JOHN CARLOS I

KING 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

Cooperative societies, as true socio-economic institutions, must face the constant transformations that, in a progressive way, occur in today's world. The technological, economic and organizational changes which give special prominence to small and medium-sized enterprises, together with the emergence of the new "employment fields", open up to the cooperatives broad expectations for their expansion, but, at the same time, demand that their legal formulation find solid supports for their consolidation as a company.

For cooperative societies, in an increasingly competitive and rigorous world in the rules of the market, competitiveness has become an inherent value in its cooperative nature, for in vain it could maintain its social values if they lack the effectiveness and cost-effectiveness of their business character.

The mandate of the Spanish Constitution, which in Article 129 (2) orders the public authorities to promote, through appropriate legislation of cooperative societies, motivates the legislator to consider the need to provide an adequate channel for channelling the collective initiatives of citizens who develop wealth-generating activities and stable employment. The promotion of cooperativism as a formula that facilitates the economic and labor integration of the Spanish in the market, makes perfectly compatible the requirements of profitability and competitiveness of the more developed economies with the values that have shaped cooperatives for more than one hundred and fifty years. The own elements of a society of people, such as cooperatives, can live in harmony with the demands of the market; otherwise the cooperative world would find itself in a situation of divorce between reality and law. Objective of the new Law is, precisely that the values that embodies the historical figure of the cooperativism, response of the civil society to the constant and innovative economic conditions, are compatible and guarantee an adequate balance with the ultimate end of the set of partners, which is the economic profitability and success of your business project.

The ethical values that give life to the cooperative principles formulated by the international cooperative alliance, especially in those that embody solidarity, democracy, equality and social vocation have a place in the new A law that enshrines them as indispensable elements to build a viable company with which the partners identify themselves by appreciating in it the realization of a project that guarantees their employment and professional life.

A Law of Cooperatives was needed that, reinforcing the basic principles of the spirit of cooperativism, was a useful legal instrument to address the great economic and business challenges posed by the Entry into the European Monetary Union.

The new social demands for solidarity and new job-creating activities are addressed by the Law, offering collective self-employment as a formula for social inclusion, especially with regard to groups. difficulties of job integration and public participation in this sector.

The new law is also the result of the need to apply for the benefit of the cooperative sector, a series of legislative changes that have occurred both at national and community level.

Since 1989, much of the company law has been modified, in order to adapt it to the European Directives on the subject. In this way, some new regulations have been introduced which seem to be very convenient to incorporate also into cooperative legislation, such as those affecting, inter alia, corporate advertising, the deposit of annual accounts, and the and mergers, the powers of the administrative bodies and the rights and obligations of the partners.

With regard to national legislation, the new law takes into account the contribution of the General Law of Cooperatives 3/1987 of 2 April, which adapted to the requirements of the State of the Autonomous Communities, the legal system of the cooperative societies and the possibilities of association of cooperatives. Assuming the Autonomous Communities exclusive competence in this field means, in practice, that the scope of the new law has been widely reformulated, making it necessary to define it. This has been established in Article 2, following the doctrine of the Constitutional Court. The scope of the scope of the new law is therefore state, to which cooperative societies which develop their activity in this field will be welcomed.

In more general terms, the Law takes into account the changes in the jurisdictional guarantee and impeachment proceedings, or the most accredited innovations in other legal areas: audit and labor regime. On the other hand, Law No 30/1992 of 26 November 1992 on the Legal System of Public Administrations and the Common Administrative Procedure guides the common administrative procedure to a modernisation of administrative action on the basis of the effectiveness and transparency, inspiring principles which must be expressly welcomed in the new cooperative legislation, in relation to the subject matter and in the action of the administration in the promotion and monitoring of institutions cooperatives.

The Law provides a framework of flexibility, where the cooperatives themselves can enter into self-regulation, and establishes the principles that, in general, must be applied in their actions, fleeing from the regulatory character that in many aspects, it makes it difficult to socialize.

A priority objective is to strengthen the business consolidation of the cooperative, for which it has been necessary to relax its economic and social regime and to welcome new business financing. Thus, the strengthening of the governing body and administration or the enabling of access to new modalities for the collection of permanent resources through the issuance of special participations, or of participative titles.

Within these perspectives, the Law is structured in three Titles with one hundred and twenty articles, thirteen additional provisions, four transitional provisions, three repeal provisions, and six final provisions.

I. Title I defines the concept of cooperative society, its classes, reducing its number by unifying teaching and educational cooperatives, regulating their constitution. The Sections are created, which allow the development of specific economic and social activities within their scope.

The number of partners to constitute a cooperative is reduced to three that will facilitate the creation of these types of societies. For the same purpose it is established that the constitution of the cooperative society will be made by the simultaneous appearance of all the promoter partners before the notary, being a society of persons, and the Constituent Assembly is suppressed, which implies a streamlining of the procedure. The regulation of social bodies has also been made more flexible, allowing the Statute to lay down the criteria for its operation and the Statute is empowered to create the figure of the single administrator in cooperatives. less than ten partners.

Maintain the assumptions and conditions in which they can operate with third parties, extending the limits of these operations.

Develops the partner partner concept, which replaces the so-called "partner" in the previous Law, expanding its participation possibilities.

Contemplates the ability to establish particular duration social links.

As for the right to vote, it is part of the principle that each partner will have one vote, although the Statutes are allowed to contemplate the possibility of establishing a weighted pluralist vote for agricultural cooperatives. Community of land, services, sea and transport, and for the rest, only for the partners that are cooperatives, societies controlled by these or public entities, although the limitation of not being able to exceed the five social votes.

The complexity that can sometimes present the economic management of cooperatives, from a "technical-accounting" point of view, has advised to exempt the auditors from the obligation of the censorship of the annual accounts of the cooperative if they are required to be audited, provided that they are established by the Statutes.

The possibility of paying interest for contributions to social capital is conditioned on the existence of positive results.

The system of updating contributions to social capital is modified.

A new regulation of the right to return to social contributions is established, which implies greater protection of the partner and reinforces the cooperative principle of open door. To this end, the deductions on the reimbursement of the compulsory contributions to the social capital that could be applied to the partner causing low in the cooperative when it was qualified as an unjustifiable voluntary low or removal, maintaining only that possibility for the non-justified low case for non-compliance with the minimum length of stay that the partner would have assumed at the time of entry into the cooperative.

The collection of financial resources is facilitated by the issuance of special shares, with a maturity of at least five years, which may be freely transferable.

There is also the possibility of issuing participatory titles, with remuneration based on the results of the cooperative.

The participation of the cooperative in the different phases of the production process is encouraged, considering as cooperative results those that have their origin in participations in companies that carry out preparatory activities or complementary to those of the cooperative itself.

The difficulty and the cost of management that it assumes on certain occasions to account separately the cooperative results of the extracooperatives has advised to empower the cooperative to opt in the Statutes for the not differentiation.

Accounting discipline, advertising and transparency of this type of company is reinforced, in line with the latest mercantile reform, by requiring the deposit of annual accounts in the Register of Cooperative Societies.

The forms of economic collaboration between cooperatives are of particular interest, seeking their expansion and facilitating integration.

The figure of the "special merger" is created, which consists in the possibility of merging a cooperative society with any kind of civil or commercial society. In the same chapter, the figure of the "transformation" of a cooperative society into another civil or commercial society is regulated, without the need for its dissolution and creation of a new one.

The possibility of transforming a second-grade cooperative into one of the first, which absorbs, both the cooperatives that integrated it, and its partners, allows for genuine cooperative integration.

New activities are gathered within the different classes of cooperatives, such as those of the social and integral initiative, according to their purpose of social integration and double and plural cooperative activity.

The special characteristics of the cooperative societies have made it necessary to regulate the cooperative group, in order to promote the business integration of these types of societies, in the face of the challenge of having to operate in increasingly globalized markets.

A new societarian figure is also created, called a cooperative cooperative in whose regularisation there are co-existing elements of the cooperative society and of the commercial society.

Special importance has for housing cooperatives, which develop more than one promotion or phase, the treatment given to the independent heritage of each one, which allows to limit the responsibility of the partners on the debts of the other.

II. In Title II of the action of the General Administration of the State, the promotion, encouragement and development of cooperative societies is recognized as a task of general interest and the general principles to be presided over by the organization are collected. of the Register of Cooperative Societies, leaving regulatory development for further regulation.

Inspection and sanctioning powers continue to correspond to the Ministry of Labour and Social Affairs.

III. In Title III, it maintains the forms of association of cooperative societies facilitating the creation of these groupings, in order to encourage the cooperative movement at the state level.

IV. The additional provisions are to highlight the creation of the Council for the Promotion of the Social Economy as an advisory and advisory body of the General Administration of the State for the activities of the State. It will also act as a collaborative and coordinating body for the cooperative movement and public administrations.

TITLE I

From the cooperative society

CHAPTER I

General provisions

Article 1. Concept and denomination.

1. The cooperative is a society made up of people who associate themselves with free adherence and voluntary leave to carry out business activities aimed at meeting their economic and social needs and aspirations. structure and democratic functioning, in accordance with the principles formulated by the international cooperative alliance, in the terms resulting from this Law.

2. Any lawful economic activity may be organized and developed by a company incorporated under this Law.

3. The name of the company shall necessarily include the words 'Cooperative Society' or its abbreviation ' S. Coop. ' This name shall be exclusive, and its requirements may be laid down.

4. Cooperative societies may take the form of first-and second-degree cooperatives, in accordance with the specificities provided for in this Law.

Article 2. Scope.

This Law will apply:

A) To cooperative societies that develop their cooperative activity in the territory of several Autonomous Communities, except where in one of them it is developed as a principal.

B) To cooperative societies that mainly carry out their cooperative activity in the cities of Ceuta and Melilla.

Article 3. Address.

The cooperative partnership shall establish its registered office within the Spanish territory, where it carries out primarily its business or centralizes its administrative management and management.

Article 4. Operations with third parties.

1. Cooperative societies may carry out cooperative activities and services with non-partners only when they are provided by the Statutes, under the conditions and with the limitations established by this Law, as well as other laws of a nature.

a) Sectoral which are applicable to them.

2. However, any cooperative society, whatever its class, when, due to exceptional circumstances not attributable to it, it operates exclusively with its partners and, where appropriate, with third parties within the limits established by this Law in (a) attention to the type of cooperative in question, a decrease in activity which jeopardises its economic viability, may be authorized, upon request, to carry out, or, where appropriate, extend activities and services with third parties, by the time limit and up to the amount to be set by the authorisation in accordance with the circumstances congran.

The application will be settled by the Ministry of Labour and Social Affairs, and when it comes to credit and insurance cooperatives, the authorization will be for the Ministry of Economy and Finance.

Article 5. Sections.

1. The Statutes of the cooperative may provide for and regulate the formation and operation of sections, which develop, within the social object, specific economic and social activities with autonomy of management, separate assets and accounts of differentiated exploitation, without prejudice to the general accounts of the cooperative. The representation and management of the section will, in any case, correspond to the Rector Council of the Cooperative.

2. The fulfilment of the obligations arising from the section's activity first of all, the contributions made or promised and the guarantees presented by the partners integrated in the section, without prejudice to the liability universal heritage of the cooperative.

Except statutory provision against, the distribution of surplus will be differentiated.

3. The General Assembly of the cooperative may agree to suspend the agreements of the Assembly of members of a section, which it considers to be contrary to the law, to the statutes or to the general interest of the cooperative.

4. Cooperatives of any kind other than credit unions may have, if their Statute provides, a section of credit, without legal personality independent of the cooperative of which it is a party, limiting its active and passive operations to the cooperative itself and its partners, without prejudice to the ability to make profits from its cash flows through financial institutions.

The volume of the active operations of the credit section under no circumstances may exceed fifty percent of the cooperative's own resources.

5. Cooperatives with a section will be required to audit their annual accounts.

Article 6. Classes of cooperatives.

First-degree cooperative societies can be classified as follows:

Co-worker cooperatives.

Consumer and user cooperatives.

Housing cooperatives.

Agricultural cooperatives.

Community cooperatives of land exploitation.

Service cooperatives.

Sea cooperatives.

Carrier cooperatives.

Insurance cooperatives.

Healthcare cooperatives.

Teaching cooperatives.

Credit cooperatives.

CHAPTER II

From the constitution of the cooperative society

Article 7. Constitution and registration.

The cooperative partnership shall be constituted by public deed, which shall be entered in the Register of Cooperative Societies provided for in this Law. With the registration you will acquire legal personality.

Article 8. Minimum number of partners.

Except in cases where other minimum requirements are laid down for this or other law, first-degree cooperatives must be integrated, at least, by three partners.

Second-grade cooperatives must be constituted by at least two cooperatives.

Article 9. Cooperative partnership in constitution.

1. Of the acts and contracts concluded on behalf of the cooperative project before their registration, they shall be jointly and severally liable to those who have concluded them.

The consequences of these will be assumed by the cooperative after its registration, as well as the costs incurred in obtaining it, if they were necessary for its constitution, were expressly accepted within the period of three months from the registration or if they have been carried out, within their faculties, by the persons designated for this purpose by all the promoters. In these cases, the joint liability referred to in the preceding paragraph shall cease, provided that the social assets are sufficient to deal with them.

2. As long as registration is not registered, the projected company must add to its name the words "in constitution".

Article 10. Writing of constitution.

1. The public deed of incorporation of the company shall be granted by all the promoters and shall be expressed in:

a) The identity of the licensors.

b) Manifestation of these that they meet the necessary requirements to be partners.

c) The willingness to constitute a cooperative society and class in question.

(d) Accreditation by the licensors of having subscribed to the minimum mandatory contribution to the share capital to be a partner and to have paid it up, at least, in the statutory ratio.

e) If any, value assigned to the non-cash contributions, stating their registration data if they exist, in detail of those made by the different promoters.

(f) Accreditation of the licensors that the total amount of the contributions paid out is not less than that of the statutory minimum capital.

g) Identification of persons who, after the registration of the company, are to occupy the various positions of the first Rector Council, the Financial Controller or Financial Controller and the statement that they are not incourses due to incapacity or a prohibition to perform them as set out in this or other Act.

h) Declaration that there is no other entity with the same name, to which effect the appropriate accreditation certificate issued by the Register of Cooperative Societies will be presented to the notary.

i) The Statutes.

In writing, all the covenants and conditions that the promoters deem appropriate may be included, provided that they do not object to the laws or contradict the principles of the cooperative society.

2. Persons who have been designated for the purpose of the deed of incorporation shall, within one month of their granting, request the registration of the company in the Register of Cooperative Societies. If the application is made after six months, it shall be necessary to accompany the ratification of the writing of the constitution, also in public document, the date of which may not be earlier than one month of such application.

After twelve months from the granting of the writing of the constitution without the Company being registered, the Registry may refuse the registration as a definitive one.

Article 11. Content of the Statutes.

1. The Statutes shall include at least:

a) The name of society.

b) Social object.

c) The address.

d) The territorial scope of action.

e) The duration of the society.

f) Minimum social capital.

g) The minimum mandatory contribution to social capital to be a partner, form and time of disbursement and the criteria for setting the mandatory contribution to be made by new partners to join the cooperative.

h) How to credit contributions to social capital.

i) Devengo or non-interest on compulsory contributions to social capital.

j) Partner classes, requirements for their admission and voluntary or mandatory leave and applicable regime.

k) Partners ' rights and duties.

(l) the right of reimbursement of the partners ' contributions, as well as the transmission arrangements for the partners.

m) Rules of social discipline, typification of faults and penalties, sanctioning procedure, and loss of partner status.

n) Membership of the Governing Board, number of directors and duration of the respective charge.

Also, determination of the number and period of action of the interventors and, where appropriate, of the members of the Resources Committee.

The requirements imposed by this Law for the class of cooperatives in question will also be included.

2. Promoters may apply for the Register of Cooperative Societies for the prior qualification of the draft Statute.

3. Any amendment to the Statutes shall be recorded in public deed, which shall be entered in the Register of Cooperative Societies.

When the modification consists of the change of class of the cooperative, the members who have not voted in favor of the agreement, will have the right to separate from the society, considering their absence as justified. This right may be exercised until one month after the registration of the agreement in the Register of Cooperatives.

4. The Statutes may be developed by means of an internal rules of procedure.

CHAPTER III

Partners

Article 12. People who can be partners.

1. In cooperatives, they can be partners, depending on the cooperative activity, both the natural and legal persons, public or private and the communities of goods.

2. The Statutes shall lay down the requirements for the acquisition of the status of a partner, in accordance with the provisions of this Law.

Article 13. Admission of new partners.

1. The application for the acquisition of the status of a partner shall be made in writing to the Governing Council, which shall resolve and communicate its decision within three months of the receipt of that decision, and giving publicity to the agreement in the form that is established by law. The agreement of the Rector Council will be motivated. After the deadline has not been adopted, the decision shall be deemed to be estimated.

2. If admission is refused, the applicant may, within 20 days, be counted from the date of notification of the agreement of the Rector Council, to the Committee on Resources or, failing that, to the General Assembly. The Resources Committee shall decide within a maximum period of two months from the date of the submission of the challenge and the General Assembly at the first meeting to be held, in both cases, the hearing of the person concerned.

The acquisition of the membership condition shall be suspended until the time limit has elapsed for the application of the admission or, if it is under appeal, until the Board of Appeal or, where applicable, the General Assembly, resolves.

3. The admission agreement may be contested by the number of members and in the form that is legally determined, the hearing of the person being required.

4. In the case of cooperative societies of the first grade, which are not of associated work or of community exploitation of the land and in the second grade, the Statutes may provide for the admission of working partners, natural persons, whose activities cooperativizada shall consist of the provision of their personal work in the cooperative.

The rules set out in this Law for the worker partners of the worker cooperatives, with the provisos set out in this article, will apply to the working partners.

The Statutes of cooperatives providing for the admission of work partners must set out the criteria that ensure the equitable and weighted participation of these partners in the obligations and rights of social and social nature. economic.

In any event, the losses determined on the basis of the cooperative activity of the labour supply, developed by the work partners, will be charged to the reserve fund and, failing that, to the user partners, in the the amount necessary to guarantee to the work partners a minimum compensation equal to 70% of the remuneration paid in the area for equal work and, in any case, not less than the amount of the minimum inter-professional salary.

If the Statutes provide for a trial period for the work partners, the latter will not proceed if the new partner is at least in the cooperative as an employed person, the time that corresponds to the probationary period.

5. In order to acquire the status of a member, it will be necessary to subscribe the obligatory contribution to the corresponding social capital, make its disbursement and pay, if necessary, the income share in accordance with the provisions of Articles 46 and 52 of this Law.

6. If the Statute provides for this and is agreed upon admission, social links of a given duration may be established, provided that all of these partners are not more than one-fifth of the partners of an indefinite nature. class in question.

The mandatory contribution to the social capital required of this type of partner will not be able to exceed ten percent of the required to the partners of indefinite character and will be reintegrated in the moment in which it causes low, once the bind period has elapsed.

Article 14. Partner partners.

The Statutes may provide for the existence of cooperative partners in the cooperative, natural or legal persons, who, without being able to develop or participate in the cooperative activity of the social object of the cooperative, can contribute to their achievement.

