EXPLANATORY STATEMENT

1

Law 2/1995, of March 23, of Limited Liability Societies, aims to offer, as its explanatory statement says, an appropriate legal framework for this social form that exempts from introducing the provision of The applicable law, the futility and inadequacy of which had been repeatedly denounced under the law of the former, without prejudice to the fact that the legal text reproduces or improves certain provisions of the Law on Companies contain specific referrals to the text of the same.

From this perspective, the provisions of Article 177 of the Regulation of the Commercial Register, which is currently in force, which provide for the limited rules that the regulation devotes to the registration of limited liability companies, those of the public limited liability company as soon as their specific nature permits. It is therefore necessary to regulate in an autonomous manner and complete the registration in the Commercial Registry of limited liability companies. This new regulation is at the heart of the reform which is now being implemented and which is constituted by Chapter V of Title II, which has been drawn up as a 'former de novo', following the technique enshrined in the current Regulation, in respect of acts inscriptions and the circumstances to be contained in the public scriptures and the other documents to be used as a title for registration.

The structure of the Regulation, which contains several chapters in Title II, applicable to all types of companies, such as: the III, dedicated to the registration of companies in general; the VII, to the transformation, fusion and division, and the VIII, to the dissolution, liquidation and cancellation of societies, demands the necessary reforms in several dispositions of those chapters, that they come imposed by the content of the new legislation on societies of responsibility This is a very important matter for the European Parliament and the Council of the European Parliament. general to the various forms of society.

The above joins, on the one hand, the introduction into our legal order of the new figure of the one-person society, concerning both the limited liability companies and the anonymous ones, and, on the other hand, the various rules contained in the additional provisions of the Law, which include the closure of the Register, which is imposed as a result of the failure to comply with the obligation to deposit the annual accounts with the companies obliged to this, or the prohibition of issuing obligations or other negotiable securities, grouped in emissions, to companies that are not anonymous, as well as to individual traders and natural persons. These institutions require the provision of appropriate regulatory standards, applicable both to the access to the Register's books of the content of those created now for the first time, and to prevent their entry into them of the new ones. prohibited, as well as to properly implement the rule of temporary closure in the cases provided for.

Finally, in accordance with the Regulation's twenty-eighth transitional provision, it has been considered appropriate to introduce concrete reforms in those areas where the experience of more than five years of the The present regulation required some improvement of the registration or documentary or computer application. In this direction the reforms introduced in the Preliminary Titles I, III and IV are aimed. With regard to the technical register, it is worth mentioning the foreign documentation, the transfer of the registered seats to another Registry as a consequence of the change of domicile of the society, the concretion of the own books of the Registration and the streamlining of the show in the government resource. As for the documentary technique, it is necessary to point out the details on the notarial board of directors, on the certifying faculty, on the appointment of alternates of the administrators and on the way to deposit the annual accounts of the companies.

In the same sense, certain modifications have been made with respect to the Central Mercantile Register in terms of advertising mode, computer application and the consequences of the publication of laws. nouns that can affect the data in your content.

2

The Regulation that is now repealed, whose positive effects have been felt in Spanish corporate practice, covered in its regulation all the acts that should have access to the Commercial Registry, and all the circumstances that These must contain in order for such access to occur, as well as the ones required by each type of document that was to serve as a title to the inscription. This broad concept was added to the intensity of its practice by lawyers and other operators of law and enterprise as a result of the adoption of the reforms introduced in Law 19/1989 of 25 July, of partial reform and adaptation of the commercial legislation to the Directives of the European Economic Community (EEC) on companies, as well as the extension of the studies which have been the subject of their precepts. It is therefore necessary to consider it as a normative text received by the company whose configuration and structure have been maintained in the present, in its books, chapters and sections, with the exception of the indicated Chapter V of Title II, which To deal with a new discipline, it has obliged to introduce the various sections that required the subject matter that was subject of regulation and also the section 5. of Chapter III of Title III, relative to the closure of the Registry for the same cause. However, it has seemed more convenient for practical reasons to approve a new text, which includes, together with most of the old one, the new legislation and the experience of the implementation of the Directive. so far in force they demanded.

