Article 2 of Law 4/1997, of 24 March, of Industrial Societies, provides that it is for the Ministry of Labour and Social Affairs or, where appropriate, the Autonomous Communities that have received the corresponding transfers The Ministry of Labour and the Ministry of Labour, the Ministry of Labour and the Ministry of Labour, the Ministry of Labour and the Ministry of Labour, the Ministry of Labour and the Ministry of Labour and the Ministry of Labour Social affairs a Register of Labour Societies, in which the acts which are to be recorded are to be recorded determine in that Law and in its implementing rules, all without prejudice to the implementing powers to be taken by the Autonomous Communities.

It is to be noted in this regard that, at present, all Autonomous Communities, with the exception of the Principality of Asturias and the Cities of Ceuta and Melilla, have transferred the functions and services of the State in matters of qualification and administrative registration of public limited liability companies, which they must continue to exercise in respect of the Register of Labour Societies which is created with the functions, powers and rules of coordination which are contained in this provision.

On the other hand, considering that the labor companies, according to Law 4/1997, have legal personality since their registration in the Commercial Registry, it is necessary to establish the coordinated operation of both Records.

In its virtue, in compliance with the final provision of Law 4/1997, of 24 March, and, at the proposal of the Ministers of Justice and Labour and Social Affairs, heard the Autonomous Communities, with the approval of the Minister Public administrations, in agreement with the Council of State and after deliberation with the Council of Ministers at its meeting on 2 October 1998,

DISPONGO:

Article 1. Competence.

1. It is the responsibility of the Directorate-General for the Promotion of Social Economy of the Ministry of Labour and Social Affairs or, where appropriate, the competent body of the Autonomous Communities which have received the corresponding transfers of functions and services, the granting of the qualification of "labour company", the control of compliance with the same requirements as laid down in Law 4/1997, of 24 March, of the Labour Societies, the decision on their disqualification and, in general, the other powers conferred by the same law on the said Ministry or the Autonomous Community corresponding.

2. Under the dependency of the same Directorate General or the competent organ of the Autonomous Community, the Administrative Registry of Labor Societies created by Article 4 of the Law 4/1997 of 24 March, in which they will be made, will operate. include the acts which are determined therein, in this Royal Decree and other implementing rules, without prejudice to the powers conferred on the Autonomous Communities.

3. The Administrative Registry of Labour Societies under the Ministry of Labour and Social Affairs is responsible for:

(a) The functions of qualification and administrative registration of working companies domiciled in Autonomous Communities that do not have transferred the competence in that matter and in the cities of Ceuta and Melilla.

(b) The ordination and coordination of the data received from the Administrative Records of the Autonomous Communities on the registered registrations, as well as the modifications of the statutes, adaptation or transformation, dissolution, settlement and disqualification when requested.

Article 2. Rating.

1. In order to obtain the qualification of "labour company" and the consequent registration in the Administrative Register of Labour Societies, the newly established company must accompany the application with an authorized copy and a simple copy of the (a) a constitution, in which the will of the licensors expressly consists of the establishment of a working company.

If the qualification of a pre-existing company is requested, the application must be accompanied by a copy authorized in the writing of the constitution and, where appropriate, the modification of its statutes prior to the application of the qualification as a working company duly registered in the Trade Register, together with a simple copy thereof, as well as a literal certification of the same Register of the seats in force and certificates issued by the persons entitled to this, from the agreement of the General Board favourable to the qualification of the employment and social capital ownership resulting from the book of registered or corresponding shareholders ' shares.

2. In the case of the second subparagraph of the previous paragraph, the qualification of a working company shall not be granted until an authorised copy is provided and a simple copy in writing by which the General Meeting and the agreement of the General Board of the European Union are released to the public. amendments to the statutes that are necessary to adapt to the requirements of the Law on Labour Societies.

3. The registration, the General Direction of Promotion of the Social Economy or the competent organ of the respective Autonomous Community, will notify the society of the resolution by which it is qualified as a labor society, will return the copy a certificate of that qualification and an entry in the corresponding Administrative Register.

Article 3. Home move.

When a working company moves its domicile to the territorial area of jurisdiction of another Administrative Registry, it shall submit to the new Registry that the documents referred to in paragraph 2 of the Article 5. The Registry of Destination shall request from the origin the reference for a literal certification of all the registered seats of the company, which must be sent within twenty days, accompanied by an authenticated copy of the documents to which the Refer to and practice the appropriate preventive annotation.

