministry of Science and Technology, or by a body attached thereto, on compliance with scientific and technological requirements. referred to in paragraph 1 (a) of this Article in order to qualify the activities of the taxable person as research and development, or in subparagraph (a) of paragraph 2, to qualify them as technological innovation, taking into account both the cases referred to in paragraph 3, as well as the identification of expenditure and investments which may be be charged to such activities. Such a report shall be binding on the tax administration. "

Additional provision second. Amendment of the Law of Free Legal Assistance.

The first paragraph of Article 10 (3) of Law 1/1996, of 10 January, of Free Legal Assistance, as amended by Law 53/2002 of 30 December, of Tax, Administrative and Administrative Measures, is amended. social order, which happens to have the following text:

" In the Free Legal Assistance Committees that are dependent on the General Administration of the State, the members who correspond to the public administration will be a State Attorney and an official, who will act as the Registrar, belonging to bodies or scales of group A, to be assigned to the Territorial Management of the Ministry of Justice concerned or, failing that, an official of the said bodies or scales which provides its services in the Delegation or Sub-delegation of the Government of the territory concerned. '

Final disposition first. Amendments to the Civil Code.

The following modifications are introduced in the Civil Code:

1. The second paragraph of Article 1056 is amended to read as follows:

" The testator who, in the interest of the company or in the interest of his family, wants to preserve an economic exploitation or to maintain the control of a company of capital or group of these may use from the (a) the power granted in this Article, providing that the other persons concerned are paid in cash. To this end, it will not be necessary to have sufficient cash in the inheritance for the payment, being possible to make the payment with extra-herditary cash and to establish by the testator or the counter-party by the designated adjournment, provided that it does not exceed five years after the death of the testator; any other means of extinguishing the obligations may also apply. If the form of payment has not been established, any legitimary may demand his or her legitimate property in the estate. The provisions of Article 843 and the first paragraph of Article 844 shall not apply to the partition. "

2. The second paragraph of Article 1271 is amended as follows:

"On the future inheritance, however, it may not be possible to conclude other contracts than those whose purpose is to practise the division of a flow rate and other partial provisions, in accordance with the provisions of Article 1056."

3. Article 1406.2.o is amended as follows:

"2.o The economic exploitation effectively managed."

Final disposition second. Regulatory ratings.

1. Without prejudice to the qualifications that this law confers on other bodies, the Government is enabled for the regulatory development of the provisions of the law.

2. The Government may, as a rule, amend and develop the provisions of Article 134 (5) and (10) in relation to the processing, allocation procedure and form of referral of the NIF for the company New Company.

3. The conditions, form and requirements for the advertising of the family protocols, as well as, where appropriate, the access to the Commercial Registry of the public scriptures containing clauses which are subject to registration, shall be established.

Final disposition third. Report on the implementation of the law.

The Ministry of Economy will produce a report within three years of the entry into force of this standard, concerning the impact and the effects produced by the application of this standard.

Final disposition fourth. Constitutional foundation.

This law is dictated by the provisions of Article 149.1.6. and 8. of the Constitution.

Final disposition fifth. Entry into force.

This law shall enter into force within two months of its publication in the "Official Gazette of the State".

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

Madrid, April 1, 2003.

JOHN CARLOS R.

The President of the Government, JOSÉ MARÍA AZNAR LÓPEZ