In line with the above, it has been sought to retain, in the Regulation that is now adopted, the numbering of the items from which it is repealed, but it has only been possible to achieve up to 173. The increase in the number of articles which make up Chapter V of Title II, 30 and four as against the four currently existing, has imposed the need to vary the numbering of the others from the said chapter. Added to this is the introduction of some new content that the experience advised.

3

The articles incorporating new regulations are the following: the 174, which regulates the registration of the one-personality supervening in public limited companies; Articles 175 to 208, which make up Chapter V of Title II, and which they are concerned with the registration of the various acts relating to limited liability companies; 218 and 222, which respectively discipline the transformation of civil society or cooperative society into a limited partnership and of that in those; the 242, which deals with the reactivation of the dissolved society; the 246, which has as matter the the total sale of the assets and liabilities of the companies in liquidation; the 248, which relates to assets over-owned by companies in the same liquidation situation, and the 378, which deals with the issue of the closure of the tax register as a penalty for the failure to comply with the deposit of accounts by the companies required to do so.

The articles in which their content has been modified, without varying the numbering that corresponds to them in the repealed Regulation, are as follows: 5, 11, 12, 13, 19, 20, 21, 23, 27, 28, 29, 30, 33, 38, 40, 42, 43, 70, 71, 72, 76, 78, 81, 87, 94, 95, 96, 97, 98, 99, 100, 101, 102, 103, 104, 105, 111, 112, 114, 115, 117, 120, 122, 123, 124, 132, 133, 141, 142, 143, 144, 145, 146, 147, 149, 153, 154 and 158.

The articles that have suffered variation in their numbering, in relation to the ones they had in the repealed Regulation, are those that are then expressed, in whose relation the current number is initially indicated and in brackets the one that in The previous standard was: 209 (178), 210 (179), 211 (180), 212 (181), 213 (182), 214 (183), 215 (184), 216 (185), 217 (186), 217 (188), 221 (189), 223 (190), 224 (191), 225 (192), 226 (193), 227 (194), 228 (195), 229 (196), 230 (197), 231 (198), 232 (199), 233 (200), 234 (201), 235 (202), 236 (203), 237 (204), 238 (205), 239 (206), 240 (207), 241 (208), 243 (209), 244 (210), 245 (211), 247 (212), 249 (213), 250 (214), 251 (215), 252 (216), 253 (217), 254 (218), 255 (219), 256 (220), 257 (221), 258 (222), 259 (223), 260 (224), 261 (225), 262 (226), 263 (227), 264 (228), 265 (229), 266 (230), 267 (231), 268 (232), 269 (233), 270 (234), 231 (235), 272 (236), 273 (237), 274 (238), 275 (239), 276 (240), 277 (241), 278 (242), 279 (243), 280 (244), 281 (245), 282 (246), 283 (247), 284 (248), 285 (249), 286 (250), 287 (251), 288 (252), 289 (253), 290 (254), 291 (255), 292 (256), 293 (257), 294 (258), 295 (259), 296 (260), 281 (261), 298 (262), 299 (263), 300 (264), 301 (265), 302 (266), 303 (267), 304 (268), 305 (269), 306 (270), 307 (271), 308 (272), 309 (273), 310 (274), 311 (275), 312 (276), 313 (277), 314 (278), 315 (279), 316 (280), 317 (281), 318 (282), 319 (283), 320 (284), 321 (285), 322 (286), 323 (287), 324 (288), 325 (289), 326 (290), 327 (291), 328 (292), 329 (393), 330 (294), 331 (295), 332 (296), 333 (297), 334 (298), 335 (299), 336 (300), 337 (301), 338 (302), 339 (303), 340 (304), 341 (305), 342 (306), 343 (307), 344 (308), 345 (309), 346 (310), 347 (311), 348 (312), 349 (313), 350 (314), 351 (315), 352 (316), 353 (317), 354 (318), 355 (319), 356 (320), 357 (321), 358 (322), 359 (323), 360 (324), 361 (325), 362 (326), 363 (327), 364 (328), 365 (329), 366 (330), 367 (331), 368 (332), 369 (333), 370 (334), 371 (335), 372 (336), 373 (337), 374 (338), 375 (339), 376 (340), 377 (341 and 342), 379 (343), 380 (344), 381 (345), 382 (346), 383 (347), 384 (349), 385 (350), 386 (351), 387 (352), 388 (353), 389 (354), 390 (355), 391 (356), 392 (357), 393 (358), 394 (359), 395 (360), 396 (361), 397 (362), 398 (363), 399 (364), 400 (365), 401 (366), 402 (367), 403 (368), 404 (369), 405 (370), 406 (371), 407 (372), 408 (373), 409 (374), 410 (375), 411 (376), 412 (377), 413 (378), 414 (379), 415 (380), 416 (381), 417 (382), 418 (383), 419 (384), 420 (385), 421 (386), 422 (387), 423 (388), 424 (389), 425 (390), 426 (391), 427 (392) and 428 (393). As a consequence of the variation in numbering, the numbering in the referrals that those articles made to others in the Regulation has also been changed.