The collaborating partners shall pay up the financial contribution to be determined by the General Assembly, which shall determine the criteria for the weighted participation of the partners in the socio-economic rights and obligations of the General Assembly. cooperative, in particular the regime of their right of separation. The contributing partner will not be able to require further contributions to the social capital, nor will it be able to carry out cooperative activities within the social capital.

The contributions made by the collaborating partners will in no case exceed forty-five percent of the total of the contributions to the social capital, nor the set of the corresponding votes, added between yes, they may exceed thirty per cent of the votes in the cooperative's social bodies.

May be able to pass on the status of partner partners, those partners who for justified reasons do not perform the activity that motivated their income in the cooperative and do not request their discharge.

The responsibility regime of the collaborating partners is the one established for the partners in Article 15, points 3 and 4 of this Law.

Article 15. Obligations and liability of the partners.

1. Partners are required to perform statutory and statutory duties.

2. In particular, the partners will have the following obligations:

(a) Meet the agreements validly adopted by the social organs of the cooperative, without prejudice to the provisions of Article 17, number 4.

b) Participate in the cooperative activities developed by the cooperative for the fulfillment of its social purpose, in the minimum required amount established in its Statutes. The Governing Council, where there is a justified cause, may release from that obligation the partner, in the amount applicable and in accordance with the circumstances.

c) Save secret on those matters and data of the cooperative whose disclosure could harm lawful social interests.

d) Accept the charges for which you are elected, except for a fair cause of excuse.

e) Meet the economic obligations that correspond to you.

f) Do not engage in competitive activities with the business activities that the cooperative develops, unless expressly authorized by the Rector Board.

3. The liability of the partner for the social debts shall be limited to the contributions to the share capital which he or she has subscribed, whether or not they are paid in full.

4. However, the partner who causes a low in the cooperative will personally answer for the social debts, after exclusion from having social, for five years since the loss of his status as a partner, due to the obligations contracted by the cooperative prior to their discharge, up to the amount reimbursed for their contributions to the share capital.

Article 16. Rights of the partners.

1. The partners may exercise, without further restrictions than those arising from a sanctioning procedure, or from statutory precautionary measures, all rights legally or legally recognised.

2. In particular they are entitled to:

a) Attend, participate in discussions, formulate proposals according to the statutory regulation and vote on proposals submitted to them in the General Assembly and other collegiate bodies of which they are a party.

b) Being an elector and eligible for social organ charges.

c) Participate in all cooperative activities, without discrimination.

d) The cooperative return, if any.

e) The updating, where appropriate, and the validation of the contributions to the share capital, as well as the interest in them, where appropriate.

f) Voluntary leave.

g) Receive the information necessary for the exercise of your rights and the fulfilment of your obligations.

h) To the appropriate professional training to carry out their work the working partners and the work partners.

3. Any cooperative member may exercise the right of information in the terms provided for in this Law, in the Statutes or in the agreements of the General Assembly.

The partner will be entitled to at least:

(a) Receive a copy of the Social Statutes and, if any, of the Rules of Procedure and their amendments, with an express reference to the moment of entry into force of these.

(b) Free access to the cooperative's partner register books, as well as to the General Assembly's Book of Acts and, if requested, the Rector Board shall provide it with certified copy of the agreements adopted in the General Assemblies.

c) Receive, if requested, from the Board of Rector, certified copy of the Council agreements affecting the partner, individually or in particular and in any event to be shown and clarified, within a period not exceeding one month, the state of their economic situation in relation to the cooperative.

(d) to examine at the registered office and in those workplaces which determine the Statute, within the period between the convening of the Assembly and its conclusion, the documents to be submitted to it and in the annual accounts, the management report, the proposal for the distribution of results and the report of the Interventors or the audit report, as the case may be.

e) Request in writing, prior to the celebration of the Assembly, or verbally in the course of the Assembly, the extension of any information deemed necessary in relation to the items contained in the agenda.

The Statutes shall regulate the minimum time in advance to present in the registered office the written request and the maximum period within which the Council may respond outside the Assembly, due to the complexity of the request formulated.

f) Request in writing and receive information on the cooperative's progress in the terms provided for in the Statutes and in particular on the one affecting their economic or social rights. In this case, the Governing Council shall provide the requested information within 30 days or, if it is considered to be a general interest, in the next Assembly to be held, including it on the agenda.

g) When 10% of the cooperative's partners, or one hundred partners, if it has more than one thousand, request in writing to the Governing Council the information it deems necessary, it must also provide it in writing, in a period not exceeding one month.

4. In the cases referred to in paragraph 3 (e), (f) and (g), the Governing Council may refuse the information requested, where the information provided is in serious danger to the legitimate interests of the cooperative or where the request constitutes obstruction. repeated or manifest abuse by the applicant partners. However, such exceptions shall not be made where the information is to be provided in the act of the Assembly and is supported by the request for information by more than half of the votes present and represented and, in the other cases, where This is agreed by the Resources Committee, or, failing that, by the General Assembly as a result of the appeal brought by the requesting partners.

In any event, the refusal of the Governing Council to provide the requested information may be challenged by the applicants for the same procedure under the procedure referred to in Article 31 of this Law, in addition to the (b) and (c) of paragraph 3 of this Article, may refer to the procedure provided for in Article 2.166 of the Civil Procedure Act.

Article 17. Low partner.

1. The partner may voluntarily opt out of the cooperative at any time by giving written notice to the Governing Council. The period of notice, which shall be laid down in the Statute, shall not exceed one year, and its non-compliance may give rise to compensation for damages.

2. The classification and determination of the effects of the discharge shall be the responsibility of the Governing Council which shall formalise it within three months, except that the Statute provides for a different time limit, from the date of effect of the discharge, by a reasoned statement to be communicated to the partner concerned.

After that period without having resolved the Rector Board, the partner may consider its discharge as justified for the purposes of its liquidation and repayment of contributions to the capital, all without prejudice to the provisions of the Article 51 of this Law.

3. The Statute may require the commitment of the partner not to unsubscribe voluntarily, without fair cause to qualify the same as justified until the end of the financial year in which he wishes to cause a discharge or until after the end of the financial year admission, the time to be set by the Statute, which shall not exceed five years.

4. A member who has expressly saved his or her vote or is absent and disagreeable with any agreement of the General Assembly, which involves the assumption of seriously onerous obligations or burdens not provided for in the Statute, may be discharged, which shall be considered to be justified, by writing to the Governing Council within 40 days of the date of receipt of the agreement.

5. Members who lose the required requirements to be in accordance with this Law or the Statutes of the cooperative will be required to be lower.

The mandatory discharge shall be agreed upon, after hearing by the interested party, by the Governing Council, on its own initiative, at the request of any other partner or of the affected person.

The agreement of the Governing Council will be executive since the ratification of the Resources Committee or, failing that, of the General Assembly is notified, or the time limit has elapsed to appeal to them without having done so. However, it may immediately establish the prudential suspension of the rights and obligations of the partner until the agreement is enforceable if the Statute provides for the scope of the suspension. The partner shall retain their right to vote in the General Assembly while the agreement is not enforceable.

6. The partner disagreeing with the reasoned agreement of the Governing Council on the qualification and effects of its discharge may contest it in accordance with the terms of Article 18 (3) (c) of this Law.

Article 18. Rules of social discipline.

1. The partners may only be punished for the faults previously established in the Statutes, which will be classified as minor, serious and very serious.

2. The violations committed by the partners will prescribe if they are mild to two months, if they are serious at four months, and if they are very serious at six months.

The deadlines will start to be computed from the date on which they were committed. The time limit is interrupted when the sanctioning procedure is initiated and runs again if the resolution is not delivered within four months.

3. The Statutes shall lay down the sanctioning procedures and the resources they carry out, in compliance with the following rules:

a) The sanctioning faculty is an inselectable competition of the Rector Board.

(b) In all cases the prior hearing of the persons concerned is required and their arguments must be made in writing in cases of serious or very serious misconduct.

(c) The sanction agreement may be challenged within one month, from its notification, to the Resources Committee to be resolved within two months or, failing that, to the General Assembly which will decide in the first meeting to be held.

These deadlines have not been resolved and the appeal will be deemed to have been estimated.

In the event that the challenge is not accepted or dismissed, it may be called upon within one month of its failure to admit or notify the Judge of First Instance, by the procedural course provided for in Article 31 of the this Act.

4. The penalty to suspend the partner in his rights, which he will not be able to attain to the right of information, nor, if necessary, to the right of return, to the accrual of interest for his contributions to the social capital, nor to the updating of the same, will be regulated in the Statute only for the assumption that the partner is exposed to his or her economic obligations or does not participate in the cooperative activities, in the terms established by law.

5. The expulsion of the partners will only take place because of a very serious lack of action. But if the same governing agreement were to be affected by a social charge, the proposal for a simultaneous cessation of the performance of that office may be included.

The expulsion agreement will be enforceable once the ratification of the Resources Committee or, failing that, of the General Assembly by secret ballot, or when the deadline has elapsed to appeal to them, will be notified. without having done so. However, the precautionary suspension scheme provided for in the previous Article may be applied.

CHAPTER IV

From the organs of the cooperative society

SECTION 1 OF THE SOCIAL ORGANS

Article 19. Organs of society.

They are organs of the cooperative society, the following:

The General Assembly.

the Governing Council.

The Intervention.

The cooperative society may also provide for the existence of a Committee on Resources and other advisory or advisory bodies whose functions are to be determined in the Statute, which may in no way be confused with the social bodies themselves.

SECTION 2 OF THE GENERAL ASSEMBLY

Article 20. Concept.

The General Assembly is the meeting of the partners constituted with the aim of deliberating and adopting agreements on those matters which, legally or statutorily, are of their competence, linking the decisions taken to all the cooperative partners.

Article 21. Competence.

1. The General Assembly shall determine the general policy of the cooperative and may discuss any other matter of interest to it, provided that it is on the agenda, but may only take binding agreements on matters that this Law does not Consider exclusive competence of another social body.

Notwithstanding the foregoing, and unless otherwise provided for in the Statute, the General Assembly may instruct the Governing Council or subject to authorization the adoption by that body of decisions or agreements on certain cases.

2. It is the sole responsibility of the General Assembly, to deliberate and to take agreements on the following matters:

a) Review of social management, approval of annual accounts, management report and application of available surpluses or imputation of losses.

(b) Appointment and revocation of the members of the Governing Board, the auditors, the auditors, the liquidators and, where appropriate, the appointment of the Board of Appeal as well as the amount of the remuneration of members of the Board of Directors and liquidators.

c) Modification of the Statutes and approval or modification, where appropriate, of the cooperative's Rules of Procedure.

(d) Approval of new compulsory contributions, admission of voluntary contributions, updating of the value of contributions to the social capital, fixing of contributions from new partners, setting of quotas for income or periodicals, as well as the interest rate to be paid for contributions to social capital.

(e) Emission of bonds, equity securities, special shares or other forms of financing by means of transferable securities issues.

f) Fusion, division, transformation and dissolution of society.

g) Any decision that involves a substantial modification, according to the Statutes, of the economic, social, organizational or functional structure of the cooperative.

(h) Constitution of second-degree cooperatives and cooperative groups or incorporation into them if they are already constituted, participation in other forms of economic collaboration referred to in Article 79 of this Law, accession to representative entities as well as the separation of the same.

i) The exercise of the social action of liability against members of the Governing Council, auditors and liquidators.

j) Derivatives of a statutory or statutory rule.

3. The competence of the General Assembly on the acts in which its agreement is required by virtue of a statutory or statutory rule is inselectable, except for those powers which may be delegated to the cooperative group governed by the article. 78 of this Act.

Article 22. Classes and forms of General Assembly.

1. General Assemblies can be ordinary or extraordinary.

The main purpose of the General Assembly is to examine social management and approve, if appropriate, annual accounts. It may also include in its agenda any other matter of the competence of the Assembly.

The other General Assemblies will have the character of extraordinary.

2. The General Assemblies shall be from delegates elected at preparatory meetings, when the Statutes, in the light of circumstances that hinder the presence of all the partners in the General Assembly or others, provide for it.

Article 23. Call.

1. The ordinary General Assembly shall be convened by the Governing Council within six months of the date of the end of the financial year.

2. If the statutory period has not been completed, the Interventors must request it from the Rector Council, and if the latter does not call it within 15 days of receipt of the request, they shall request the competent Judge, who shall convene.

After the legal period has elapsed without the convening of the ordinary Assembly, without prejudice to the provisions of the previous paragraph, any partner may request from the referred judicial authority that it be called. In any event, the judicial authority shall only deal with the first of the requests for a call to be made.

3. The extraordinary General Assembly shall be convened at the initiative of the Governing Council, at the request of a number of members representing 20% of the total votes and, if provided for in the Statute, at the request of the Controllers.

If the notice requirement is not served by the Rector Council within one month, the applicants may request the competent Judge to call it.

4. In the event that the Judge will hold the call, he will appoint the persons who will serve as President and Secretary of the Assembly.

5. The convocation shall not be necessary, provided that all the members of the cooperative are present or represented and accept, by unanimity, a universal General Assembly approving the order of the day. All the partners shall sign an act which shall, in any event, contain the agreement to conclude the Assembly and the agenda.

Article 24. Form and content of the call.

1. The General Assembly shall be convened, at least fifteen days in advance, and a maximum of two months, always by means of an advertisement publicly displayed prominently in the registered office and in each of the other centers in which the cooperative develops their activity, where appropriate, without prejudice to the fact that the Statutes may further indicate any individual and written communication procedure which ensures the receipt of the notice by all the partners at the address designated for the purpose or in which the This is the case in the Register of Partners; however, for partners residing abroad, the Statutes may provide that they shall be individually convened only if they have designated a place on the national territory for notifications.

When the cooperative has more than five hundred partners, or if the Statutes so require, the call will also be announced at the same time in a given newspaper of great diffusion in the territory in which it has its own action. The fortnightly period shall be calculated by excluding from its calculation the day of the exhibition, dispatch or publication of the notice, as well as the date of celebration of the Assembly.

2. The notice shall indicate at least the date, time and place of the meeting, if it is first or second convocation, as well as the matters which make up the agenda, which shall have been fixed by the Governing Council and shall also include matters including the financial controller and a number of partners representing 10 per 100 or reaching the figure of two hundred, and shall be submitted before the end of the eighth day following the publication of the call. The Governing Council shall, where appropriate, make public the new agenda at least four days in advance of the holding of the Assembly, in the form established for the convocation.

Article 25. Constitution of the Assembly.

1. The General Assembly shall be validly constituted on the first call, when more than half of the social votes are present or represented, and, on the second call, at least ten percent of the votes or one hundred social votes. The Social Statutes may set a higher quorum. However, and when expressly laid down by the Statute, the General Assembly shall be validly constituted on the second call, whatever the number of members present or represented.

Likewise, the Statutes may establish the percentage of assistants who must be partners who develop cooperative activity for the valid constitution in each call, without, in any case, the application of these percentages suppose you exceed the limits set in the previous paragraph.

2. The General Assembly shall be chaired by the President and, failing that, by the Vice-President of the Governing Council; the Secretary shall act as the Secretary of the Governing Council or whoever replaces it as a statutory one. In default of these charges, they will be the ones chosen by the Assembly.

3. The votes shall be secret in the cases provided for in this Law or in the Statute, in addition to those in which they approve it, after voting at the request of any partner, ten percent of the social votes present and represented in the General Assembly.

The Statutes will be able to regulate channels with respect to the last assumption, to avoid abuses; among them, that only a secret ballot request can be promoted in each assembly session when, by the number of assistants, the The density of the order of the day or otherwise reasonable cause, this is most appropriate for the development of the meeting.

Article 26. Right to vote.

1. In the General Assembly each partner will have one vote.

2. Without prejudice to the provisions of the preceding paragraph, in first grade cooperatives, the Statute may establish the right to a weighted plural vote, in proportion to the volume of the cooperative activity, for the partners cooperatives, companies controlled by these or public entities. In these cases, the Statute shall clearly set out the criteria of proportionality, without the number of votes of a partner being higher than one third of the total votes of the cooperative.

3. In the case of cooperatives with different types of partners, a plural or split vote may be attributed to the extent necessary to maintain the proportions which, as regards voting rights in the General Assembly, have been established in the Statutes for the various types of partners.

4. In the case of agricultural, service, transport and sea cooperatives, the Statute may provide for the possibility of a weighted plural vote, in proportion to the volume of the cooperative activity of the partner, which may in no case be higher than five social votes, without being able to attribute to a single partner more than one third of the total votes of the cooperative. In credit, the provisions of the special rules of these entities shall apply.

5. In the case of cooperatives of Community exploitation of the land to each worker member, a vote shall be taken and the members of the right to the benefit of the cooperative shall be entitled to a plural or split vote, in accordance with the assessment of the the assets transferred, without, in any event, a single partner being able to quintuple the voting fraction held by another partner in the same mode.

6. In the second-degree cooperatives, if provided for in the Statutes, the members ' vote may be proportional to their participation in the cooperative activity of the company and/or the number of active members of the associated cooperative, in which The Statute should clearly set out the criteria for the proportionality of the vote. However, no partner will be able to hold more than one third of the total votes, unless the company is made up of only three partners, in which case the limit will be raised to forty per cent, and if only two partners, the agreements they must be adopted by unanimous vote of the partners.

In any case, the number of votes of the entities that are not cooperative societies will not be able to reach forty percent of the social votes. The Statutes may set a lower limit.

7. The sum of plural votes except in the case of second-degree cooperatives, may not reach half of the number of members and, in any case, the members of the plural vote-holders may resign for an Assembly or in any vote, to them, exercising a single vote. In addition, the Statutes should regulate the assumptions in which equal voting will be imperative.

8. The Statutes shall establish the assumptions in which the partner must abstain from voting to be in conflict of interest, including in any case those provided for in the Limited Liability Company Act.

Article 27. Vote by proxy.

1. The partner may be represented at meetings of the General Assembly through another partner, who may not represent more than two. It may also be represented, except for the partner who cooperativies his or her work or the one who is prevented by specific regulations, by a relative with full capacity to act and within the degree of kinship to establish the Statutes.

2. Legal representation, for the purpose of attending the General Assembly, of legal persons and minors or incapacitated persons, shall be in accordance with the rules of common or special law applicable.

3. The voting delegation, which may be made only for each Assembly, shall be carried out in accordance with the procedure laid down in the Statute.

Article 28. Adoption of agreements.

1. Except in the cases provided for in this Law, the General Assembly shall adopt the agreements by more than half of the votes validly expressed, with the blank votes and abstentions not being computable.

2. A majority of two-thirds of the votes present and represented shall be required to adopt agreements for the modification of the Statute, accession or discharge in a cooperative group, transformation, merger, division, dissolution and reactivation of the company.

3. The Statute may require majorities in excess of those laid down in the preceding paragraphs, without, in any event, exceeding four fifths of the votes validly cast.

4. Agreements on matters not on the agenda shall be void, except where a new General Assembly is convened; the holding of the accounts by members of the cooperative or by an external person; the extension of the session of the General Assembly; the exercise of the action of responsibility against the administrators, the auditors, the auditors or the liquidators; the revocation of the aforementioned social charges, as well as those other cases provided for in the present Law.