The Registry of Destination shall record the records which shall constitute the first seat and shall inform the Register of origin of its own motion, indicating the volume and the record, in order for the sheet to be closed. and extend after the last registration a seat of reference. Once that registration has been carried out, the transfer of domicile shall be entered.

If the Register of origin is processing a disqualification record of the company that transfers its address, it shall notify the registration of the destination of the decision that is given in the register once it has become firm.

Article 4. Registration in the Mercantile Register.

1. For the registration in the Register of Trade in the constitution of a working company, the certificate stating that it has been qualified as such by the Directorate General for the Promotion of the Social Economy or by the competent body of the the respective Autonomous Community and registered in the corresponding Administrative Registry. Such qualification and registration shall be recorded in the body of the seat of the first registration.

2. The record in the Commercial Registry of the qualification as a job of a previously registered company shall be made by means of a marginal note on the open sheet to it. This note shall be performed by virtue of the same certification as the previous paragraph, and shall be simultaneous to the registration of the modifications of the social statutes that are necessary to adapt them to the requirements of the Law of Labor Societies.

3. The loss of the employment status of a registered company shall be recorded in the Mercantile Register by a marginal note. For this purpose, the certificate issued by the corresponding Administrative Registry shall be a sufficient title, which, in the case of disqualifications agreed on its own initiative, shall be sent directly to the latter.

The period for practicing the seats referred to in the preceding paragraphs shall be that laid down in Article 39 of the Regulation of the Commercial Registry, approved by Royal Decree 1784/1996 of 19 July 1996.

Article 5. Modification of social capital and transfer of domicile outside the municipality.

1. No registration of changes to the statutes of an employment company affecting the composition of the social capital or the change of domicile outside the municipal term may be carried out in the Trade Register. certification of the Administrative Register of Labour Societies, of which, in the first case, the favourable resolution of the amendment does not affect the qualification of the company concerned as an employment and its registration, and, in the second, the registration of the change of address.

2. To this end, the company which has agreed to a change of statutes affecting the composition of the share capital must apply to the same body which is competent to give it that qualification, which dictates a decision declaring the that such an amendment does not affect the maintenance of its status as a working company, accompanying the authorised copy request and a simple copy of the writing for which the relevant agreement and a certificate have been made to the public proof of the change in the ownership of the shares or social interests which have been produced as a result. The same copies of the write-up to the public of the corresponding agreement shall be submitted in order to achieve the record of the change of domicile when it is outside the municipal term in which it was until then.

Registrations shall be carried out in the form provided for in Article 2 (3).

3. The registered Registrar shall send the corresponding Administrative Registry within 15 days of the date of practice, a literal certification of the seats affecting an employment company and referring to any of the acts referred to in Article 7. The costs of issuing these certifications shall be borne by the company.

Article 6. Obligation to communicate the excess of the limits on hours worked and the transmissions or social contributions.

1. Where the limits referred to in Article 1.2 of Law 4/1997 are exceeded during the operation of the labour company, the number of hours worked per year worked by the workers employed for an indefinite period of time partners, the company shall be obliged to communicate it to the Administrative Registry of Labour Societies within three months from the time the limits are exceeded.

The Directorate-General for the Promotion of the Social Economy or the competent organ of the Autonomous Community shall grant the authorization of such excess of limits, after examination and approval of a reasoned report on the causes which have the company has been forced to exceed these limits, and the reduction of hours plan must be accompanied by the company.

In any case, within the maximum period of three years, the company will have to reach the expected limits, reducing, at least, every year, a third of the percentage in which the legal maximum is initially exceeded.

2. Likewise, the working companies must communicate within the first three months of the financial year to the Administrative Registry of Industrial Societies the transmissions of shares or social interests that have occurred, by certification of the seats practiced in that period of time in the book-registration of nominative shares or in the book of partners. However, if such seats result, the limits laid down in Article 5.3 of the Law on Labour Societies, the administrators of the company, have been transgressed within one month of the fact that the seat has been practised. (a) make it clear that they must communicate to the relevant Administrative Registry such a circumstance, as well as their remedy in the same period of time, from the time the seat for which the legal limits are established.

Article 7. Book of Enrollment of Labor Societies. Inscribable and annotated acts.

1. The Administrative Registry of Labor Societies will carry a Book of Enrollment of Labor Societies, whose content will be public and will be carried by the system of changeable sheets. The extension of the seats, either by machine or by computer, shall be done in a succinct manner, referring to the corresponding file, where the document which is the subject of the registration is recorded.