Of this last relationship have been modified, in terms of their content, as follows: 209, 211, 212, 216, 217, 219, 220, 221, 224, 225, 227, 228, 230, 238, 240, 243, 245, 247, 261, 270, 277, 280, 284, 287, 290, 292, 293, 307, 326, 333, 336, 338, 351, 354, 359, 361, 363, 366, 367, 368, 369, 370, 371, 377, 381, 382, 386, 387, 388, 394, 400, 403, 406, 408, 409, 413, 417, 421, 425 and 426.

In its virtue, on the proposal of the Minister of Justice, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting of July 19, 1996,

D I S P O N G O:

Single item. Adoption of the Regulation.

The Regulation of the attached Mercantile Register is approved.

Single repeal provision. Regulatory repeal.

Royal Decree 1597/1989 of 29 December 1989, for which the Regulation of the Commercial Registry was approved.

Single end disposition. Entry into force.

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

Given in Madrid to July 19, 1996.

JOHN CARLOS R.

The Minister of Justice,

GANTE AND MIRON MARISCAL MARGARITA

MERCHANT REGISTRY REGULATION

PRELIMINARY TITLE

From The General Mercantile Registry

Article 1. Registry Organization.

1. The organization of the Commercial Registry, made up of the territorial and territorial registers and the Central Mercantile Register, is under the Ministry of Justice.

2. All matters relating to the Trade Register shall be entrusted to the Directorate-General for Records and Notaries.

Article 2. Object of the Mercantile Register.

The Mercantile Record is intended to:

(a) The registration of the business owners and other subjects established by the Law, and of the acts and contracts relating to them that determine the Law and this Regulation.

b) The legalisation of business books, the appointment of independent experts and auditors and the deposit and advertising of accounting documents.

c) The centralization and publication of the registration information, which will be carried out by the Central Mercantile Register on the terms prevented by this Regulation.

Article 3. Personal sheet.

The Mercantile Registry will be carried by the personal sheet system.

Article 4. Enforcement of enrollment.

1. Registration in the Trade Register shall be compulsory, except where otherwise expressly provided for.

2. The lack of registration cannot be invoked by the person who is obliged to obtain it.

Article 5. Public qualification.

1. Registration in the Trade Register shall be carried out on the basis of a public document.

2. Registration may only be carried out on the basis of a private document in the cases expressly prevented in the Laws and in this Regulation.

3. In case of foreign documents, it will be established by the mortgage legislation. The existence and valid constitution of registered entrepreneurs, as well as the validity of the position and the adequacy of the powers of those representing them, may also be credited by certification, duly apostilled or legalized, issued by the competent official of the public register referred to in Council Directive 68 /151/EEC or similar office in countries for which there is no institutional equivalence.