5. The General Assembly agreements shall produce the effects inherent to them from the moment they have been adopted.

Article 29. Minutes of the Assembly.

1. The minutes of the Assembly shall be drawn up by the Registrar and shall, in any event, express the place, date and time of the meeting, the relationship of assistants, if it is held in the first or second convocation, the presence of a quorum sufficient to its valid constitution, the order of the day, a summary of the deliberations and interventions that have been requested in the minutes, as well as the transcription of the agreements adopted with the results of the votes.

2. The minutes of the sitting may be approved by the General Assembly itself following the act of its conclusion, or, failing that, it shall be held within 15 days of its conclusion by the President of the same and two partners without delay. Member of the European Parliament and of the Council

the European Union.

3. Where the agreements are registered, the documents necessary for their registration within 30 days of the approval of the minutes shall be submitted to the Register of Cooperative Societies under the responsibility of the Council. Rector.

4. The Governing Council may require the presence of a notary to release the minutes of the Assembly and shall be obliged to do so provided that, seven days in advance of the date laid down for the session, it is requested by members representing at least 10%. percent of all of them.

The notarial act shall not be submitted for approval and shall be taken into account in the minutes of the Assembly.

Article 30. General Assembly of Delegates.

1. When the Statutes provide for objective and express causes, Assembly of Delegates shall regulate the criteria of membership of the partners in each preparatory meeting, its faculty of raising non-binding proposals, the rules for the election of delegates, from among the members present who do not hold social posts, the maximum number of votes that may be held by each in the General Assembly and the character and duration of the term of office, which may not exceed three years.

When the mandate of the delegates is multiannual, the Statutes shall regulate a system of information meetings, prior to and after the Assembly, of those with the partners attached to the corresponding board.

2. The calls of the preparatory meetings and the Assembly of Delegates shall be unique, with the same order of the day, and with the publicity regime provided for in Article 24 of this Law. Both the preparatory meetings and the Assembly of Delegates shall be governed by the rules of constitution and operation of the General Assembly.

Except when the President of the cooperative attends, the preparatory meetings shall be chaired by a partner elected among the assistants and shall always be informed by a member, at least, of the Governing Council.

When elections are on the agenda, they will be held directly at the preparatory meetings held on the same day, with the final recount and the proclamation of the candidates for the elections. General Assembly of Delegates.

3. The deferred approval of the minutes of each preparatory meeting shall be carried out within five days of their respective conclusion.

4. Only the agreement adopted by the General Assembly of Delegates shall be impeachable, although the deliberations and agreements of the preparatory meetings shall be taken into account in order to examine its content and validity.

5. The rules laid down for the General Assembly shall be observed, as soon as they are applicable, as provided for in this Article and in the Statutes on the preparatory meetings.

Article 31. Impeachment of General Assembly agreements.

1. The agreements of the General Assembly that are contrary to the Law may be challenged, which oppose the Statutes or injure, for the benefit of one or more partners or third parties, the interests of the cooperative.

The challenge of a social agreement that has been left without effect or validly replaced by another will not proceed. If it is possible to eliminate the cause of impeachment, the Judge will give a reasonable period for the Judge to be subsated.

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

3. The action to challenge the null agreements shall lapse within one year, with the exception of agreements which, for their cause or content, are contrary to public policy. The action to challenge the nulliable agreements will expire at forty days.

The expiry time limits provided for in this article will be computed from the date of adoption of the agreement or, if the same subject is subject to registration in the Register of Cooperative Societies, from the date on which it is registered.

4. For the impeachment of the null agreements are legitimated: any partner; the members of the Rector Council; the interventors; the Committee of Resources and the third parties that accredit legitimate interest. In order to contest the nullified agreements, the members attending the Assembly who would have recorded, in the minutes or by means of a document submitted within the next 48 hours, their opposition to the agreement, even if the vote it would have been secret; the illegitimately deprived of the right to vote and the absent, as well as the members of the Rector Council and the interventors. They are obliged to contest the agreements contrary to the Law or the Statute, the Governing Council, the Financial Controller and the liquidators and, where appropriate, the Resources Committee.

5. The actions of challenge shall be in accordance with the rules laid down in Articles 118 to 121 of the recast text of the Law of Companies as soon as they are not contrary to this Law, with the exception that in order to request in the written the suspension of the contested agreement shall be required, the applicants shall be required to be either the financial controller or the partners representing at least twenty per cent of the total social vote.

6. The judgment of the Court of Justice of the Court of Justice of the European Court of Justice of the European Court of Justice of the European Union is a matter for the Court of Justice. In the event that the contested agreement is registered, the judgment shall also determine the cancellation of its registration, as well as that of subsequent seats which are contradictory to it.

SECTION 3 OF THE GOVERNING COUNCIL

Article 32. Nature, competence and representation.

1. The Governing Council is the collegiate governing body to which it corresponds, at least, to the discharge, supervision of the directors and the representation of the cooperative society, subject to the Law, the Statutes and the general policy fixed by the General Assembly.

However, in those cooperatives whose number of partners is less than ten, the Statutes may establish the existence of a single Administrator, a natural person who has the status of a partner, who shall assume the powers and functions provided for in this Law for the Governing Council, its President and Secretary.

It is for the Governing Council to decide how many powers are not reserved by law or by the Statutes to other social bodies and, where appropriate, to agree to the amendment of the Statutes when it consists of the change of registered office within of the same municipal term.

In any case, the representative powers of the Rector Council extend to all acts related to the activities that integrate the social object of the cooperative, without having any effects on third parties that as to them they could contain the Statutes.

2. The President of the Governing Council and, where appropriate, the Vice-President, who will also be the cooperative, shall have the legal representation of the cooperative, within the scope of the powers conferred upon them by the Statutes and the specific ones for their execution result from the agreements of the General Assembly or the Governing Council.

3. The Governing Council may confer on any person, as well as proceed with its revocation, any person whose representative powers of management or management shall be established in the deed of power, and in particular appoint and revoke the manager, General manager or equivalent charge, as the cooperative's main manager.

The granting, modification or revocation of management or management powers on a permanent basis shall be entered in the Register of Cooperative Societies.

Article 33. Composition.

The Statutes will establish the composition of the Governing Council. The number of members shall not be less than three and no more than 15, in any event a President, a Vice-President and a Registrar.

When the cooperative has three partners, the Rector Board will be made up of two members, not the Vice President.

The existence of other posts and alternates will be included in the Statutes, which in no case will be able to establish the reservation of the posts of President, Vice President or Secretary. However, cooperatives, if provided for in the Statute, may reserve members of the Board of Directors or members of the Board of Directors, for the purpose of their appointment as a group of members, objectively determined.

When the cooperative has more than fifty workers on an indefinite basis and the Enterprise Committee is constituted, one of them will be a member of the Rector Board as a vocal member, who will be elected and revoked by In the case of a number of works councils, the Committee shall be elected by fixed workers.

The term of office and the regime of the referred member shall be the same as those laid down in the Statute and the Rules of Procedure for the remaining members.

Article 34. Choice.

1. The members, except in the case provided for in the previous article, shall be elected by the General Assembly by secret ballot and by the largest number of votes.

The Statutes or Rules of Procedure shall regulate the electoral process, in accordance with the rules of this Law. In any event, applications submitted outside the time limit specified by the corresponding self-regulation or the members submitted for renewal shall not be valid. The candidates may decide on the validity of the applications.

The positions of President, Vice President, and Secretary shall be elected by the Governing Council or the Assembly by statutory provision.

Dealing with a legal person, you must designate a natural person for the exercise of the office's own functions.

2. The Statute may allow the appointment as advisers of qualified persons and experts who do not have the status of members, in numbers not exceeding one third of the total, and who shall in no case be appointed President or Vice-President.

Except in such a case and the one provided for in the previous article, only those who have the status of cooperative members can be elected as advisers.

3. The appointment of the members shall take effect from the moment of their acceptance, and shall be submitted to the Register of Cooperative Societies, within one month.

Article 35. Duration, cessation and vacancies.

1. The members shall be elected for a term of three to six years for the duration of the Statutes, and may be re-elected.

Counselors who would have exhausted the deadline for which they were elected will continue to hold their positions until the time they are accepted to replace them.

2. The Governing Council shall be renewed simultaneously in all its members, unless the Statute provides for partial renewals.

3. Members may be removed by agreement of the General Assembly, even if it is not on the agenda, but in this case, the majority of the total votes of the cooperative will be necessary except for the statutory rule that, for cases justified, provides for a lower majority. In any case, the provisions of Article 41 (4), for which the simple majority is sufficient, shall be provided.

4. The resignation of the members may be accepted by the Governing Council or the General Assembly.

5. Vacant the position of President and as long as no substitute is chosen, his duties will be assumed by the Vice-President, without prejudice to the substitutions that proceed in cases of impossibility or counterposition of interests.

6. If, at the same time, the positions of President and Vice-President directly elected by the Assembly remain vacant or if a number of members of the Governing Council is insufficient to validly constitute, the duties of the President shall be taken by the elected adviser among those who remained. The General Assembly shall, within a maximum period of 15 days, be convened for the purpose of covering the vacancies which have occurred. This call may be agreed by the Governing Board, even if the number of members required by the following Article is not met.

Article 36. Operation.

1. The Statutes or, failing that, the General Assembly shall regulate the functioning of the Governing Council, the committees, committees or executive committees which may be established, as well as the powers of the delegated members.

2. Counselors will not be able to be rendered.

3. The Governing Council shall, upon convocation, be validly constituted when more than half of its components are personally to the meeting.

4. The agreements shall be adopted by more than half of the votes validly expressed. Each counselor will have one vote. The President's vote would lead the draws.

5. The minutes of the meeting, signed by the President and the Secretary, shall contain the discussions in succinct form and the text of the agreements, as well as the outcome of the votes.

Article 37. Impeachment of the Governing Council agreements.

1. Council agreements which are deemed to be null or void may be contested within two months or one month, respectively, since their adoption.

2. All partners, including members of the Governing Council, who had voted in favour of the agreement and those who abstained, are entitled to exercise the actions to challenge the nulls. They are also entitled to take the action to challenge the nullified agreements, those in attendance at the Council meeting who have recorded, in the minutes, their vote against the agreement adopted, the absent and those who have been The Commission has also been able to vote on the motion for a resolution. In other respects, it shall be in accordance with the procedure laid down for the impeachment of General Assembly agreements.

3. The time limit for challenging the agreements of the Governing Council shall be one month from the date of adoption of the agreement, if the challenge is an adviser, or in other cases since the challenges have been made known to them, provided that they do not a year has elapsed since its adoption.

SECTION 4. OF THE INTERVENTION

Article 38. Functions and appointment.

1. The Intervention, as the control body of the cooperative, has as functions, in addition to those expressly entrusted to it by this Law, which assign to it the Statutes, according to their nature, that are not expressly entrusted to others social bodies.

The Intervention may consult and check all the cooperative documentation and proceed with any verifications it deems necessary.

2. The Statute shall, where appropriate, lay down the number of financial controllers, which may not exceed the number of members, and may also establish the existence and number of alternates. The Statutes, which may provide for partial renewals, shall set the duration of their term of office between three and six years, and may be re-elected.

3. The interventors will be chosen from the cooperative's partners. In the case of a legal person, the legal person shall appoint a natural person for the exercise of the office's own functions.

One third of the financial controller may be appointed among independent experts.

4. The financial controller or financial controller and, if any, the alternates shall be elected by the General Assembly, by secret ballot, by the largest number of votes.

Article 39. Annual accounts report.

1. The annual accounts and the management report, before being submitted for approval to the General Assembly, shall be censured by the financial controller or financial controller, unless the cooperative is subject to the audit of the accounts referred to in the Article 62 of this Law.

2. The final report shall be made and made available to the Governing Council within a maximum of one month from the time the accounts are delivered to that end. In the event of disagreement, the financial controller shall issue a separate report. As long as the report has not been issued or the deadline for doing so, the General Assembly may not be called upon whose approval the accounts are to be submitted.

SECTION 5. COMMON PROVISIONS TO THE GOVERNING COUNCIL AND INTERVENTION

Article 40. Remuneration.

The Statute may provide for members and non-members to receive remuneration, in which case they shall lay down the system and the criteria for fixing them by the Assembly and shall bear all of this in mind. year. In any case, the members and the financial controller shall be compensated for the expenses incurred by them.

Article 41. Incompatibilities, disabilities and prohibitions.

1. They may not be advisers or auditors:

(a) High charges and other persons at the service of public administrations with functions in their capacity to relate to the activities of cooperatives in general or to those of the cooperative concerned in particular, unless they are represented, in particular, by the public body in which they serve.

(b) Those who perform or exercise their own or other competitive or complementary activities to those of the cooperative, unless expressly authorized by the General Assembly, in each case.

c) The unable, in accordance with the extent and limits set in the intraining statement.

In cooperatives integrated mainly or exclusively by mentally handicapped persons, their lack of capacity to act will be met by their guardians, in accordance with the provisions of the current legal provisions, to which they are apply the regime of incompatibilities, disabilities and prohibitions, as well as the liability, established in this Law.

(d) Non-rehabilitated and non-rehabilitated persons who are prevented from exercising employment or public office and those who, on account of their position, are unable to pursue gainful economic activities.

(e) Those who, as members of those organs, have been punished, at least twice, by the commission of serious or very serious misconduct for the purpose of conculcating the cooperative legislation. This prohibition shall be extended to a period of five years, from the finality of the last sanction.

2. They are incompatible with each other, the positions of members of the Rector Council, financial controller and members of the Resources Committee. Such incompatibility shall also reach the spouse and relatives of the expressed positions up to the second degree of consanguinity or affinity.

The causes of parentage-related incompatibility will not be effective, when the number of cooperative partners, at the time of choice of the relevant body, is such that there are no partners in the Those who do not attend such causes.

3. None of the above charges may be exercised simultaneously in more than three first-degree cooperative societies.

4. The adviser or financial controller who incurs any of the prohibitions or is affected by any of the inabilities or incompatibilities provided for in this article, shall be immediately removed at the request of any partner, without prejudice to the liability in which it may incur its unfair conduct. In the case of incompatibility between charges, the person concerned shall choose one of them within five days of the election for the second position and, if he does not do so, the second appointment shall be void.

Article 42. Conflict of interest with the cooperative.

1. The General Assembly shall have the prior agreement, when the cooperative has to be obliged to any counsellor, financial controller or one of its relatives until the second degree of consanguinity or affinity, and the partner is not able to conflict situation to take part in the corresponding vote. The authorization of the Assembly shall not be necessary in the case of the relations of the partner condition.

2. Acts, contracts or operations carried out without the said authorisation shall be nullified, with the exception of rights acquired in good faith by third parties.

Article 43. Responsibility.

The liability of directors and controllers for damages will be governed by the provisions of the directors of the public limited liability companies, although the financial controllers will not have joint and several liability. The General Assembly agreement which decides on the exercise of the action of responsibility shall require an ordinary majority, which may be adopted even if it is not on the agenda. At any time, the General Assembly may compromise or renounce the exercise of the action provided that it does not object to the partners holding five percent of the cooperative's social votes.

SECTION 6 OF THE RESOURCES COMMITTEE

Article 44. Functions and competencies.

1. The Statute may provide for the creation of a Resources Committee, which shall process and resolve the penalties imposed on the partners-even if they have social charges-by the Governing Board and in the other cases which it establishes. This Law or the Statutes.

2. The composition and functioning of the Committee shall be laid down in the Statute and shall be composed of at least three members elected from among the members by the General Assembly in secret ballot. The duration of their term of office shall be fixed by statute and may be re-elected.

3. The agreements of the Resources Committee shall be immediately executive and final, and may be challenged in accordance with the provisions of this Law as if they were adopted by the General Assembly.

4. The members of the Committee are subject to the causes of abstention and recusal applicable to Judges and Magistrates. Their agreements, when they fall on disciplinary matters, shall be adopted by secret ballot and without a vote of quality. In addition, the provisions of Article 34.3 and Section 5 shall apply to this body. (a) the possibility of remuneration may only be laid down by the Statute for members of that Committee acting as rapporteurs.

CHAPTER V

From the economic regime

SECTION 1 OF THE SOCIAL CONTRIBUTIONS

Article 45. Social capital.

1. The share capital shall be constituted by the contributions of the partners.

2. The Statute shall lay down the minimum social capital with which the cooperative may be established and operated, which shall be fully paid up since its establishment.

3. The Statutes shall set out how to accredit the contributions to the share capital of each of the partners, as well as the successive variations which they experience, without being able to take into account securities securities.

4. The contributions of the shareholders to the share capital shall be made in legal tender. However, if the Statutes are provided for or the General Assembly agrees, they may also consist of goods and rights that are capable of economic valuation. In this case, the Governing Board shall fix its assessment, subject to the report of one or more independent experts, designated by that Council, on the characteristics and value of the contribution and the criteria used to calculate it, jointly and severally, for five years, in response to the reality of the contributions and the value attributed to them. However, if the Statutes were established, the assessment carried out by the Governing Council shall be approved by the General Assembly.

In the case of initial contributions, once the Governing Council has been constituted, it shall ratify the valuation assigned in the form set out in the preceding paragraph.

In terms of the delivery, sanitation and transmission of risks, the provisions of Article 39 of the Law on Limited Companies will apply to contributions.

5. The non-cash contributions do not produce cession or transfer even for the purposes of the Urban or Rustic Leases Act, but the cooperative society is continuing in the ownership of the good or the right. The same shall apply to trade names, trade marks, patents and any other titles and rights constituting contributions to social capital.

6. In first-degree cooperatives the total amount of contributions from each partner may not exceed one third of the share capital except in the case of cooperative societies, non-profit entities or participating companies. mostly by cooperatives. This type of partner will be subject to the provisions of the Statute or the General Assembly.

7. If the cooperative announces in public its share capital, it must refer to it at a specific date and express the paid-up, in order to determine, where appropriate, the deductions made on the contributions to the satisfaction of the losses attributed to the partners.

8. If, as a result of the reimbursement of contributions to the capital or of the deductions made for the allocation of losses to the partner, that share capital shall be below the minimum amount laid down in the Staff Regulations, the cooperative shall to be dissolved unless within one year the amount of its minimum social capital is reintegrated or reduced by sufficient amount.

Cooperative societies to reduce their minimum social capital must adopt by the General Assembly the amendment of the Statute that incorporates the consequent reduction.

The reduction shall be required, where, as a result of losses, its accounting assets have decreased below the minimum social capital figure laid down in its Statute and a year has elapsed without having recovered the balance.

This reduction will affect the partners ' mandatory contributions in proportion to the amount of the minimum mandatory contribution payable to each class of partner at the time of adoption of the agreement, as provided for in the article. 46 of this Law. The balance sheet as a basis for the adoption of the agreement shall relate to a date within the six months immediately preceding the agreement and to be approved by the said Assembly, subject to verification by the auditors of the the cooperative when it is required to verify its annual accounts and, if it is not, the audit shall be carried out by the auditor of accounts which the Rector Council assigns to the effect. The balance sheet and its verification shall be incorporated into the public deed of amendment of the Statute.