2. The certifications of the content of the Enrollment Book will only be able to deal with issues related to the qualification of the society as a job.

3. In the open sheet for each company, the decisions on their qualification as work, the authorizations to exceed the limits of the hours-year worked by those workers hired for indefinite time that are not partners, the amendments to the statutes concerning the composition of the social capital and all those relating to the change of domicile, the final judgments given in proceedings concerning the challenge of social agreements relating to the composition of the of the registered capital or the transfer of the address outside the municipality, the (a) firm administrative decisions to which the disqualification of the company is agreed as a working company and its discharge in the Administrative Register and other acts to be determined in the implementing rules of this Royal Decree.

The opening of the disqualification files and the interposition of the legal claims for the impeachment of agreements referred to in the preceding paragraph shall be the subject of a preventive annotation.

The registration or annotation of the acts mentioned shall be carried out by virtue of public deed, judicial decision or administrative authority or, where applicable, certification of the Commercial Registrar.

Article 8. Disqualification.

The procedure for the disqualification of the society for any of the causes of loss of the qualification of "labor society" that are indicated in article 16 of Law 4/1997, of March 24, will be adjusted to the Law 30/1992, of 26 November, of the Legal Regime of Public Administrations and of the Common Administrative Procedure, with the following particularities:

1. The Directorate-General for the Promotion of the Social Economy or the competent authority of the Autonomous Community shall require the company to make the case disappear within a period of no more than six months when:

(a) Within three years, the company has not reached the limits provided for in Article 1 of the Law.

(b) Within one year, it would not have accommodated the situation of its shareholders with respect to the social capital to the limits required by Article 5.3 of the Law.

c) Would not have made the allocation to the Special Reserve Fund in the percentage required by Article 14 of the said Act.

2. After the period referred to in the preceding paragraph, if the company has not eliminated the legal cause of loss of qualification, the Directorate-General for the Promotion of the Social Economy or the competent authority of the Autonomous Community shall dictate resolving the disqualification of society as a labor society and ordering its discharge in the Administrative Registry of Labor Societies. The corresponding seat shall be sent to the relevant Trade Register for the practice of marginal note on the open sheet to the company.

3. If the disqualification is agreed upon request of the company itself, once the corresponding resolution has been handed down and the seat of discharge in the Administrative Register of Labor Societies is extended, certification shall be issued for the purposes of the article 4.3.

4. The decision on disqualification of the working company shall be communicated to the Ministry of Economic Affairs and Finance and to the competent authority in the field of taxation of the Autonomous Community in which the company has its residence for the purposes of proceed.

Article 9. Impeachment of agreements.

1. The agreements of the Juntas of members which are contrary to the Law, object to the statutes or injure, for the benefit of one or several partners or third parties, the interests of the society, may be challenged before the competent judicial organ, according to the regulatory standards of public limited liability companies or limited liability companies on the challenge of social agreements.

2. Where the contested agreement affects the composition of the capital or the change of domicile outside the municipality, and once the Judge who knows the procedure has communicated to the Administrative Registry of Labour Societies the existence of of the claim and the causes of the challenge, shall be extended as a preventive entry for that Register which shall be cancelled where the application is dismissed by a final judgment, where the claimant is not in action or when the application has expired.

3. Where, by final judgment, the claim for challenge is considered as having been assessed for the existence of legal causes of loss of qualification, by the Directorate-General for the Promotion of the Social Economy or the competent body of the Autonomous Community, in compliance with the judgment, the company will be ordered to leave the company in the corresponding Administrative Registry. In the case of the corresponding seat, certification of the discharge shall be sent to the relevant Trade Register for the practice of marginal note on the open sheet to the company.

Final disposition first. Supplementary legislation.

In the matters covered by this Royal Decree and not expressly regulated by it, the provisions of Law 30/1992, of 26 November, of the Legal Regime of Public Administrations and of the Procedure Common Administrative and, where applicable, in the Companies Act and in the Limited Liability Companies Act.

Final disposition second. Application faculty.

Ministers of Justice and Labour and Social Affairs are empowered to make, in the field of their respective powers, the provisions necessary for the application of this Royal Decree.

Final disposition third. Entry into force.

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

Given in Madrid to October 2, 1998.

JOHN CARLOS R.

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

FRANCISCO ALVEZ-HELMETS FERNANDEZ