Article 6. Legality.

The Registrar shall qualify under his responsibility the legality of the extrinsic forms of the documents of any kind under whose virtue the registration is requested, as well as the capacity and legitimization of those who grant them or subscribe and the validity of their content, resulting from them and from the seats of the Registry.

Article 7. Legitimization.

1. The content of the Register is presumed to be accurate and valid. The seats of the Registry are under the safeguard of the Courts and will produce their effects as long as the judicial declaration of their inaccuracy or nullity is not entered.

2. The registration does not validate the acts and contracts that are null according to the Laws.

Article 8. Public faith.

The declaration of inaccuracy or nullity of the seats of the Commercial Registry shall not prejudice the rights of third parties of good faith acquired under the law.

Rights that are acquired under the terms of the act or contract that are valid according to the content of the Register shall be understood to be acquired under the law.

Article 9. Opreadability.

1. Acts subject to registration shall only be oponable to third parties in good faith since their publication in the "Official Gazette of the Commercial Register". The effects of the registration are safe.

2. In the case of operations carried out within 15 days of publication, the acts entered and published shall not be oponable to third parties who prove that they were unable to meet them.

3. In the event of a disagreement between the content of the publication and the content of the registration, third parties in good faith may invoke the publication if it is favourable to them.

Those who have caused the discordance will be obliged to compensate the injured party.

4. The good faith of the third party is presumed as long as it is not proved that he knew the act subject to registration and not registered, the act inscribed and not published or the discordance between the publication and the inscription.

Article 10. Priority.

1. If any title is preemptively registered or entered in the Trade Register, no other than or prior to the date of the same or incompatible date may be entered or entered.

If only the filing seat has been extended, no other title of the class above may be entered or entered during its term.

2. The document that will first access the Registry will be preferred over those that will be accessed later, and the Registrar must practice the corresponding registration operations according to the order of presentation.

Article 11. Hereinafter referred to as

1. To register acts or contracts relating to a registered subject, the subject's prior registration shall be required.

2. The prior registration of such acts or contracts shall be required for the purposes of registration or modification of other acts.

3. The registration of acts or contracts awarded by proxies or administrators shall be required to register them.

Article 12. Formal advertising.

1. The Commercial Registry is public and it is up to the Commercial Registrar to treat the contents of the registered seats, so that their direct advertising is effective and guarantee, at the same time, the impossibility of their handling or telesoing.

2. The advertising shall be carried out by certification or by means of an information note of all or any of the data contained in the respective seat, in the form determined by the Registrar.

3. The Commercial Registrars shall, under their responsibility, qualify them to comply with the rules in force in the applications for mass advertising or to affect the personal data contained in the seats.

TITLE I

From the organization and operation of the Mercantile Registry

CHAPTER I

General provisions

Article 13. Mercantile registrars.

1. The Mercantile Records will be in charge of the Property Registrars and Mercantile.

2. The appointment of the Chief Registrar shall be made by the Minister of Justice and, where appropriate, by the competent Autonomic Authority, and the Registrar shall be responsible for the registration of the Registrar to whom it corresponds in a contest concluded in accordance with the rules of the legislation mortgage.

3. The legal status of the Commercial Registrars will be the same as that of the Registrar of the Property, without more specialties than those established by the Law and by this Regulation.

Article 14. Number of Registrars.

1. The number of Registrars that will be in charge of each Commercial Registry will be determined by Royal Decree, on the proposal of the Minister of Justice.

2. If the increase in the number of Registrars to serve the same Register is agreed, those who are already in charge of it may take part in the vacancy provision contest, even if the time limit laid down in the legislation has not elapsed. mortgage.

3. If the number of Registrars is to be reduced, it can only be made effective as vacancies are being produced.

Article 15. Record with plurality of headlines.