If the reduction in the minimum share capital is motivated by the repayment of the contributions to the low-cost partner, the reduction agreement may not take effect without a period of three months, to be counted from the the date that the creditors have been notified.

The notification will be made personally, and if this is not possible due to lack of knowledge of the creditors ' domicile, by means of announcements that will have to be published in the "Official State Gazette" and in a newspaper of great circulation in the province of the cooperative's registered office.

During that period ordinary creditors may oppose the execution of the reduction agreement if their claims are not satisfied or the company does not provide collateral.

Article 46. Mandatory contributions.

1. The Statutes shall set the minimum mandatory contribution to social capital to be a partner, which may be different for the different classes of partners or for each partner in proportion to the potential commitment or use each of them assumes from the activity cooperativizada.

2. The General Assembly may agree to the requirement for further compulsory contributions. The partner who has paid voluntary contributions may apply them, in whole or in part, to the new compulsory contributions agreed by the General Assembly. The disagreeable partner with the requirement for new contributions to the social capital may be discharged, qualifying as justified.

3. Compulsory contributions shall be paid out at least by 25% at the time of the subscription and the remainder within the time limit laid down by the Statute or by the General Assembly.

4. If, for the purpose of imputation of the cooperative's losses to the partners, the contribution to the share capital of any of them is below the amount fixed as a minimum compulsory contribution to maintain the status of a partner, the partner concerned must make the necessary contribution up to that amount, for which it shall be immediately required by the Governing Council, which shall set the time limit for the disbursement, which shall not be less than two months and not more than one year.

5. The partner who does not disburse the contributions within the prescribed time limits will incur arrears for the term only maturity and must pay the cooperative the legal interest for the amount due and to resarcirla, if any, of the damages caused by late payment.

6. The defaulting partner may be suspended from his or her company rights until he normalizes his or her situation and if he does not make the disbursement within the time limit set for this, it could be the cause of expulsion from the society. In any event, the cooperative may proceed judicially against the delinquent partner.

7. The members who are incorporated after the cooperative must make the compulsory contribution to the social capital that the General Assembly has established in order to acquire such a condition, which may be different for the different classes of partners on the basis of the criteria set out in paragraph 1 of this Article. Its amount, for each class of partner, shall not exceed the updated value, according to the general price index for the consumption of the initial and successive compulsory contributions made by the longest-serving partner in the cooperative.

Article 47. Voluntary contributions.

1. The General Assembly and, if provided by the Statute, the Governing Council, may agree to the admission of voluntary contributions to the share capital by the partners, although the remuneration it establishes may not exceed that of the last voluntary contributions to the capital agreed by the General Assembly or, failing that, to that of compulsory contributions.

2. Voluntary contributions must be fully disbursed at the time of subscription and will have the character of the social capital's own permanence, of which they become a party.

3. The Governing Council may decide, at the request of its holder, the conversion of voluntary contributions into compulsory contributions, as well as the transformation of compulsory contributions into voluntary contributions where those are to be reduced in order to adapt to the potential cooperative use of the partner.

Article 48. Remuneration of contributions.

1. The Statute shall lay down whether the compulsory contributions to the share capital entitle the accrual of interest on the part actually paid out, and in the case of voluntary contributions the admission agreement shall be the same as remuneration or the procedure to determine it.

2. The remuneration of contributions to the share capital shall be conditional on the existence of positive results prior to its distribution in the economic year, limiting the maximum amount of remuneration to the said positive result and, in no case Case, it will exceed by more than six points of the legal interest of the money.

3. The result account shall explicitly state the result before incorporating the remuneration referred to in the preceding points, and the one obtained after it has been computed.

Article 49. Updating of the contributions.

1. The balance of the cooperatives may be updated on the same terms and with the same benefits as are established for the societies of common law, by agreement of the General Assembly, without prejudice to the provisions of this Law on the destination of the surplus value resulting from the upgrade.

2. Once the conditions required for the availability of the resulting surplus value are met, it shall be used by the cooperative, in one or more exercises, in accordance with the provisions of the Statute or, failing that, by agreement of the General Assembly, the updating of the value of contributions to the social capital of the partners or the increase of reserve funds, compulsory or voluntary, in the proportion which is deemed appropriate, while respecting, in any case, the limitations as to the availability of regulatory rules on balance sheet updates. However, where the cooperative has losses without compensating, that surplus value shall first be applied to the compensation of the cooperative and, the remainder, to the destinations mentioned above.

Article 50. Transmission of contributions.

Contributions can be transmitted:

(a) For "inter-living" acts, only to other cooperative members and to those who acquire such quality within three months of the transmission which, in this case, is subject to compliance with that requirement. In any case, the limit imposed in Article 45.6 of this Law must be respected.

b) By succession "mortis causa", to the successors in title if they were members and so request, or if they were not, upon admission as such made in accordance with the provisions of article 13 of this Law, which shall be requested within six months of death. In another case, they shall be entitled to the settlement of the credit corresponding to the social contribution.

Article 51. Reimbursement of contributions.

1. The Statute shall regulate the right of the members to repay their contributions to the social capital in the event of a reduction in the cooperative. The settlement of such contributions shall be made on the basis of the balance sheet of the financial year in which the discharge occurs, without any deductions being made, except those referred to in points 2 and 3 of this Article.

2. The credited value of the contributions shall be deducted from the losses attributed and attributable to the partner, reflected in the balance sheet of the year in which the loss occurs, whether they correspond to that year or come from other previous financial year and are without compensating.

The Governing Council shall have a period of three months from the date of the approval of the accounts of the financial year in which the partner has caused the discharge to be carried out, in order to carry out the calculation of the amount to be returned from its contributions to the social capital, which must be communicated to you.

The partner disagreeing with the outcome of such an agreement may contest it by the same procedure as provided for in Article 17.5 or, where applicable, by the member who establishes the Statutes.

3. In the case of a non-justified low for non-compliance with the minimum stay, as referred to in Article 17.3 of this Law, a deduction may be made on the amount resulting from the settlement of the contributions. mandatory, after the adjustments mentioned in the previous point have been made. The Statutes shall set the percentage to be deducted, without the latter being able to exceed thirty per cent.

4. The repayment period may not exceed five years from the date of the discharge. In the event of the death of the partner, reimbursement to the successors in title shall be made within a period of not more than one year from the causative event.

5. The amounts to be reimbursed shall not be eligible for updating, but they shall be entitled to the legal interest of the money, which shall be paid annually together with at least one fifth of the amount to be reimbursed.

Article 52. Contributions that are not part of the share capital.

1. The Statutes or the General Assembly may establish revenue and/or periodic quotas, which shall not be integrated into the capital or be reintegrable. These quotas may be different for the different classes of partners provided for in this Law, depending on the physical or legal nature of the same or, for each partner, in proportion to their respective commitment or potential use of activity. cooperativizada.

2. The amount of the new members ' income shall not exceed 25 per 100 of the amount of the compulsory contribution to the share capital required for their income in the cooperative.

3. The goods of any kind provided by the partners for the cooperative management and, in general, the payments for obtaining the cooperative services, do not integrate the social capital and are subject to the conditions fixed and contracted with the cooperative partnership.

Article 53. Special units.

1. The Statute may provide for the possibility of attracting financial resources from partners or third parties, with the character of subordinates and with a minimum maturity of five years. Where the maturity of these shares does not take place until the approval of the settlement of the cooperative, they shall be considered as social capital. However, such resources may be reimbursable at the discretion of the company in accordance with the procedure laid down for the reduction of capital for the return of contributions in the legislation for limited liability companies.

2. These special units may be freely transferable. Its serial issuance shall require agreement of the General Assembly in which the emission clauses shall be fixed and, where applicable, compliance with the requirements laid down in the securities market regulatory regulations.

3. For credit and insurance cooperatives, the provisions of this Article shall apply only where their regulatory rules do not prevent such cooperatives.

Article 54. Other financing.

1. Cooperatives, by agreement of the General Assembly, may issue obligations under the provisions of the applicable legislation.

In addition, the General Assembly may agree, in the case of serial emissions, the admission of voluntary financing of the partners or non-partners under any legal modality and with the deadlines and conditions that are set.

2. The General Assembly may agree to the issuance of participative securities, which may be regarded as transferable securities, and shall entitle the remuneration to be established at the time of the issue, and which shall be based on the evolution of the activity of the cooperative, being able, moreover, to incorporate a fixed interest.

The issuance agreement, which will specify the repayment term and the other implementing rules, may establish the right of assistance to the General Assembly, with a voice and without a vote.

3. Participation accounts may also be contracted, the scheme of which shall be in accordance with the terms of the Trade Code.

SECTION 2. MANDATORY SOCIAL FUNDS

Article 55. Required reserve fund.

1. The compulsory reserve fund for the consolidation, development and guarantee of the cooperative is beyond the reach of the partners.

The required reserve fund will necessarily be allocated:

(a) The percentages of the cooperative surpluses and the extra-operational and extraordinary benefits established by the Statutes or the General Assembly, in accordance with the provisions of Article 58 of this Law or the Percentage of the results, if the cooperative is to be eligible for the separate accounting of the cooperative results of the extracoperables, as provided for in Article 57.4 of this Law.

(b) Deductions on compulsory contributions to social capital in the unjustifiable absence of partners.

(c) The membership fees of the members where they are provided for in the Statute or the General Assembly.

d) The results of the operations regulated in Article 79.3 of this Law.

2. Irrespective of the compulsory reserve fund, the cooperative shall constitute and provide the funds which, under the rules applicable to it, are established on a compulsory basis according to their activity or qualification.

Article 56. Education and promotion fund.

1. The education and promotion fund shall be used, in application of the basic lines laid down by the Statutes or the General Assembly, for activities that meet one of the following purposes:

(a) The training and education of their partners and workers in cooperative principles and values, or in matters specific to their social or employment activity and other cooperative activities.

b) The spread of cooperativism, as well as the promotion of inter-cooperative relations.

c) The cultural, professional and care promotion of the local environment or community in general, as well as the improvement of quality of life and community development and environmental protection actions.

2. For the purposes of this fund, it will be possible to collaborate with other societies and entities, being able to contribute, in whole or in part, their endowment.

3. The management report shall contain in detail the amounts which have been allocated to the fund for the purposes of the report, indicating the work carried out and, where appropriate, the names of the companies or entities to which they were referred for the purpose of the report. compliance with those purposes.

4. It will necessarily go to the education and promotion fund:

(a) The percentages of the cooperative surpluses or of the results established by the Statutes or the General Assembly referred to in Article 58.1 of this Law.

b) The economic sanctions imposed by the cooperative on its partners.

5. The education and promotion fund is non-embargable and irreparable among the partners, even in the case of the liquidation of the cooperative, and its allocations must be included in the liability of the balance sheet with the separation of other items.

6. The amount of the fund which has not been applied or committed shall be materialised within the financial year following that in which the allocation has been made, in savings accounts, in securities of the public debt or securities of public debt. issued by the Autonomous Communities, the financial returns of which shall be applied for the same purpose. Such deposits or securities may not be pledged or affected by loans or credit accounts.

SECTION 3. ECONOMIC EXERCISE

Article 57. Economic exercise and determination of results.

1. The economic year shall be twelve months, except in the case of the formation, extinction or merger of the company and shall coincide with the calendar year if the Statutes do not have the opposite.

2. The determination of the results of the financial year shall be carried out in accordance with the general accounting rules, whereas, however, the following items shall also be incurred:

(a) the amount of the goods delivered by the partners for the cooperative management, in valuation not exceeding the actual settlement prices, and the amount of the social advances to the working or working partners; imputing them in the period when the work capability occurs.

(b) The remuneration of contributions to social capital, special units, obligations, creditors ' claims and financial investments of any kind taken by the cooperative, whether fixed, variable or participative.

3. The following shall be included in separate accounts for the extra-operational results arising from operations carried out by non-member third parties, those obtained from economic activities or sources other than the specific purposes of the cooperative, as well as the derivatives of investments or financial holdings in companies, or the extraordinary proceeds from capital gains resulting from the disposal of the assets of the fixed assets, with the following exceptions:

(a) derivatives of income from investments or financial holdings in cooperative societies, or in non-cooperative societies where they carry out preparatory, complementary or subordinate activities to those of the cooperative itself, which are considered to be all cooperative outcomes.

(b) The capital gains obtained by the disposal of assets of the fixed assets intended for the purpose of the social purpose, when the whole amount of the amount is reinvested in new assets of the fixed assets, with the same destination, within the period from the year before the date of delivery or making available to the assets and the three years after, provided that they remain in their assets, except for justified losses, until the end of their depreciation period.

For the determination of the extracooperative results, the revenue derived from these operations shall be charged, in addition to the specific expenses necessary for obtaining them, the part which, according to the criteria of imputation founded, corresponds to the general expenses of the cooperative.

4. Notwithstanding the foregoing, the cooperative may opt in its Statute for the separate non-accounting of the extra-operating results.

5. Cooperatives qualified as non-profit entities will be able to create an irreparable statutory reserve to which the rest of the positive results will be used and whose purpose will necessarily be reinvestment in the consolidation and improvement of the services of the cooperative and to which it may be charged the entire loss in accordance with the provisions of Article 59.2.a).

Article 58. Application of surpluses.

1. Of the surplus accounted for for the determination of the cooperative result, after deduction of losses of any kind of prior financial year and before the consideration of the Company Tax, it shall be allocated at least 20 per cent. 100 to the required reserve fund and 5 per 100 to the education and promotion fund.

2. Of the extra-operational and extraordinary profits, after deduction of losses of any kind of prior financial year and before the consideration of the Corporate Tax, at least 50 per 100 shall be allocated to the reserve fund mandatory.

3. The surplus and extra-operational and extraordinary benefits available, once the taxes payable are satisfied, shall be applied, as laid down in the Statute or agreed by the General Assembly in each financial year, on a cooperative return to the (a) to provide for voluntary reserve funds on a voluntary basis or to be distributed, or to increase the compulsory funds referred to in Articles 55 and 56 of this Law.

4. The cooperative return will be credited to the partners in proportion to the cooperative activities carried out by each partner with the cooperative. The Statutes or, failing that, the General Assembly, by more than half of the votes validly expressed, shall determine how to make effective the cooperative return credited to each partner.

5. The cooperative may recognise and give effect to its Statute, or by agreement of the General Assembly, the right of its employees to receive remuneration, on a yearly basis, the amount of which shall be determined on the basis of the results of the economic exercise.

This remuneration shall be in the form of a salary and shall be compensable with the supplement of a similar nature, established, where applicable, in the applicable labour law, unless it is less than that supplement, in which case it shall apply the latter.

Article 59. Loss imputation.

1. The Statutes shall set the criteria for the compensation of losses, with the purpose of charging them with a special account for their depreciation from future positive results, within the maximum period of seven years.

2. In the loss compensation the cooperative shall be subject to the following rules:

(a) To the voluntary reserve funds, if they exist, all losses may be imputed.

(b) The required reserve fund may be charged, at most, depending on the origin of the losses, the average percentages of the cooperative surpluses or extra-operational and extraordinary profits that have been allocated to the such a fund in the last five years or since its constitution, if it was not earlier than five years.

(c) The amount not compensated by the compulsory and voluntary funds shall be charged to the partners in proportion to the operations, services or activities carried out by each of them with the cooperative. If these operations or services are lower than the minimum required to be carried out by the partner in accordance with Article 15 (2) (b), the allocation of the said losses shall be made in proportion to the activity mandatory minimum cooperativised.

3. The losses attributed to each partner shall be met in one of the following ways:

(a) The partner may choose between its direct payment or through deductions in its contributions to the share capital or, where appropriate, any financial investment by the partner in the cooperative that permits this imputation, within the financial year next to the one in which it would have occurred.

b) From returns that may correspond to the partner in the following seven years, if agreed by the General Assembly. If losses remain uncompensated, after that period, they must be satisfied by the partner within the maximum period of one month from the express requirement formulated by the Governing Council.

CHAPTER VI

From the social documentation and accounting

Article 60. Social documentation.

1. Cooperatives shall carry, in order and in order, the following books:

a) Partner record book.

b) Book of contributions to social capital.

(c) Books of minutes of the General Assembly, the Governing Council, the liquidators and, where appropriate, the Resources Committee and the preparatory meetings.

d) Book of inventories and annual accounts and daily book.

e) Other than those required by legal provisions.

2. All social and accounting books shall be completed and legalized, prior to their use, by the Register of Cooperative Societies.

3. Also valid are the seats and annotations made by computer procedures or by other appropriate procedures, which will subsequently be bound to form the compulsory books, which will be legalized. by the Register of Cooperative Societies within four months from the date of the end of the financial year.

4. The books and other documents of the cooperative shall be in the custody, surveillance and responsibility of the Governing Council, which shall keep them, at least, for the six years following the transcript of the last minutes or the the rights or obligations they contain, respectively.

Article 61. Annual accounts and accounts.

1. The cooperatives must carry out an orderly and appropriate accounting for their activity in accordance with the provisions of the Code of Commerce and accounting regulations, with the peculiarities contained in this Law and norms that develop it. the annual accounts in abbreviated form when the same circumstances as in Articles 181 and 190 of the Companies Act are met.

2. The Governing Council is obliged to make, within a maximum period of three months from the date of the closure of the social year, the annual accounts, the annual accounts, the management report and a proposal for the implementation of the available surplus or loss imputation.

3. The management report will also pick up the variations in the number of partners.

4. The Governing Council shall present to the Registry of Cooperative Societies, within one month of its approval, the certification of the agreements of the General Assembly of approval of the annual accounts and the implementation of the surplus and/or imputation of the losses, if any, by attaching a copy of each of those accounts as well as the management report and the auditors ' report, where the company is obliged to audit, or has been carried out on request of the minority. If one or more of the annual accounts has been formulated in abbreviated form, this shall be stated in the certificate, with the expression of the cause.

Article 62. Auditing of accounts.

1. Cooperative societies shall be obliged to audit their annual accounts and the management report in the form and in the assumptions provided for in the Audit of Accounts Act and its implementing rules or by any other legal standard of application, as when the Statutes are established or agreed by the General Assembly.

2. If the cooperative is not obliged to audit its annual accounts, five per cent of the members may apply from the Register of Cooperative Societies which, under the responsibility of the company, name an auditor to carry out the review of accounts. a year of a given financial year, provided that three months have not elapsed since the end of that financial year.

3. The appointment of the auditors is the responsibility of the General Assembly and must be completed before the end of the audit. The appointment of auditors shall be made for a specified period of time which shall not be less than three years and not more than nine years from the date on which the first financial year is initiated, and may be re-elected by the Assembly. General yearly once the initial period has been completed. However, where the General Assembly has not appointed the auditors in a timely manner, or in the event of a lack of acceptance, resignation or other failure to determine the failure of the appointed auditor to carry out his or her duties, the Governing Council and the remaining legitimate to request the audit may ask the Register of Cooperatives to appoint an auditor to carry out the review of the annual accounts for a given financial year.

4. Once the auditor has been appointed, no revocation of his appointment may be made, except for a fair cause.

CHAPTER VII

From Merge, Split, and Transform

SECTION 1 OF THE FUSION

Article 63. Merge.