1. If a Commercial Registry is in charge of two or more Registrars, they shall carry out the documents in accordance with the convention on the distribution of matters or sectors to which they agree.

The convention and its subsequent amendments must be submitted to the approval of the General Directorate of the Registers and the Notary.

2. Provided that the Registrar to whom the qualification of a document corresponds, he will appreciate defects that prevent the operation requested, will make them aware of the co-owner or co-owners of the same sector, to whom the documentation will pass. The one who understands that the operation is coming, will practice it under his responsibility.

3. The Registrar who will qualify a document will know of all the incidents that occur until the termination of the registration procedure.

Article 16. Capitality and Constituency of Records.

1. The Mercantile Records will be established in all the provincial capitals and, in addition, in the cities of Ceuta, Melilla, Eivissa, Mahon, Puerto de Arrecife, Puerto del Rosario, Santa Cruz de la Palma, San Sebastian de la Gomera and Valverde.

2. The division of each Mercantile Register shall be extended to the territory of the province concerned.

Records whose territorial constituencies are defined below are excepted:

(a) Those of Ceuta and Melilla, whose constituency will coincide with the respective municipal terms.

(b) The division of the Commercial Register of Eivissa extends to the territory of the islands of Eivissa and Formentera.

c) The division of the Mercantile Register of Las Palmas extends to the territory of the Island of Gran Canaria.

d) The constituency of the Mercantile Register of Mahón extends to the territory of the island of Menorca.

e) The district of the Mercantile Registry of Palma de Mallorca extends to the territory of the islands of Mallorca, Cabrera, Conejera, Dragonera and adjacent islands.

f) The district of the Mercantile Registry of Puerto de Arrecife extends to the territory of the islands of Lanzarote, Graciosa, Eglacianza, Montana Clara, Roque del Este and Roque del Oeste.

g) The district of the Puerto del Rosario Mercantile Registry extends to the territory of the islands of Fuerteventura and Lobos.

h) The district of the Santa Cruz de la Palma Mercantile Registry extends to the territory of the island of La Palma.

i) The district of the Santa Cruz de Tenerife Mercantile Registry extends to the territory of the island of Tenerife.

j) The constituency of the San Sebastian Mercantil Register of the Gomera extends to the territory of the island of Gomera.

k) The constituency of the Mercantile Register of Valverde extends to the territory of the island of Hierro.

3. Where, for the purposes of the service, a Commercial Register is to be established in a population other than provincial capital, it shall be done by means of Royal Decree on the proposal of the Minister of Justice, after hearing the Council of State and with a report of the Autonomous community affected. In this case, the provisions of Article 14 (2) shall apply.

Article 17. Registration competence.

1. The registration shall be carried out in the Register corresponding to the registered office of the subject.

2. The same criterion shall apply for the determination of the Register to be made for the legalisation of the business books, the appointment of independent experts and auditors, the deposit of accounting documents and the other operations that are entrusted to the Commercial Registry.

Article 18. Change of domicile within the same province.

The change of domicile of a registered subject within the same province shall be recorded in the Mercantile Register by means of the corresponding registration, which shall be practiced by virtue of a written application in the case of an employer individual, and public write in all other cases.

Article 19. Change of address to a different province.

1. Where a registered subject moves his domicile to another province, he shall be present in the Register of this literal certification of all his or her inscriptions, in order to be transferred to the sheet which is intended for him in that Register. The certification, which shall reproduce the accounts deposited for the last five years, may not be issued without prior presentation of the document certifying the agreement or decision of the shipment, or by virtue of the request of the body administration, with duly legitimized signatures. Once issued, the Registrar of origin shall record it in the document in whose virtue it was requested and due diligence following the last seat practiced, which shall entail the closure of the Register. The certification shall expressly state that such diligence has been carried out in the Register.

The Target Logger will literally transcribe the content of the certification into the new sheet, reflecting in separate enrollment the change of address. The Registrar of destination shall then inform the source of his/her office of origin having carried out the above inscriptions, indicating the number of the sheet, sheet and book in which it is recorded. The latter will extend a reference note by expressing such registration data.