1. It will be possible to merge cooperative societies into a new one or the absorption of one or more other existing cooperatives.

2. Cooperative societies in liquidation may participate in a merger, provided that the reimbursement of contributions from the social capital has not begun.

3. Cooperative societies which are merged into a new one, or which are absorbed by another existing one, will be dissolved, even if they do not enter into liquidation, and their assets and partners will be transferred to the new or absorbing company, which will assume the rights and obligations of the dissolved companies. The social, compulsory or voluntary funds of the dissolved companies will be integrated into the same class as the new or absorbing cooperative society.

4. The Governing Boards of the cooperatives participating in the merger will have to draft a merger, which they will have to sign as a prior agreement and contain at least the following terms:

(a) The name, class and address of the cooperatives participating in the merger and of the new cooperative as appropriate, as well as the data identifying the registration of those in the Cooperative Records corresponding.

(b) The system for fixing the amount that is recognized for each cooperative partner that is extinged as a contribution to the capital of the new or absorbing cooperative by computing, where there are, voluntary reserves of a character deliverable.

(c) The rights and obligations that are recognized to the cooperative partners extinguished in the new or absorbing cooperative.

(d) The date from which the operations of the extingant cooperatives shall be considered to be carried out for accounting purposes on behalf of the new or absorbing cooperative.

(e) Rights that correspond to holders of special interests, participative securities or other similar titles of cooperatives that are extinged in the new or absorbing cooperative.

5. Approved the draft terms of merger, the directors of the merging cooperatives shall refrain from carrying out any act or conclude any contract which would impede the approval of the project or substantially alter the proportion the participation of the partners of the cooperatives extinguished in the new or absorbent.

6. The draft shall be without effect if the merger is not approved by all the cooperatives participating in the merger within six months of the date of the project.

7. When publishing the call of the General Assembly to approve the merger, the following documents shall be made available to the members at the registered office:

a) The merge project.

b) The reports, drawn up by the Rectors of each of the cooperatives on the desirability and effects of the proposed merger.

(c) The balance sheet, the profit and loss account and the explanatory memorandum for the last three financial years of the cooperatives participating in the merger and, where applicable, the management reports and the auditors.

(d) The merger balance of each of the cooperatives where it is different from the last approved year.

The last approved annual balance sheet may be considered as a merger balance, provided that it has been closed within six months of the date of the conclusion of the Assembly to be resolved on the merger.

e) The draft Statutes of the new cooperative or the full text of the amendments to be made to the Statutes of the Absorbing Cooperative.

(f) The existing Statutes of all cooperatives participating in the merger.

g) The relationship of names, surnames, age, if they were natural persons, or the name or social reason if they were legal persons and in both cases, the nationality and domicile of the members of the companies participating in the the merger and the date from which they carry out their duties, and where appropriate, the same indications as those who are to be proposed as members as a result of the merger.

Article 64. Merge agreement.

1. The merger agreement shall be adopted in General Assembly by each of the merging companies, by the majority of two-thirds of the votes present and represented, with the call for legal and statutory requirements.

2. The merger agreement of each of the cooperatives, once adopted, will be published in the "Official State Gazette" and in a newspaper of great circulation in the province of the registered office.

3. From the moment the merger agreement has been approved by the General Assembly of each of the cooperatives, all of them are obliged to continue the merger procedure.

4. The formalization of the merger agreements shall be made by public deed and shall be effective, in the Register of Cooperative Societies, for the cancellation of the companies that are extinguished and the registration of the newly constituted or modifications of the absorbent.

Article 65. The separation right of the partner.

1. The members of the merging cooperatives who have not voted in favour shall have the right to separate from their cooperative, in writing addressed to the President of the Governing Council, within 40 days of the publication of the notice of the agreement, as provided for in this Law.

2. The cooperative resulting from the merger will assume the obligation to settle the contributions to the disagreeable partner, within the time limit set in this Law for the case of justified absence and according to the statutes of the cooperative that it was partner.

Article 66. Right of opposition of creditors.

The merger cannot be completed before two months elapse since the publication of the announcement of the merger agreement. During that period, the ordinary creditors of any of the companies whose claims were born before the last merger notice, and which are not adequately guaranteed, may object in writing to the merger, in which case it may not take effect if their claims are not entirely satisfied or sufficiently guaranteed. Creditors may not object to the payment even if the claims are not due.

In the merger deed, the licensors must expressly state that there has been no opposition from creditors entitled to it or, if they have existed, to state that their claims have been paid or guaranteed, with identification in this case of creditors, loans and guarantees provided.

Article 67. Special merge.

Cooperative societies may be merged with civil or commercial societies of any kind, provided that there is no legal rule prohibiting it.

In these mergers, the regulatory regulation of the acquiring company will be applicable or will be constituted as a consequence of the merger, but as regards the adoption of the agreement and the guarantees of the rights of shareholders and creditors of the participating cooperatives, shall be subject to the provisions of Articles 64, 65 and 66 of this Law. If the entity resulting from the merger is not a cooperative society, the settlement of its contributions to the partner, which exercises the right of separation, shall take place within the month following the date on which it makes use of it. Until these settlements have been paid, the merger cannot be formalized.

As to the fate of the education and promotion fund, the compulsory reserve fund and the voluntary reserve fund that will be legally irrepressible, Article 75 of the Law for the Protection of the Case of settlement.

SECTION 2 OF THE DIVISION

Article 68. Excision.

1. The division of the cooperative may consist of the extinction of the cooperative, without prior liquidation, by dividing its assets and the collective of members into two or more parties. Each one of these will be transferred en bloc to the newly created cooperatives or will be absorbed by other existing ones or will be integrated with the split parts of other cooperatives in one of new creation. In these last two cases it will be referred to as fusion.

2. It may also consist of the segregation of one or more parts of the estate and the collective of members of a cooperative, without the dissolution of the cooperative, transferring it in block to other newly created or existing cooperatives.

3. The draft terms of division, signed by the members of the participating cooperatives, shall contain a detailed proposal on the part of the assets and the partners to be transferred to the resulting or absorbent cooperatives.

4. In the absence of compliance by a cooperative benefiting from an obligation assumed by it, by virtue of the division, it shall be jointly and severally liable for compliance with the other cooperatives benefiting from the net asset allocated in the a division of each of them. If the split cooperative has not ceased to exist as a result of the split, the cooperative itself shall be responsible for the entire obligation.

5. The division of cooperatives shall be governed, with the exception of the previous numbers, by the regulatory rules of the merger, where applicable, and the partners and creditors of the participating cooperatives may exercise the same rights. rights.

SECTION 3 OF THE TRANSFORM

Article 69. Transformation.

1. Any association or company which is not cooperative and the economic interest groups may be transformed into a cooperative society provided that, where appropriate, the requirements of the sectoral legislation are met and that the Member States may assume the position of cooperators in relation to the intended social object for the entity resulting from the transformation. Also, cooperative societies may be transformed into civil or commercial societies of any kind. In no case will the legal personality of the transformed entity be affected.

2. The agreement of transformation of a cooperative society must be adopted by the General Assembly, in the terms and conditions laid down in this Law and in the Statutes for the merger. Its members shall enjoy the right of separation in the terms laid down for the merger and the repayment of their contributions within the time limit laid down in Article 65. The participation of the cooperative members in the social capital of the new entity will be proportional to the one they had in that entity. However, the processing agreement in some kind of entity whose debts are personally held by the partners, shall only take effect in respect of those who have voted in favour of the agreement.

3. The conversion into a cooperative partnership of another company or a grouping of pre-existing economic interest shall be formalised in public deed to be contained in the relevant agreement, the particulars required in Article 10.1.g), (h) and (i). the balance sheet of the transformed entity closed on the day preceding the adoption of the agreement, the relationship of the members of the cooperative and its participation in the share capital, without prejudice to those required by the rules governing the transformed entity.

4. If the company which is transformed is registered in the Register of Companies, for registration in the Register of Cooperative Societies of the processing deed, it must state in the same note of that the absence of obstacles to the processing and having extended the provisional closure of the sheet, accompanied by a certificate stating the literal transcription of the seats to be in force.

5. The transformation in cooperative society does not free the partners from their personal responsibility for the debts incurred prior to the agreement, except express consent to the transformation by the creditors. The partners who, as a result of the transformation, will respond personally to the social debts, will respond in the same way as the previous debts of the cooperative society.

6. In the case of conversion of a cooperative company into another type of entity, the balances of the reserve funds, the education fund and any other funds or reserves that are not legally deliverable between the partners, receive the destination provided for in Article 75 of this Law for the settlement of the cooperative.

CHAPTER VIII

From dissolution and liquidation

SECTION 1 OF THE DISSOLUTION

Article 70. Dissolution.

1. The cooperative society will be dissolved:

(a) For compliance with the deadline set in the Statutes.

b) By agreement of the General Assembly, adopted by a majority of the two-thirds of the members present and represented.

c) By the cessation of the social organs or the cooperative activity for two years, without justified cause, in such a way as to make it impossible for them to function.

(d) By reducing the number of partners below the minima set out in this Law or from the share capital below the statutory minimum, without being restored within one year.

e) By the realization of the social object or the impossibility of its fulfillment.

f) By merge, absorption, or total excision.

g) For any other cause established in the Law or the Statutes.

2. After the end of the period of the company, the company shall be dissolved in full, unless it has previously been expressly extended and entered into the Register of Cooperative Societies.

3. Where any of the cases referred to in paragraph 1 (c), (d), (e) or (g) are present, the Governing Council shall convene the General Assembly within one month of its existence for the adoption of the dissolution agreement. Any partner may require the Governing Council to carry out such a call if, in his view, there is a legitimate cause of dissolution. For the adoption of the agreement, the simple majority of votes shall be sufficient unless the Statute requires a further majority.

If the Assembly is not convened or is unable to reach the dissolution agreement, any interested party may request the judicial dissolution of the cooperative.

4. The dissolution agreement raised to public deed or, where appropriate, the judicial or administrative decision, shall be entered in the Register of Cooperative Societies and shall be published in one of the most circulation newspapers in the province of Social address.

5. In case (b) of the number 1 of this Article and having ceased the cause which motivated it, the settlement company may be reactivated, provided that the reimbursement of the contributions to the partners has not begun. The reactivation agreement shall be adopted by the General Assembly by a majority of two-thirds of the votes present or represented, and shall not be effective until it is raised to public deed and entered in the Register of Societies. Cooperatives.

SECTION 2 OF THE LIQUIDATION

Article 71. Settlement.

1. The settlement period shall be opened, except in the case of merger, absorption or division. If the Statutes have not provided for the task of winding up, the General Assembly shall appoint among the members, by secret ballot and by a majority of votes, the liquidators, in odd numbers. Your appointment shall not take effect until the time of your acceptance and you must register with the Register of Cooperative Societies.

2. When the liquidators are three or more, they shall act collectively and shall adopt the agreements by a majority.

3. Two months after the dissolution, without the appointment of liquidators, the Rector Board or any partner may ask the Judge of First Instance for his appointment, which may be placed on non-members, the appointment is made within one month.

Until the liquidators are appointed, the Governing Council will continue in the management and representative functions of the company.

4. Designated liquidators, the Governing Board shall subscribe to the company's inventory and balance sheet, referring to the day on which the settlement is initiated and before the liquidators commence their operations.

5. During the settlement period, the General Assemblies calls and meetings shall be held, which shall be convened by the liquidators, who shall preside over them and shall take account of the progress of the settlement.

Article 72. Settlement intervention.

The appointment of the financial controller, which will tax settlement operations, may be requested, by 20% of the social votes, from the Judge of First Instance of the cooperative's registered office.

Article 73. Functions of the liquidators.

It is up to liquidators:

1. Carry and guard the books and correspondence of the cooperative and ensure the integrity of its heritage.

2. Carry out pending and new operations that are necessary for the settlement of the cooperative, including the disposal of the goods.

3. Claim and collect outstanding claims, be it against third parties or against partners.

4. Arrange transactions and commitments when it suits social interests.

5. Pay to creditors and partners, transfer to the appropriate education and promotion fund and the excess of the cooperative's liquid, in accordance with the rules set out in Article 75 of this Law.

6. To represent the representation of the cooperative in judgment and outside of it for the fulfillment of the functions entrusted to them.

7. In the event of the insolvency of the company, they shall, within 10 days of the date of the filing of such a situation, request the declaration of suspension of payments or the declaration of bankruptcy, as appropriate.

Article 74. Final balance sheet.

1. The settlement operations shall be completed, the liquidators shall submit to the General Assembly approval a final balance sheet, a management report on those operations and a project for the distribution of the surplus assets to be censored. prior to the winding-up of the winding-up, in the case of being appointed.

2. The final balance sheet and the distribution project must be published in one of the largest newspapers in the province of the registered office. Such a balance sheet and project may be challenged within 40 days of publication and in accordance with the procedure laid down for the purpose of challenging the agreements of the General Assembly, by any partner who feels aggrieved and by creditors whose claims have not been satisfied or guaranteed. As long as the time limit has not elapsed for the contested decision or the final judgment has been settled, the resulting asset may not be distributed. However, the liquidators may make payments on account of the social security provided that they are not affected by the result of the claims.

Article 75. Award of social haber.

1. It shall not be possible to award or distribute the social security scheme until the full payment of the social debts has been made or the payment of the unexpired claims has been made or has been secured.

2. Having regard to these debts, the rest of the social security, without prejudice to the financing of the subordinated financing, shall be awarded in the following order:

(a) The amount of the education and promotion fund shall be made available to the federal entity to which the cooperative is associated. If it is not, the General Assembly may designate which federative entity shall be allocated.

If no designation is produced, this amount shall be entered into the State Confederation of Cooperatives of the class corresponding to the cooperative in liquidation and if the corresponding Confederation does not exist, it shall be entered in the Treasury Public for the purpose of establishing a Fund for the Promotion of Cooperativism.

(b) Partners shall be reimbursed for the amount of contributions to the share capital which they have credited, once paid or deducted from the profit or loss corresponding to previous financial years, updated as appropriate; starting with the contributions of the partner partners, the voluntary contributions of the other partners and then the mandatory contributions.

(c) Partners shall be reintegrated into their participation in the voluntary reserve funds which have a deliverable character by statutory provision or by agreement of the General Assembly, distributing them in accordance with the rules laid down in the Statute or in such an agreement and, failing that, in proportion to the activities carried out by each of the partners with the cooperative over the last five years or, for cooperatives whose duration has been less than within this period, from the time of its establishment.

(d) The excess liquid, if any, shall be made available to the cooperative society or federal entity that is expressly included in the Statutes or designated by the General Assembly.

If no designation is produced, this amount shall be entered into the State Confederation of Cooperatives of the class corresponding to the cooperative in liquidation and if the corresponding Confederation does not exist, it shall be entered into the Treasury Public for the purpose of establishing a Fund for the Promotion of Cooperativism.

If the designated entity is a cooperative society, it must be incorporated into the required reserve fund, committing itself to an unavailability for a period of 15 years, without the amount of the amount In addition, losses incurred by the cooperative can be attributed. If it is an associative entity, it must be used to support investment projects promoted by cooperatives.

Any partner of the cooperative in liquidation that has in the project to be incorporated into another cooperative, may require that the proportional share of the liquid being left over from the liquidation, calculated on the total of partners, is entered in the compulsory reserve fund of the cooperative society to which it is incorporated, provided that it has so requested prior to the date of the call of the General Assembly to approve the final balance sheet.

Article 76. Extinction.

Finished settlement, liquidators will grant public deed of extinction of the society in which they must manifest:

(a) That the final balance sheet and the distribution project of the asset have been approved by the General Assembly and published in one of the largest newspapers in the province of the registered office.

(b) The period for the impeachment of the agreement referred to in Article 74 of this Law has elapsed, without any objections being made or the judgment that has been resolved has reached firmness.

(c) that the award of the social having been awarded in accordance with Article 75 of this Law and the amounts corresponding to the creditors, partners and entities to receive the remainder of the education and promotion fund and the excess liquid.

The final settlement balance, the asset distribution project, and the Assembly's certificate of agreement shall be incorporated into the public deed.

Liquidators must apply in writing for the cancellation of the company's registration seats.

The deed will be entered in the Register of Cooperative Societies, depositing in such dependence the books and documents relating to the cooperative, which will be preserved for a period of six years.

CHAPTER IX

Of second-degree cooperatives, cooperative group and other forms of economic collaboration

Article 77. Second-degree cooperatives.

1. The second degree cooperatives are constituted by at least two cooperatives. Other legal, public or private individuals and individual entrepreneurs can also be integrated as partners, up to a maximum of forty-five per cent of the total partners, as well as the work partners.

They aim to promote, coordinate and develop common economic goals for their partners, and to strengthen and integrate the economic activity of their partners.

Except in the case of joint partnerships of a joint structure, no partner of these cooperatives may have more than 30 per 100 of the share capital of the joint venture.

2. The members of the Governing Board, the Financial Controller, the Resources Committee and the liquidators shall be elected by the General Assembly from among its members or members of its component members. However, the Statute may provide for qualified persons and experts who are not members or members of partner entities to be part of the Governing Council up to one third of the total.

3. Natural persons representing legal persons in the Rector, Financial Controller, Resources Committee and liquidators shall not be able to represent them in the General Assembly of the second-degree cooperative, but shall assist the latter with voice but no vote except where in its composition the partner entities are represented by several members.

4. In the case of liquidation, the required reserve fund shall be transferred to the fund of the same nature as each of the cooperative societies which constitute it, as well as the remainder of the resulting liquid, distributing all of this between the cooperative partners in proportion to the volume of the cooperative activity developed by each of them in the second-grade cooperative over the last five years or, failing that, since its establishment, not having a extra-operating benefits.

5. Second-degree cooperatives will be able to become first-degree cooperatives by being absorbed by the cooperative partners through the procedure laid down in this Law.

The cooperative partners, as well as their partners, disagree with the transformation and absorption agreements, may be separated by writing to the Rector Council of second-degree or first-degree cooperatives, according to where applicable, within one month from the date of publication of the notice of transformation and absorption.

6. As not provided for in this article, second grade cooperatives will be governed by the general regulation established in this Law in all that is applicable.

Article 78. Cooperative group.

1. A cooperative group, for the purposes of this Law, is defined as a group consisting of several cooperative societies, whatever their class, and the group head entity exercising powers or issuing mandatory instructions for compliance with the law. grouped cooperatives, in such a way that a decision unit is produced in the field of such faculties.

2. The issuing of instructions may affect different areas of management, administration or government, including:

a) The establishment of common statutory and regulatory standards in cooperatives.

b) The establishment of associative relationships between the base entities.

c) Commitments of periodic contribution of calculated resources according to their respective business evolution or profit-making.

3. The approval of the incorporation into the cooperative group shall specify the initial agreement of each of the base entities, in accordance with their own rules of competence and operation.

4. The general commitments made to the group must be formalised in writing, either in the Statutes of the group head entity, if it is a cooperative society, or by means of another contractual document which must necessarily include the duration of the (a) the procedure for the separation of a cooperative company and the powers for which it is agreed to attribute to the group head entity the procedure for its amendment. The amendment, extension or resolution of the commitments indicated may be made, if this has been established, by agreement of the maximum body of the group head entity. The contract document must be raised to public writing.