2. If the transfer of domicile is carried out on the basis of the division of the Commercial Registry in which the subject has previously been registered, a certificate of the entries made after the registration shall be sufficient. Transcript prevented by the previous paragraph. The Commercial Registrar corresponding to the new address shall state by note that the registered registrations are still in force and that the new entries will then be carried out by the new registered certification.

3. The certification referred to in No 1 of this Article shall be valid for three months after issue, after which a new certification must be requested. The closure of the Register as a result of the issue of the certification shall be valid for six months, after which the office of the Registrar of destination has not been granted proof of having been registered. in that Register, the Registrar of origin by means of new diligence shall proceed from office to the reopening of the Registry.

Article 20. Change of domicile abroad.

1. If the change of domicile is made abroad, in the cases provided for by the Laws, the international conventions in force in Spain will be in place.

2. If the Convention provides for the maintenance of the Spanish nationality of the company, the entries shall be transferred, in accordance with the provisions of the foregoing Article, to the sheet opened in the Central Mercantile Register, in which the shall henceforth apply the seats corresponding to that company.

3. On the sheet opened to the company in the Register corresponding to the former domicile, the diligence referred to in the first paragraph of the previous Article shall be extended.

Article 21. Opening of the Register to the public.

The Commercial Registry shall be open to the public every working day, from nine to fourteen and from sixteen to eighteen hours, except on Saturdays, where only the hours of tomorrow shall be maintained.

Article 22. Seal.

In the documents signed by the Registrar, outside the books of the Register, a stamp must be stamped with the Spanish Shield, the indication of the territorial district and the name of the Registrar.

CHAPTER II

From the books in the Register

Article 23. Books.

1. The following books will be carried on the Mercantile Records:

a) Book of Enrollments and their Presentation Journal.

b) Legalization book and its Presentation Journal.

c) Account Repository Book and its Presentation Journal.

d) Book of appointment of independent experts and auditors and their filing journal.

e) Indexes.

f) Inventory.

2. Where the needs of the service advise, the Directorate-General for Registers and the Notary may authorise the opening of more than one Daily Book of each of the operations listed in the headings (a), (b), (c) and (d) of the paragraph. previous.

3. Registrars may also carry the books and ancillary books which they deem appropriate for the proper management of the Register.

4. The books referred to in points (b), (c), (d) and (e) of paragraph 1, as well as the books and the auxiliary books of paragraph 3, shall be mobile and may be produced by computer procedures or replaced by manual files or files In this case, all the circumstances required by the Law and this Regulation shall be collected in the seats.

Article 24. Common formalities for books.

1. The books of the Commercial Registry shall be uniform for all Records and shall be numbered, in each of them, in order of seniority.

2. The legalization of the books of the Register will be practiced in accordance with the provisions of the Mortgage Regulation.

Article 25. Journal Book.

1. The filing journal referred to in point (a) of Article 23 may be carried out in bound and foliated books or in books of mobile sheets. In both cases, the useful foles will be numbered in the upper right corner.

2. Each sheet of the Journal shall contain a white margin to extend the marginal notes from the rest by two vertical lines, forming a column in which the seat number shall be entered.

The rating notes to be performed on the margin of the filing seat may be extended in an independent book. In that case the appropriate note of reference shall be entered on the margin of that seat.

3. The following headings shall be printed, in their respective place, at the top of each sheet: marginal notes, number of seats and presentation seats.

Article 26. Book of inscriptions.

1. The books of inscriptions shall be composed of movable sheets, numbered in the upper right corner, each of which is recorded in the volume and record to which they correspond.

The seats to be used in them must be extended to machinery or computer procedures, and the indelible character of the document must be assured in any event. The marginal notes may also be used by hand or by stamp.

2. A weaver shall be incorporated at the top of the loin, in which the Register in question shall be expressed and the number of the tome.