5. The integration agreement in a group shall be entered in the sheet for each cooperative society in the competent Registry.

6. The liability arising from operations carried out directly with third parties directly by cooperative societies incorporated in a group shall not reach the same or the other cooperative societies which make up the group.

Article 79. Other forms of economic collaboration.

1. Cooperatives of any kind and class may constitute companies, groups, consortia and unions with each other, or with other natural or legal persons, public or private, and formalize agreements or agreements, for the best performance of their social object and for the defence of their interests.

2. Cooperatives which concentrate their companies by merger or by setting up other second-degree cooperatives, as well as by means of temporary unions, will enjoy all the benefits provided in the legislation on grouping and concentration of companies.

3. Cooperatives will be able to subscribe to other inter-cooperative agreements in order to fulfill their social objects. Under the terms of the agreement, the cooperative and its partners may carry out supply operations, supply of goods or services in the other cooperative signatory to the agreement, having such facts the same consideration as the operations. cooperative with the partners themselves.

The results of these operations will be charged in full to the cooperative's mandatory reserve fund.

CHAPTER X

From cooperative classes

SECTION 1 OF THE ASSOCIATED WORK COOPERATIVES

Article 80. General purpose and rules.

1. They are worker cooperatives which aim to provide their partners with jobs, through their personal and direct effort, in part or in full time, through the joint organization of the production of goods or services. for third parties. They will also be able to have partner partners.

The relationship of the working partners to the cooperative is societarian.

2. It may be workers who are legally able to contract the benefit of their work. Foreigners may be working partners in accordance with the provisions of the specific legislation on the provision of their work in Spain.

3. The loss of the status of a worker partner will result in the definitive cessation of the work in the cooperative.

4. Workers ' partners have the right to receive, on a regular basis, not more than one month, perceptions of the surplus of the cooperative known as social advances which do not have the consideration of wages, according to their participation. in the cooperative activity.

5. Labour health and occupational risk prevention rules shall apply to workers 'centres and to workers' partners, all of which shall apply in the light of the special nature of the relationship between the partners and self-managed worker partners that links them to their cooperative.

6. Workers ' partners under the age of 18 may not carry out night work or those which the Government declares for employees under 18 years of age, unhealthy, harmful, harmful or dangerous to their health or to their training. professional or human.

7. The number of hours/year carried out by workers with an employment contract shall not exceed 30 per 100 of the total number of hours per year carried out by the working partners. They will not be computed in this percentage:

a) Workers integrated into the cooperative by legal subrogation as well as those who are incorporated into activities subject to this subrogation.

b) Workers who explicitly refuse to be workers partners.

(c) Workers who replace workers or employees in a situation of leave or temporary incapacity, maternity leave, adoption or acceptance.

d) Workers who provide their jobs in subordinate or ancillary work centers.

e) Workers hired to be made available to user companies when the cooperative acts as a temporary work company.

f) Workers with work-in-practice contracts and for training.

(g) Workers engaged under any provision to promote the use of physical or mental handicapped persons.

It will be understood, in any case, as work provided in the subordinate or ancillary work center, the services provided directly to the public administration and entities that contribute to the general interest, when they are carried out in local public ownership.

8. The Statute may lay down the procedure whereby employees can access the condition of members. In the cooperatives covered by this Article which exceed the salary limit laid down in No 7, the worker with an indefinite working contract and more than two years old must be admitted as a member of the worker if requested within the following six months from the time he was able to exercise such a right, without the need to exceed the cooperative test period and meet the other statutory requirements.

Article 81. Partners in test situation.

1. In the associated worker cooperatives, if the Statutes provide for it, the admission, by the Rector Council, of a new partner will be in a test situation, being able to be reduced or suppressed the probationary period by mutual agreement.

2. The trial period shall not exceed six months and shall be fixed by the Governing Council. However, in order to occupy the posts to be fixed by the Governing Board, except for the statutory allocation of this power to the General Assembly, whose performance requires special professional conditions, the probationary period may be up to eighteen months. The number of such jobs shall not exceed 20% of the total number of cooperative members of the cooperative.

3. The new partners, during the period in which they are in a test situation, shall have the same rights and obligations as the working partners, with the following particularities:

a) They may resolve the relationship by unilateral free decision, which is also recognized by the Rector Board.

b) They may not be elected to the office of the organs of the society.

(c) They shall not be able to vote in the General Assembly for any personal and direct concern to them.

(d) They shall not be obliged or empowered to make contributions to the share capital or to disburse the revenue share.

e) It will not be up to them to impute losses that occur in the cooperative during the trial period, nor will they be entitled to the cooperative return.

Article 82. Disciplinary regime.

1. The Statute or the Rules of Procedure shall lay down the disciplinary arrangements for workers ' partners, regulating the types of faults which may arise in the provision of work, penalties, organs and persons with powers. Delegated sanctioning.

The Statutes will regulate sanctioning procedures with the expression of paperwork, resources and deadlines.

2. The disciplinary system shall regulate the types of faults which may arise in the provision of work, penalties, organs and persons with delegated powers, and sanctioning procedures with the expression of formalities, resources and deadlines.

3. The expulsion of the workers ' partners may only be agreed by the Governing Council, against whose decision it may be possible, within 15 days of notification of the decision, to the Resources Committee which shall decide within two months. or before the General Assembly that will resolve in the first Assembly to be convened. After that period without having taken the decision, the appeal shall be deemed to be an estimate.

The expulsion agreement will only be enforceable since it is ratified by the relevant body or the time limit has elapsed for recourse to it, although the Governing Council may suspend the worker's partner in his employment, preserving all of its economic rights.

Article 83. Day, weekly rest, holidays, holidays and permits.

1. The Statute, the Rules of Procedure or, failing that, the Assembly shall regulate the duration of the working day, the weekly minimum rest, the annual holidays and the annual leave, in any event at least the following: rules:

a) Between the end of a day and the beginning of the next day, they will measure at least twelve hours.

b) Children under eighteen years of age will not be able to do more than forty hours of effective work per week.

c) They shall be respected, at least, as parties, that of the Nativity of the Lord, New Year, May 1 and October 12, except in the exceptional circumstances that impede the nature of the business activity that develops the cooperative.

(d) annual leave and, at least, the parties referred to in paragraph (c) of this number shall be paid for the purposes of a corporate advance.

e) The annual leave of children under eighteen years of age and over 60 years of age shall be at least one month.

2. The worker's partner, upon notice and justification, shall be entitled to be absent from work for any of the reasons and for the following time:

a) Fifteen calendar days in case of marriage.

b) Two days in cases of child birth or serious illness or death of relatives up to the second degree of consanguinity or affinity. When, for this reason, the worker partner needs to make a move, the time limit will be four days.

c) One day per move of the usual address.

d) For the time indispensable for the fulfilment of an inexcusable public and personal duty.

e) To perform rendering functions in the cooperative movement.

The Statute, the Rules of Procedure or, failing that, the General Assembly may extend the permit cases and the length of time of the permit and, in any case, they shall determine whether the permits, for the purposes of the the perception of social advances, whether or not they have the character of remuneration or the proportion in which they are paid.

Article 84. Suspension and surplus.

1. In the associated worker cooperatives, the obligation and the right of the working partner to perform their work, with a loss of the rights and economic obligations of the benefit, shall be temporarily suspended for the following reasons:

a) Temporary inability of the worker partner.

b) Maternity or paternity of the worker partner and the adoption or reception of children under five years of age.

c) Compliance with military, compulsory or voluntary service, or replacement social service.

d) Privation of the worker's freedom, as long as there is no conviction.

e) Forcible exceding, by designation or choice for a public office or cooperative movement, that makes it impossible for the worker to attend the work of the worker.

f) Economic, technical, organizational, production, or force majeure.

g) For disciplinary reasons.

2. By ceasing the legal causes of suspension, the working partner will regain the full rights and obligations as a partner, and will be entitled to return to the reserved job.

In the event of temporary incapacity if, in accordance with the laws in force on Social Security, the worker's partner is declared in a situation of permanent incapacity, the right of reservation of the job will cease, and if Absolute or grand invalidity, the compulsory low of the worker partner will occur.

In the cases of suspension for the provision of military or substitute service, or exercise of public office or in the cooperative movement, by designation or choice, the working partner must be reinstated within the maximum period of a month from cessation in service, office or function.

In the case of delivery, the suspension shall be at least 16 weeks uninterrupted unless it is multiple, in which case the duration shall be eighteen weeks. In both cases they shall be distributed to the person concerned, provided that at least six weeks are immediately after delivery.

However, in the event that the mother and father work, that, at the beginning of the period of maternity leave, may opt for the father to enjoy up to four of the last weeks of suspension, always which are uninterrupted and at the end of the said period, except that at the time of their effectiveness the incorporation into the work of the mother poses a risk to their health.

In the case of adoption, if the adopted child is less than nine months, the suspension will last for a maximum of sixteen weeks, at the choice of the working partner, or on the basis of the administrative or judicial decision. The Court of Justice held that the Court of Justice held that the Court of Justice If the adopted child is older than nine months and under the age of five, the suspension will last for a maximum of six weeks.

In case the parent and parent work only one of them will be able to exercise this right.

3. For the suspension of economic, technical, organizational, production or force majeure causes, the General Assembly shall, except in the case of a statutory provision, declare the need for the General Assembly to pass on to the the suspension of all or part of the worker's members of the cooperative, as well as the length of time to be suspended and the appointment of the individual workers to be suspended.

4. The workers ' partners are incourses in cases (a), (b), (d) and (f) of the first paragraph of this Article, while they are in a situation of suspension, they shall retain the remainder of their rights and obligations as a partner.

The workers ' partners are incourses in the cases (c) and (e) of the aforementioned number 1 of this article, while in a situation of suspension, shall have the rights set out in this Law for the members, except to perceive advances and returns, the right to vote and to be elected to occupy posts in the social organs, and to keep secret about those matters and data that could harm the social interests of the cooperative, and if during the time in which are in a situation of suspension, the General Assembly, in accordance with the provisions of Article 2 46, it will agree to make new mandatory contributions, they will be obliged to make them.

5. In cases (a), (b), (c), (d) and (e) of this Article, the worker cooperatives, in order to replace the working members in a suspension situation, may conclude fixed-term employment contracts with workers. employees in which the person to whom they are replaced is composed and the cause which motivates them. These salaried workers shall not be computable for the purposes of the percentage referred to in Article 80 (7) of this Law.

6. The Statute, or the Rules of Procedure, or, failing that, the General Assembly, may provide for the possibility of granting workers ' voluntary leave of absence with the maximum duration to be determined by the Governing Board unless the there is a limitation provided for in the referenced provisions.

The status of workers in a voluntary leave situation will be in accordance with the following rules:

(a) They shall not be entitled to the reservation of their job, but only the right to return to the job vacancies equal or similar to their own, which would have been or were produced in the cooperative.

(b) Your other rights and obligations shall be those set out in the number 4 of this Article for the working members of the Incourses in cases (c) and (e) of this Article.

Article 85. Low mandatory due to economic, technical, organizational or production causes.

1. When, for economic, technical, organizational or production reasons or in the case of force majeure, in order to maintain the business viability of the cooperative, it is necessary, at the discretion of the General Assembly, to reduce, as a definitive, the the number of posts in the cooperative or to modify the proportion of the professional qualifications of the collective that integrates the cooperative, the General Assembly or, where appropriate, the Rector Council if the Statutes so establish, shall designate the specific workers who must cause low in the cooperative, which will have the consideration (

) of mandatory low-duty

2. Workers ' partners which are compulsory in accordance with the preceding number of this Article shall be entitled to the immediate return of their voluntary contributions to the social capital return within two years of the date on which they are paid. their mandatory contributions on a monthly basis. In any event, the amounts due for reimbursement shall bear the legal interest of the money which must be paid annually to the ex-partner worker by the cooperative.

However, when the cooperative has the availability of objectivable economic resources, the return of the mandatory contributions must be made in the current economic year.

Article 86. Succession of companies, contracts and concessions.

1. Where a cooperative is subrogated to the rights and obligations of the previous holder, the workers affected by this subrogation may be incorporated as working partners under the conditions laid down in Article 80.8 of this Regulation. Law, and if they will take at least two years in the previous company, they will not be able to require the trial period.

In the event that the legal limit on the number of hours/year, as set out in Article 80.7 of this Law, is exceeded, the excess will produce no effect.

2. When a cooperative working party ceases, for reasons not attributable to it, in a contract of services or administrative concession and a new employer to take charge of these, the worker members who came to develop their activity They shall have the same rights and duties as they would have been in accordance with the rules in force, as if they had lent their work in the cooperative in the condition of employed persons.

Article 87. Contentious issues.

1. Disputes arising between the cooperative and its workers ' partners, as such, shall be resolved by applying, on a preferential basis, this Law, the Statute and the Rules of Procedure of the cooperatives, the agreements validly adopted by the social bodies of the cooperative and the cooperative principles. These questions will be brought before the Court of Justice in accordance with the provisions of Article 2.n of the Royal Decree of 7 April 1995 on the recast of the Law of Procedure. Labor.

The referral to the jurisdiction of the Social Order attracts the jurisdiction of its courts, in all its degrees, to the knowledge of how many contentious issues are raised between the worker cooperative and the (a) a worker-related worker with the rights and obligations arising from the cooperative activity.

2. Conflicts not based on the provision of work, or their effects, or their rights as a contributor to work and which may arise between any kind of partner and the associated worker cooperatives, shall be subject to the Jurisdiction of the Civil Order.

3. The approach of any application by a partner in the matters referred to in paragraph 1 shall require the exhaustion of the prior cooperative route during which the calculation of the time limits for the limitation period shall be suspended or expiration for the exercise of actions or claim of rights.

SECTION 2 OF CONSUMER AND USER COOPERATIVES

Article 88. Object and scope.

1. They are consumer and user cooperatives which are intended to supply goods and services acquired to third parties or produced by themselves, for the use or consumption of the partners and those with whom they live, as well as education, training and defence of the rights of its partners in particular and of consumers and users in general. They may be partners of these cooperatives, natural persons and entities or organisations that have the character of final recipients.

2. Consumer and user cooperatives may carry out cooperative operations with non-partner third parties within their territorial scope, if provided for in their Statutes.

SECTION 3 OF HOUSING COOPERATIVES

Article 89. Object and scope.

1. Housing cooperatives associate natural persons who need accommodation and/or premises for themselves and the persons with whom they live. Public authorities and non-profit-making bodies may also be partners, which require accommodation for those persons who are dependent on them, for reasons of their job or function, in the context of a cooperative promotion or who need local to develop their activities. They may also be the subject of, in the case of partners, all types of persons, the provision of additional buildings and facilities for the use of housing and the use of partners, the conservation and management of the housing and premises, elements, areas or common buildings and the creation and supplies of complementary services, as well as the rehabilitation of housing, premises and buildings and complementary facilities.

2. Housing cooperatives will be able to acquire, land and develop land and, in general, develop how many activities and jobs are necessary for the fulfilment of their social object.

3. The ownership or use and enjoyment of the dwellings and premises may be awarded or transferred to the partners by means of any entitled title.

When the cooperative retains ownership of the homes or premises, the Statutes shall lay down the rules to be used for their use and enjoyment by the partners, as well as the other rights and obligations of the members of the cooperative. cooperative, being able to provide for and regulate the possibility of cession or permuse of the right of use and enjoyment of the housing or local with partners of other housing cooperatives that have established the same modality.

4. Housing cooperatives may dispose of or lease third parties, non-partners, commercial premises and facilities and additional buildings of their property. The General Assembly shall agree to the destination of the amount obtained by disposal or lease of the same.

5. The Statute may provide for in which cases the absence of a partner is justified and for the other, the application, in the return of the quantities delivered by the Member to finance the payment of the dwellings and premises, of the deductions to which referred to in Article 51 (3), up to a maximum of 50 per 100 of the percentages set out therein.

The amounts referred to in the preceding paragraph, as well as the contributions of the partner to the share capital, shall be reimbursed to the social capital at the time when it is replaced in its rights and obligations by another partner.

6. No person may simultaneously serve as a member of the Governing Council in more than one housing cooperative.

Members of the Governing Council may in no case receive remuneration or compensation for the performance of the charge, without prejudice to their right to be compensated for the expenses incurred.

7. The housing cooperatives shall carry out their promotions in the territorial area that delimit their Statutes.

Article 90. Builds by phases or promotions.

If the housing cooperative develops more than one promotion or the same promotion is in several phases, it will be obliged to provide each of them with management and wealth autonomy, for which they will have to independent accounting for each, without prejudice to the general of the cooperative, by identifying all the supporting documents or payments that do not correspond to general claims or debts.

Each promotion or phase must be identified with a specific name that must be clearly and prominently displayed in all documentation relating to it, including administrative permits or licenses and any contract held with third parties.

In the registration of the Land or Solar Property in the name of the cooperative, the promotion or phase to which they are intended will be recorded and if that destination is agreed after its acquisition, it will be consist of a marginal note at the request of the cooperative's legal representatives.

Must be constituted for each phase or promotion Special Juntas of partners, whose regulation must contain the Statutes, always respecting the own competences of the General Assembly on the operations and commitments In the case of a joint venture between the European Union and the United States, the Commission will be able to provide the Commission with a view to the implementation of the programme. The convening of the Boards will be held in the same way as the Assemblies.

Goods that integrate the duly accounted assets of a promotion or phase shall not be liable for the debts of the remaining assets.

Article 91. Audit of accounts in housing cooperatives.

1. The housing cooperatives, before submitting the annual accounts, for approval to the General Assembly, shall be subject to audit, in the financial years in which one of the following cases occurs:

a) That the cooperative has in promotion, between homes and premises, a number greater than fifty.

b) Whatever the number of dwellings and premises in promotion, when they correspond to different phases, or when they are constructed in different blocks that constitute, for economic purposes, different promotions.

(c) The cooperative has granted powers relating to business management to natural or legal persons, other than members of the Governing Board.

d) When provided by the Statutes or agreed by the General Assembly.

2. By way of derogation from the above paragraph, it shall, in any event, be applicable to this provision as laid down in this Law on this subject.

Article 92. Transmission of rights.

1. In the case of housing cooperatives, the partner who sought to transmit his or her rights to housing or premises, before five years or another period laid down by the Statute, may not exceed 10 years from the date of the the date of granting of the first occupation license of the house or premises, or of the document which is legally substituted for it, and if it does not exist, from the supply of the possession of the dwelling or premises, it must be made available to the cooperative, which offer them to applicants for admission as partners in order of seniority.

The price of the price will be equal to the amount disbursed by the partner that transmits your rights to the home or local, increased with the revaluation that you have experienced, according to the index of consumer prices, during the period between the dates of the various partial disbursements and the date of the communication of the intention to transmit the rights to the housing or premises.

After three months since the partner brought to the Council's knowledge the purpose of transmitting their rights to the housing or local, without any applicant for admission as a partner in order of seniority to make use of the right of preference for the acquisition of the same, the partner is authorised to transmit them, "inter vivos", to non-partners.

However, after one year after the intention to transmit without having carried out the transmission, the offer referred to in the first subparagraph shall be repeated.

2. If, in the case referred to in the previous number of this article, the partner, without completing what is established in it, transmits to third parties his rights to the housing or local, the cooperative, if he would like to acquire them some applicant As a member, you will exercise the right of retraction, and must reimburse the buyer for the price indicated in the previous number of this article, plus the expenses referred to in Article 1,518 of the Civil Code. The expenses referred to in the number 1 of the referred article of the Civil Code shall be borne by the partner who has failed to comply with the foregoing number of this Article.

The right of withdrawal may be exercised, for one year, from the registration of the transfer in the Land Registry, or, in its absence, for three months, since the retraction had knowledge of that transmission.

3. The limitations set out in the preceding numbers of this article shall not apply when the partner transmits his or her rights to the housing or local to his or her ascendants or descendants, as well as to the transmissions between the spouses judicially approved in the cases of separation or divorce.

SECTION 4 OF AGRICULTURAL COOPERATIVES

Article 93. Object and scope.

1. Agricultural cooperatives are associated with holders of agricultural, livestock or forestry holdings, which are intended to carry out all kinds of activities and operations aimed at the best use of their holdings. partners, their components or components, the cooperative and the improvement of the agricultural population and the development of the rural world, as well as to attend to any other end or service that is proper to the agricultural, livestock, forestry or directly related to them.

They may also be part of these cooperatives ' full partners, the agricultural processing societies, the regant communities, the water communities, the communities of property and the civil society, or (a) they have the same social object or supplementary activity and are included in the first paragraph of this Article. In such cases, the Statutes may regulate a limit of votes held by the members mentioned in relation to the cooperative's social vote set.

2. For the purpose of fulfilling their purpose, agricultural cooperatives may, inter alia, develop the following activities:

(a) acquire, manufacture, produce and manufacture by any means, for the cooperative or for the holdings of its partners, animals, feed, fertilizers, plants, seeds, insecticides, materials, instruments, machinery, facilities and any other necessary or appropriate elements for agricultural production and promotion.

(b) Keep, typify, manipulate, transform, transport, distribute and market, even directly to the consumer, products from the holdings of the cooperative and its partners in its natural state or previously transformed.

c) To acquire, scale, clean and improve land for agriculture, livestock or forests, as well as the construction and exploitation of the necessary works and facilities for these purposes.

d) Any other activities that are necessary or appropriate or that facilitate the economic, technical, labor or ecological improvement of the cooperative or the partners ' holdings.

e) Conduct consumption and service activities for its partners and other members of its social environment and encourage activities aimed at promoting and improving the agricultural population and rural areas.

3. The agricultural holdings of the partners, in order to improve the agricultural cooperative's services and supplies, must be within the territorial scope of the cooperative, established by law.

4. Agricultural cooperatives may develop operations with non-member third parties up to a maximum limit of 50 per 100 of the total, of those carried out with the partners for each type of activity developed by the partner.

SECTION 5 OF THE COMMUNITY LAND EXPLOITATION COOPERATIVES

Article 94. Object and scope.

1. It is a cooperative of the Community's exploitation of the land, which associate holders of rights of use and exploitation of land or other immovable property, susceptible of agricultural exploitation, which give such rights to the cooperative and which they provide or not their work on the same, and may also associate other natural persons who, without giving to the cooperative rights of enjoyment on property, lend their work in the same, for the joint exploitation of the assets transferred by the partners and the other than that held by the cooperative for any title, as well as to develop the activities collected in the Article 93.2 for agricultural cooperatives.

2. By way of derogation from the previous number, the Community's cooperative land holding cooperatives may carry out operations with non-partners with the limits set out in Article 93.4 of this Law.

3. In the case of cooperatives of Community land exploitation, their scope, laid down in a statutory manner, shall determine the geographical area in which the cooperative's working partners may normally carry out their cooperative activities. the provision of work, and within which the assets belonging to the holding are to be situated.

Article 95. Scheme of the partners.

1. They can be partners of the community's cooperatives of land exploitation:

(a) Natural and legal persons who hold rights of use and use of land or other immovable property susceptible to agricultural exploitation that cede such rights to the cooperative, whether or not to lend their work to the cooperative and which, as a result, will simultaneously have the status of partners relent to the enjoyment of the goods to the cooperative and to the workers ' partners, or only the first.

(b) The natural persons who, without giving the cooperative rights of enjoyment on property, lend their work to the cooperative and will have only the status of working partners.

2. It shall apply to the workers 'partners of the Community's cooperatives of exploitation of the land, whether or not they are at the same time relent in the enjoyment of property to the cooperative, the rules laid down in this Law for the workers' worker cooperatives, with the exceptions contained in this section.

3. The number of hours/year carried out by workers with an employment contract shall not exceed the limits laid down in Article 80.7 of this Law.

Article 96. Assignment of the use and use of goods.

1. The Statutes shall establish the minimum length of stay in the cooperative of the members in their condition as transferors of the use and use of goods, which shall not be more than fifteen years.

Fulfilled the period of stay referred to in the preceding paragraph, if the Statutes provide for it, new successive periods of compulsory permanence may be established, for periods not exceeding five years. These deadlines shall apply automatically, unless the partner communicates his decision to cause a discharge, with a minimum of six months ' notice at the end of the respective mandatory stay.

In any case, the time limit for the reimbursement of contributions to the social capital will begin to be computed from the date of the end of the last mandatory stay.

2. Although, for any reason, the partner ceases in the cooperative in its condition as a transferor of the enjoyment of goods, the cooperative will be able to preserve the rights of use and exploitation that were transferred by the partner, for the time that is missing to finish the the period of compulsory residence of the worker in the cooperative, which, if he makes use of that right, in compensation, shall pay to the partner ceasing the average income of the area of the goods concerned.

3. The lessee and other holders of a right of enjoyment may assign the use and use of the goods for the maximum duration of their contract or legal title, without this being the cause of eviction or resolution of the contract.

In this case, the cooperative will be able to dispense with the compliance with the statutory deadline for the mandatory stay, provided that the holder of the rights of use and exploitation commits to give them for the time to reach their legal title.

4. The Statute shall indicate the procedure for obtaining the valuation of the goods which may be used in common.

5. No partner may grant to the cooperative the use of land or other immovable property which exceeds one third of the total value of those integrated into the holding, unless it is a public entity or a company in whose capital the The majority of the

.

6. The Statutes may regulate the system of works, improvements and easements which may affect the goods whose enjoyment has been transferred and which are the result of the Community's plan of exploitation. The statutory regulation shall comprise the system of compensation resulting from these works, improvements and easements. If the Statutes provide for it and the transferor of the enjoyment has sufficient ownership to authorize the modification, it shall not object to the performance of the work or to the improvement or to the constitution of the easement.

When necessary for the normal use of the affected good, the easement will be maintained, even if the partner ceases in the cooperative or the property changes ownership, provided that this circumstance has been recorded in the document of incorporation of the serfdom. In any event, the right of variation in the second paragraph of Article 545 of the Civil Code shall apply.

For the adoption of agreements relating to this number, it will be necessary for the majority provided for in Article 28 (1) to understand the favourable vote of partners representing at least 50% of the all the goods whose use and enjoyment has been transferred to the cooperative.

7. The Statutes may lay down rules whereby the partners who have given the cooperative the use and use of goods shall be obliged not to transmit to third parties rights to such goods which prevent the use and use of the goods. by the cooperative during the mandatory stay of the partner of the cooperative.

8. The partner who is a compulsory or voluntary low-income member of the cooperative, qualified as justified, may transmit his contributions to the social capital of the cooperative to his/her spouse, ascendants or descendants, if these are members or acquire such a condition within three months from the time of the discharge.

Article 97. Economic regime.

1. The Statute shall lay down the minimum compulsory contribution to social capital in order to be a partner, distinguishing it from its status as a transferor of the enjoyment of goods and of the worker's partner.

2. The partner who, having the double condition of the enjoyment of the enjoyment of goods and of the worker partner, causes low in one of them, will be entitled to the reimbursement of the contributions made according to the condition in which it ceases in the cooperative, is that of A property or a worker's partner.

3. The partners shall, in their capacity as workers ' partners, receive social advances in accordance with the provisions of the associated worker cooperatives, and in their capacity as transferors of the use and use of goods to the cooperative, they shall receive, for such disposal, the usual income in the area for similar estates. The amounts received by the aforementioned social and income advances shall be taken into account in the final results, in the exercise of the cooperative's economic activity.

For the purposes of Article 57 (2) (a), both corporate and income advances shall be treated as deductible expenses.

4. The returns will be credited to the partners according to the following rules:

(a) Available surpluses which have their origin in the goods included in the holding by securities other than the transfer to the cooperative of their enjoyment by the members shall be charged to those who have the status of members workers, in accordance with the rules laid down for worker cooperatives.

(b) The available surpluses which have their origin in the goods whose enjoyment has been transferred by the members to the cooperative shall be attributed to the partners in proportion to their respective cooperative activity, in the terms indicated to them continuation:

a ') The activity consisting of the cession in favor of the cooperative of the enjoyment of the farms will be valued taking as modulus the usual income in the area for similar estates.

b ') The activity consisting of the work of the partner shall be valued in accordance with the salary of the agreement in force in the area for the job, even if it has received different social advances.

5. The allocation of losses shall be made in accordance with the rules set out in the preceding number.

However, if the exploitation of the goods whose enjoyment has been transferred by the partners results in losses, those corresponding to the cooperative activity of the supply of work on those goods shall be imputed in their entirety. to the reserve funds and, failing that, to the partners in their capacity as transferors of the enjoyment of goods, in the amount necessary to guarantee to the working partners a minimum compensation equal to 70 per 100 of the remuneration paid in the area for equal work and, in any case, not less than the amount of the minimum inter-professional salary.

SECTION 6 OF THE SERVICE COOPERATIVES

Article 98. Object.

1. They are services cooperatives which associate natural or legal persons, holders of industrial or service holdings and professionals or artists who carry out their activities on their own account, and are intended to provide supplies of supplies and services, or the production of goods and the performance of operations aimed at the economic and technical improvement of the professional activities or the holdings of their partners.

2. It shall not be classified as a service cooperative in whose partners and object there are circumstances or peculiarities which permit its classification, as established in another of the sections of this chapter.

3. By way of derogation from the previous paragraphs of this Article, service cooperatives may carry out cooperative activities and services with non-partners, up to 50% of the total volume of the activity. cooperativized with its partners.

SECTION 7 OF THE COOPERATIVES OF THE SEA

Article 99. Object and scope.

1. They are the cooperatives of the sea which associate fishermen, vessel owners, chests, fishing producers ' organizations, algal nursery holders, cetareans, mariscators and shellfish families, farm dealers fisheries and aquaculture and, in general, natural or legal persons holding holdings engaged in fishing activities or maritime and fisheries industries, in their various forms of the sea, marine waters and lagoons, and (a) professional self-employed persons in such activities, and are intended to provide supplies and services and the performance of operations, aimed at the economic and technical improvement of the professional activities or the holdings of their partners.

2. For the fulfilment of their object, the cooperatives of the sea may develop, among others, the following activities:

(a) acquire, manufacture, produce, manufacture, repair, maintain and scrap instruments, fishing tools, machinery, facilities, whether or not they are refrigerated, fishing vessels, animals, embryos and specimens for reproduction, pasture and any other products, materials and elements necessary or suitable for the cooperative and for the business or business activities of the partners.

(b) Keep, typify, transform, distribute and market, even to the consumer, products from the cooperative and from the business activity or from the partners ' holdings.

(c) In general, any other activities that are necessary or appropriate or that facilitate the economic, technical, employment or ecological improvement of the professional activity or the partners ' holdings.

3. By way of derogation from the earlier numbers of this Article, it shall apply to the cooperatives of the sea as provided for in operations with third parties in Article 93, while referring to fishery products.

4. The scope of this class of cooperatives shall be fixed by statute.

SECTION 8 OF CARRIER COOPERATIVES

Article 100. Object and scope.

1. It is a cooperative of carriers which associate natural or legal persons, holders of transport undertakings or professionals who are able to exercise in any field, including the premises, the activity of carriers, persons or things or mixed, and are intended to provide services and supplies and to carry out operations aimed at the economic and technical improvement of the holdings of their partners.

Carrier cooperatives will also be able to carry out those activities for which they are expressly entitled by Law 16/1987 of 30 July, of Land Transport Management, in terms of the same are set.

2. Carrier cooperatives may develop operations with non-partners as long as a specific rule so permits.

3. The scope of this class of cooperatives shall be fixed by statute.

SECTION 9 OF THE INSURANCE COOPERATIVES

Article 101. Applicable rules.

It is insurance cooperatives that carry out the insurance activity, in the classes and with the requirements laid down in the insurance legislation and, in an extra capacity, by the Law of Cooperatives.

SECTION 10 OF HEALTH COOPERATIVES

Article 102. Applicable object and rules.

1. It is health cooperatives that develop their activity in the area of health, being able to be constituted by the healthcare providers, by the recipients of the same or by each other.

They may also carry out complementary and related activities of even preventive, general or specific groups or groups.

2. Health cooperatives shall be subject to the rules laid down in this Law for the associated work or for services, as appropriate, where the partners are professionals of the medical profession; where the partners are the Health care recipients will apply to society the rules on consumer and user cooperatives; when the conditions laid down in Article 105 are met, the rules on integral cooperatives will apply. If they are organised as insurance undertakings, they shall also comply with the rules referred to in Article 101.

When by legal imperative they cannot develop the insurance activity, it must be carried out by commercial companies that are owned, at least by majority, of the health cooperatives. To the results derived from the participation of the health cooperatives in these mercantile societies, the provisions of article 57.3.a) of this Law will apply.

3. Where a second-degree cooperative includes at least one health cooperative, it may include the term "Sanitary" in its name.

SECTION 11 OF THE TEACHING COOPERATIVES

Article 103. Applicable object and rules.

1. They are teaching cooperatives that develop teaching activities, in their different levels and modalities. They may also carry out, as complementary, extra-school and related activities, as well as provide services to facilitate teaching activities.

2. Education cooperatives shall be subject to the rules laid down in this Law for the cooperatives of consumers and users, when they associate the parents of the students, their legal representatives or the students themselves.

3. Where the teaching cooperative associates teachers and non-teaching staff and services, the rules of this Law of the associated worker cooperatives shall apply to it.

SECTION 12 OF CREDIT UNIONS

Article 104. Applicable rules.

Credit unions will be governed by their specific law and by their implementing rules.

The rules will also apply to them, which, in general, regulate the activity of credit institutions, and in an extra way the Law of Cooperatives.

CHAPTER XI

Of integral cooperatives, social and mixed initiatives

SECTION 1 OF INTEGRAL COOPERATIVES

Article 105. Applicable object and rules.

Integral cooperatives will be called those that, regardless of their class, their cooperative activity is double or plural, fulfilling the own purposes of different kinds of cooperatives in the same society, according to the agreement of its Statutes and with respect to the rules of each of those activities. In such cases, your social object will be plural and will benefit from the legal treatment that corresponds to the fulfillment of these ends.

In the social organs of integral cooperatives there must always be representation of the activities integrated in the cooperative. The Statutes may reserve the position of President or Vice-President for a given mode of partners.

SECTION 2 OF THE SOCIAL INITIATIVE COOPERATIVES

Article 106. Applicable object and rules.

1. Cooperatives which, without profit and regardless of their class, have for social purpose, or the provision of care services by carrying out health activities, shall be classified as social initiatives. educational, cultural or other social nature, or the development of any economic activity that aims at the integration of persons suffering from any kind of social exclusion and, in general, the satisfaction of social needs not met by the market.

2. Public entities and bodies may participate in the capacity of partners in the form that is established by law.

3. Social initiative cooperatives shall be subject to the rules relating to the kind of cooperative to which they belong.

4. Cooperatives of any kind which comply with the requirements set out in paragraph 1 of this Article shall also express in their name the indication 'Social Initiative'.

SECTION 3 OF MIXED COOPERATIVES

Article 107. Applicable object and rules.

1. Joint cooperatives are those in which there are partners whose voting rights in the General Assembly may be determined, either exclusively or in preference, according to the capital provided under the conditions laid down by law, which shall be represented by means of securities or notes and which shall be referred to as social parties with a vote, subject to the securities market regulatory legislation.

2. In these cooperatives the right to vote in the General Assembly will respect the following distribution:

(a) At least 51 per 100 of the votes shall be attributed, in the proportion defined by the Statute, to members whose voting rights are determined in Article 26 of this Law.

(b) A maximum quota, to be determined by a statutory basis, of 49 per 100 of the votes shall be distributed between one or more members of the social party with a vote, which, if the Statute provides, may be freely negotiable in the market and, therefore, also to be acquired by the partners referred to in point (a) above, to which they may be granted a right of preference.

(c) In no case shall the total sum of the votes allocated to the social parties with a vote and the collaborating partners exceed 49 per 100 of the total social vote of the cooperative.

3. In the case of the social parties with a vote, both the rights and obligations of the holders, and the system of contributions, shall be governed by the Statute and, in an additional manner, by the laws of public limited liability companies. actions.

4. The participation of each of the two groups of partners in the annual surpluses to be distributed, either positive or negative, shall be determined in proportion to the percentage of votes each of the two groups holds as provided for in the 2.

Surpluses attributable to holders of voting social parties will be distributed among them in proportion to the paid-up capital. The surplus attributable to the other partners shall be distributed among them according to the general criteria defined in this Law.

5. The validity of any self-regulatory modification affecting the rights and obligations of one of the group of members shall require the majority consent of the group concerned, which may be obtained by a separate vote in the General Assembly.

6. As regards the allocation of compulsory funds and their availability, the provisions of this Law shall be provided for in general.

TITLE II

From the action of the General State Administration

Article 108. Promotion of cooperativism.

1. It is recognised as a task of general interest, through this Law and its implementing rules, to promote, stimulate and develop cooperative societies and their structures for economic and representative integration.

2. The Government, within the scope of this Law, will act in the cooperative order, in general, through the Ministry of Labour and Social Affairs, which will provide the resources and services necessary for the implementation of its functions of promotion, dissemination, training, inspection and registration, without prejudice to the powers of the other ministerial departments in relation to the business activity carried out by cooperatives for the fulfilment of their object social.

Article 109. Register of Cooperative Societies.

The Register of Cooperative Societies aims at the qualification and registration of the societies and associations of cooperatives and of the legal acts and legal businesses that are determined in this Law or establish regulations.

Also, it is up to the legalisation of the books of the cooperative societies, the deposit and advertising of the annual accounts, without prejudice to any other administrative action or functions that may be attributed to them. by laws or their implementing rules.

Likewise, the Register of Cooperative Societies will issue the negative certification of denomination, after coordination with the Central Mercantile Registry as well as with the other Cooperative Records, according to the provisions that are set for effect.

Article 110. Organization and registration procedure.

1. The Register of Cooperative Societies, included in the scope of this Law, has a unitary structure and depends on the Ministry of Labour and Social Affairs. It will be based in Madrid.

2. The Registry shall be carried out by the personal sheet system.

3. Entries shall be made on the basis of a public document, a judicial decision or the administrative authority. Only when provided for in this Law or its implementing rules, registration shall be carried out under the private document.

Article 111. Effectiveness.

The Register of Cooperative Societies is governed by the principles of advertising, legality, legitimisation, priority and successive following. The registration is not effective in validating the registration, and is presumed to be accurate and valid.

Article 112. Extra rules.

In matters relating to time, resources, personation in the file, representation and all those not expressly regulated in this Law, it will be in accordance with the Law of Legal Regime of Public Administrations. and the Common Administrative Procedure.

Article 113. Inspection.

The inspector's function on compliance with this Law and its implementing rules will be exercised by the Ministry of Labour and Social Affairs, through the Labour and Social Security Inspectorate, without prejudice to the functions of the Ministry of Labour and Social Security. Inspectors who correspond to the various ministerial departments in accordance with their respective competencies.

Article 114. Infringements. Prescription.

1. Cooperative societies are held liable for actions and omissions contrary to this Law and its implementing rules and the Statute, without prejudice to the personal responsibilities required of directors, controllers or liquidators.

1.1 The failure to comply with the obligations or the violation of the prohibitions imposed by this Law, which do not involve a conflict between parties, do not interrupt social activity and cannot be qualified as severe or very severe.

1.2 Serious violations:

a) Not to convene the ordinary General Assembly in time and form.

b) Incompliance with the obligation to register the acts that must necessarily access the Registry.

c) Not to make the endowments, in the terms set out in this Law, to the required funds or to target them for purposes other than those provided for.

d) The lack of auditing of accounts, when it is mandatory, legally or legally.

e) Failure, where appropriate, to deposit the annual accounts.

f) Widespread transgression of partner rights.

1.3 These are very serious violations:

a) The cessation of cooperative activity, or inactivity, of social organs for two years.

(b) The transgression of the mandatory or prohibitive provisions of this Law, when it is possible to verify connivance in order to profit or to obtain tax subsidies or subsidies.

2. Minor, serious and very serious infringements shall be graduated for the purposes of their respective sanction, taking into account the number of partners concerned, social impact, malice or falsity and economic capacity of the cooperative.

3. The offences shall be limited to three months, the serious, six months and the very serious, a year, counted from the date on which they were committed.

Article 115. Penalties and procedure.

1. Minor infringements shall be punishable by a fine of 50 000 to 100 000 pesetas; the serious ones, with a fine of 100,001 to 500 000 pesetas; and the very serious ones, with a fine of 500,001 to 5,000,000 pesetas, or the disqualification regulated in Article 116.

2. The infringements shall be sanctioned, on a proposal from the Labour and Social Security Inspectorate, by the management body of the Cooperative Societies Register, up to 1,000,000 pesetas and by the Minister for Labour and Social Affairs, up to 5,000,000 pesetas and disqualification.

3. The sanctioning procedure shall be that provided for the imposition of penalties for breaches of social order.

Article 116. Disqualification of cooperatives.

1. They may be the cause of disqualification of a cooperative society:

(a) Those referred to in Article 70 on causes of dissolution, with the exception of those referred to in number 1.a), (b) and (f).

b) Commission of very serious infringements of mandatory or prohibitive rules of this Law.

2. The procedure for disqualification shall be in accordance with the Law on the Legal Regime of Public Administrations and the Common Administrative Procedure, with the following particularities:

(a) The Labour and Social Security Inspectorate shall be required to report, and if the report has not been issued within one month, it shall be evacuated.

(b) In the course of the hearing for the company, the Governing Council shall be personified or, failing that, a number of partners shall be no less than three. Where such an appearance is not possible or is not possible, the procedure shall be completed by publishing the corresponding notice in the "Official State Gazette".

(c) The administrative decision of disqualification shall be reviewable in court and, if recourse is made, shall not be enforceable until the final judgment is given.

d) You will be competent to agree the disqualification of the Minister of Labour and Social Affairs.

3. Disqualification, once firm, will have the effect of registering ex officio and will involve the dissolution of the cooperative society.

TITLE III

From cooperative associationism

Article 117. General principle.

Cooperative societies may freely and voluntarily associate themselves in unions, federations and confederations for the defence and promotion of their interests, without prejudice to the use of another associative formula in accordance with the law. association.

Article 118. Unions of cooperatives.

1. Cooperative unions shall consist of at least three cooperatives of the same class and may be integrated into another existing union or constitute a new union of cooperatives. In both cases, cooperative societies may also be directly integrated, if the Statutes of those companies do not object.

2. The social bodies of cooperative unions shall be the General Assembly, the Governing Council and the Intervention.

The General Assembly shall be composed of the representatives of the cooperatives directly associated and, where appropriate, of the unions that integrate it, establishing in the Statutes the composition and attributions of its organs, without, in no case, they can attribute the absolute majority of votes to one of its members.

Article 119. Federations and confederations of cooperatives.

1. Federations may be made up of cooperative societies or cooperative partnerships or both.

2. For the constitution and operation of a federation of cooperatives, it will be necessary to directly, or through unions that integrate it, associate at least ten cooperatives that are not all of the same class.

3. Cooperative unions and associations of cooperatives may be associated with cooperative associations.

4. For the constitution and operation of a confederation of cooperatives, at least three associations of cooperatives shall be required to bring together cooperatives of at least three Autonomous Communities, even if the headquarters of such federations do not other Communities.

5. The social bodies of the federations and confederations of cooperatives will be the Governing Council and the General Assembly. The Statutes shall establish the composition and number of members of the General Assembly, as well as the rules for their election and the right to vote.

They will also regulate the composition and functioning of the Rector Council, which will be composed of at least three members.

Article 120. Common rules for unions, federations and associations of cooperatives.

1. To unions, federations and confederations, in their respective fields, correspond among others, the following functions:

(a) Represent and defend the general interests of cooperatives and their partners before public administrations and any other natural or legal persons and, where appropriate, exercise relevant legal actions.

b) Foster cooperative promotion and training.

c) To exercise reconciliation in the conflicts that have arisen between cooperative societies that associate or between cooperative societies and their partners.

d) Organize advisory services, audits, legal or technical assistance, and how many are appropriate to the interests of your partners.

e) Act as interlocutors and representatives to public entities and bodies.

f) Exercise any other activity of a similar nature.

2. Unions, federations and confederations of cooperatives acquire legal personality once they deposit, in the Register of Cooperative Societies, the public deed of constitution, which shall contain at least:

a) Relationship of the sponsoring entities.

b) Certification of the constitution agreement.

c) Integrants of the representation and governance bodies.

d) Certification of the Register of Cooperative Societies that there is no other entity with identical denomination.

e) The Social Statutes.

3. The Statutes shall include at least:

a) Your name.

b) Home and territorial scope.

c) Requirements and procedure for the acquisition and loss of the associated entity condition.

d) Composition, functioning and choice of its social organs of representation and administration.

e) Economic regime of the same.

4. The Register of Cooperative Societies shall, within one month, have the advertising of the deposit or the requirement to its promoter partners, for one time only, so that, within another month, the defects observed are remedied. After that period, the Register of Cooperative Societies shall have the right to advertise or reject the deposit by means of a resolution exclusively founded on the absence of any of the minimum requirements referred to in this Title.

The advertising of the deposit will be made in the "Official State Gazette".

The entity shall acquire legal personality and full capacity to act after one month since it applied for the deposit without the Register of Cooperative Societies having made any objections or, where appropriate, rejecting the deposit.

5. The word 'Union of Cooperatives', 'Federation of Cooperatives', or 'Confederation of Cooperatives' or its abbreviations ' U shall be included in the name of cooperative associations. of Coop. "," F. of Coop. "and" C. from Coop. "

6. Unions, federations and associations of cooperatives, in order to be able to include in their name terms referring to a particular geographical area, must prove that they associate, directly or through the associated entities, the 20%, at least, of registered and non-dissolved cooperative societies with registered offices in that geographical area.

7. Unions, federations and confederations shall communicate to the Register of Cooperative Societies the variation in the number of their members.

8. In all cases, the provisions of this Law shall be governed by the provisions of this Law.

Additional disposition first. Rating as non-profit entities.

It may be qualified as non-profit cooperative societies to manage services of collective interest or public ownership, as well as those carrying out economic activities leading to labour integration. of persons suffering from any kind of social exclusion and in their Statutes expressly collect:

(a) That positive results that occur in an economic exercise may not be distributed among its partners.

(b) The contributions of the shareholders to the social capital, both compulsory and voluntary, may not accrue to the legal interest of the money, without prejudice to the possible updating of the money.

c) The free character of the performance of the Rector Board's charges, without prejudice to the financial compensation from the expenses incurred by the counselors in the performance of their duties.

(d) The remuneration of the working partners or, as the case may be, of the working partners and of the employed persons may not exceed 150 per 100 of the remuneration which, in the light of the activity and category professional, establish the collective agreement applicable to employees in the sector.

Additional provision second. Creation of the Council for the Promotion of the Social Economy.

The Council for the Promotion of the Social Economy, as an advisory and advisory body for activities related to the social economy, is created through the Ministry of Labor and Social Affairs, in the Administration of Social Economy. State General, although not participating in the hierarchical structure of the State.

It will act as a collaborative and coordinating body of the associative movement and the General Administration of the State.

In accordance with the competencies assigned to you, and in accordance with the scope of this Law, you will have the following functions:

1. Collaborate in the elaboration of proposals on any legal or regulatory provision affecting entities in the social economy.

2. Prepare the reports requested by the Ministry of Labour and Social Affairs and other ministerial departments.

3. To inform the development and promotion programmes of the social economy.

4. Conduct studies on issues and problems affecting the social economy.

5. To ensure that the functioning of the companies and entities is in line with the own configuration principles of this sector.

6. How many other functions and powers are attributed to you by laws and regulations.

The Council for the Promotion of the Social Economy will be composed of representatives of the General Administration of the State, of the Autonomous Administrations, when they so request, of the Association of Local Entities representative, of the associations of cooperatives, of the mutual societies of social foresight, of the societies of labor, of the intersectoral association more representative of the state and five persons of recognized prestige in the field of the social economy designated by the Ministry of Labour and Social Affairs.

The Presidency of the Council for the Promotion of the Social Economy shall be the responsibility of the Secretary-General for Employment and, by delegation, the Director-General for the Promotion of the Social Economy and the European Social Fund.

The functioning of the Council shall be in accordance with the provisions of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure and Law 6/1997, of 14 April, Organization and Functioning of the General Administration of the State.

The appropriations needed for its operation will be entered in the budgets of the Ministry of Labour and Social Affairs.

Additional provision third. Rights of the members ' personal creditors.

The personal creditors of the members will have no right whatsoever on the assets of the cooperatives nor on the contributions of the members to the social capital, which are inembargable. All this, without prejudice to the rights that the creditor can exercise on the reimbursements, interests and returns that correspond to the partner.

Additional provision fourth. Suspension of payments and bankruptcies.

Cooperative societies will be applicable to legislation on suspension of payments and bankruptcy.

Additional provision fifth. Special rules.

1. Cooperative societies shall have the status of wholesalers and may specify as retailers in the distribution or sale, irrespective of the rating that corresponds to them for tax purposes.

2. The supply of goods and services provided by cooperative societies to their partners, whether produced by them or acquired from third parties for the fulfilment of their social purposes, shall not be considered as sales.

3. The cooperatives of consumers and users, the agricultural cooperatives and the cooperatives of hauliers, in addition to the condition of wholesalers, for which they will apply the prices or corresponding rates, will also have, to all the effects, the status of direct consumers to source or supply third parties of products or services that are necessary for their activities.

4. Internal cooperative activities shall be considered, for all purposes, and shall have the character of primary processing operations to be carried out by agricultural cooperatives and second-grade cooperatives which bring them together, with products or materials, even provided by third parties, provided that they are intended exclusively for the holdings of their partners.

5. Co-worker cooperatives and second-tier cooperatives shall be given priority in the event of a tie in competitions and auctions for the contracts of works or services of the State and other public entities.

6. Housing cooperatives shall be entitled to the acquisition of public management land by the direct award system for the purpose of fulfilling their specific purposes.

7. Cooperative societies will be subject to the provisions of Law 26/1984 of 19 July, General Law for the Defense of Consumers and Users, and other provisions on the protection of consumers and users, as well as the provisions of the Law of the health and care when they are applicable.

8. Notarial duties, in cases where public deed or any other notarial public instrument is imposed by cooperative legislation, will have a reduction equal to that granted to the State.

The same bonus will apply to the registration fees, provided that they are mandatory registrations of acts and contracts provided for in the applicable regulations or aimed at the best fulfillment of the social object.

Additional provision sixth. Separate accounting.

It will be the cause of loss of the fiscally protected cooperative condition the lack of separate accounting of the cooperative operations carried out with non-partners.

Additional provision seventh. Arrangements for joint ventures.

The part of the cooperative result corresponding to the proportion of the votes held by the members of the social partners with a vote shall be the same as the extracooperative results for the purposes of their taxation of corporate tax.

Additional disposition octave. Integral cooperatives.

Comprehensive cooperatives shall be considered as specially protected when, in respect of each and every one of their activities, the required requirements to be considered as specially protected are met.

Additional provision ninth. Cooperative societies qualified as non-profit entities.

The tax regime applicable to cooperative societies qualified as non-profit entities will be established in Law 20/1990 of 19 December of the Tax Regime of Cooperatives.

Additional provision 10th. Arbitration.

1. Any discrepancies or disputes that may arise in the cooperatives, between the Governing Board or the proxies, the Resources Committee and the partners, even in the settlement period, may be subject to arbitration of the right of the Law 36/1988 of 5 December; however, if the dispute affects mainly the cooperative principles, the arbitration of equity may be brought to the attention.

2. Given the negotiating character and arrangements of the social agreements, they are not excluded from the above possibility, nor the claims for nullity of the General Assembly, nor the challenge of assembly agreements or rectors; but the arbitrator will not be able to decide on those extremes which, where appropriate, are outside the disposition of the parties.

Additional provision eleventh. Annual programmes for the promotion, promotion and promotion of cooperativism.

The Ministry of Labour and Social Affairs will develop and implement annual programmes for the promotion, promotion and promotion of cooperativism, prior to the report of the Council for the Promotion of the Social Economy.

Additional disposition twelfth. Promotion measures for job creation.

It will be applicable to the working partners of the worker cooperatives and the working partners of the other classes of cooperatives all the rules and incentives on employed persons who have as their object the consolidation and creation of stable jobs, both in relation to social security and in the form of recruitment.

Additional disposition thirteenth. Foral regimes.

This Law will apply without prejudice to the specific tax regimes in force in force established in the rules and conventions in force in this area.

First transient disposition. Temporary application of the Law.

The cases of cooperatives initiated prior to the validity of this Law will be dealt with and will be resolved in accordance with the current provisions. The contents of the scriptures and the Statutes of the cooperative societies existing at the entry into force of this Law, may not be applied if they oppose it, being modified or completed by any prohibitive or imperative rules are contained in the same.

Second transient disposition. Adaptation of cooperative societies to the provisions of the Law.

Cooperative societies, formed prior to the date of entry into force of this Law, will have a period of three years from the date of entry into force of this Law, in order to adapt their Statutes to the established in this Act.

The agreement on the adaptation of the Statutes must be adopted in the General Assembly, with the vote in favor of more than half of the members present and represented. Any counsellor or partner shall be entitled to request the General Assembly to be convened by the Governing Council for this purpose and if, after two months from the request, the call has not been made, they may request it from the Judge of First Instance of the registered office, who, after hearing the members, shall agree with the person who shall preside over the meeting, where appropriate.

After three years from the entry into force of this Law, no cooperative societies subject to this Law will be registered in the Register of Cooperative Societies. adaptation of its social statutes. The provisions relating to the adaptation to this Law, the cessation or resignation of members, auditors, members of the Board of Appeal or liquidators and the revocation or resignation of powers, as well as the transformation of the company or the its dissolution and appointment of liquidators and seats ordered by the judicial or administrative authority.

Transitional provision third. Consolidation of denominations.

The certificates and registration of designations made by the Register of Cooperative Societies until the entry into force of this Law shall be construed as consolidated.

Transitional disposition fourth. Adaptation of the remuneration of voluntary contributions.

The cooperatives will have a period of three years, counted from the date of entry into force of this Law, to adapt the remuneration of the voluntary contributions to the social capital, subscribed before the the entry into force of this Law, to the forecasts contained therein.

First repeal provision. Repeal of the Law of 2 April 1987.

The provisions of this Law and, in particular, Law 3/1987 of 2 April, General of Cooperatives, except as provided for in Chapter III of Title I thereof, are hereby repealed. forecast collection in the final disposition of this Law.

Repeal provision second. Abolition of integration cooperatives.

The integration cooperatives set up under the provisions of the additional provision of Royal Decree 84/1993 of 22 January 1993, under which the Regulation of the Development of Law 13/1989, of 26 January 1989, are adopted, are deleted. May, of Credit Cooperatives, without prejudice to the provisions of the second transitional provision of this Law.

Repeal provision third. Abolition of the Social Economy Promotion Council.

Article 9a (2) is repealed with the addition to Royal Decree 1888/1996 of 2 August 1996 of the basic organic structure of the Ministry of Labour and Social Affairs and the provisions referred to in that paragraph. Royal Decree 140/1997 of 31 January, which partially modifies the basic organic structure of the Ministry of Labour and Social Affairs and transforms the National Institute of Social Services into the Migration and Services Institute Social.

Final disposition first. Register of Cooperative Societies.

The Government, on a proposal from the Minister of Labour and Social Affairs, will approve within a period of no more than six months from the publication of this Law, the Regulation of the Register of Cooperative Societies.

Final disposition second. Creation of new classes of cooperatives.

The Government, on a proposal from the Minister of Labor and Social Affairs and prior to the report of the Council for the Promotion of the Social Economy, will be able to create new classes of cooperatives, when necessary for the development of any sector of cooperativism.

Final disposition third. Legalization of books and deposit of accounts.

The government, on a proposal from the Ministers of Justice and Labor and Social Affairs, will dictate the necessary rules so that cooperatives have to legalize the books and deposit their annual accounts in a single register.

Final disposition fourth. Consolidated accounts of the cooperative group.

The Government, on the proposal of the Minister of Economy and Finance, will dictate the necessary rules in which it will be established in which cases the cooperative group will be obliged to formulate the annual accounts and the management report consolidated.

Final disposition fifth. Rules for the application and development of the Law.

The Government, on the proposal of the Minister of Labour and Social Affairs, may lay down rules for the application and development of this Law.

Final disposition sixth. Application to cooperatives of social security provisions for part-time employment.

The provisions of social security laid down for part-time employment shall be the subject of amendments and adaptation which are necessary for their implementation in the field of cooperative societies. associated and integral. To this end, the Government shall proceed within one year from the entry into force of this Law to the corresponding regulatory development, in accordance with the provisions of the fourth provision of the General Law on Security Social.

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

Madrid, 16 July 1999.

JOHN CARLOS R.

The President of the Government,

JOSÉ MARÍA AZNAR LÓPEZ