3. The folios shall be divided into three parts: a side space for marginal notes; two vertical lines, forming a column with a separation of two centimetres, to record in it the number of the inscription or letter of the annotation, as well as the nature or class of the recorded act, and a space to extend the inscriptions, annotations and cancellations.

At the top of each sheet, the following headings will be printed in their respective place: marginal notes, number of seats and inscriptions.

Article 27. Book of legalizations.

The Legalization Book will be carried through the opening of a sheet for each entrepreneur in which the data for submission of the application will be entered in the Journal Book, the class of legalized books, the number within each class, the legalization date, and the data in the file where the instance is archived.

Article 28. Account repository book.

1. The useful folders in the Account Deposit Book will be numbered in the upper right corner.

2. Each portfolio shall contain a number of white spaces, separated by vertical lines, in which the name and the register of the employer, the type of documents deposited, the data for the submission of the application in the Official Journal, shall be entered. the date of the deposit and the data in the file or folder in which the documents are included. The corresponding entries will be printed at the top of each sheet.

Article 29. Book of appointment of independent experts and auditors.

1. The useful folios of the Book of Appointment of Independent Experts and Auditors will be numbered in the upper right corner.

2. Each portfolio shall contain a number of blank spaces, separated by vertical lines, in which the name and registration data of the company or entity, the date of the appointment resolution, the name of the designated expert or auditor, shall be entered. the instance presentation data in the Journal Book and the data in the file where the instance is archived.

The corresponding headings will be printed at the top of each sheet.

Article 30. Index.

The Registrar shall, in alphabetical order and by means of computer procedures, carry out an index of the Register, incorporating at least the identification of the registered subject, indicating, where appropriate, the social denomination, address, volume, registration and leaf number, as well as your tax identification number.

Article 31. Inventory.

1. In each Record there will be an Inventory of all books and folders or bequeads that exist.

2. Whenever a Registrar takes possession, he will take charge of the Register according to that Inventory, which will be signed by the outgoing and incoming officials, being responsible the first of what appears in it and will not deliver.

3. When starting each year, the Inventory will be completed or modified with the result of the previous year.

Article 32. Bequeaks.

1. The Registrar shall form for periods, the duration of which shall be determined by the movement of the office, the following files:

(a) Judicial mandations, administrative decisions and other documents in whose virtue the registration has been carried out, when they do not have an array in notarial protocol or in public file.

(b) Home transfer certificates and other documents from other Mercantile or Property Records.

c) Official Communications.

d) Instances of legalization of books and appointment of independent experts and auditors.

e) Any other documents or copies thereof whose file or deposit is established in special provisions or is deemed to be appropriate for reasons of service.

2. The documents in the relevant files shall be stamped with the stamp of the Office and shall be made reference to the seat practised.

3. Within each file, the documents it contains will be numbered, in chronological order of dispatch.

4. In the seat practised, the file shall be expressed and the number corresponding to each of the archived documents.

5. After six years from the date of its deposit or file, the Registrar may proceed to the expunge of the documents contained in the files, except that the contents of the documents are in force or are considered appropriate for their conservation.

CHAPTER III

Of the seats

SECTION 1 OF SEATS IN GENERAL

Article 33. Seats.

1. The following class of seats shall be used in the Register's books: presentation seats, inscriptions, preventive annotations, cancellations and marginal notes.

2. The Registrar shall authorize with his signature the seats and the footnotes of the title. However, they may authorise on average the registration, registration and cancellations as well as the notes and proceedings other than those mentioned.

Dealing with presentation seats, it will be sufficient to sign the closing diligence, which will involve compliance with all the extended ones during the day.

Article 34. Expression of quantities.

1. The quantities, dates and numbers to be contained in the seats may be expressed in guismos, except for those relating to the determination of the share capital, number and value of shares and social interests, shares and liabilities and total amount of each issue, to be expressed in letter.

2. In any case, in the presentation seats and marginal notes you can use guismos.

Article 35. Sorting of the seats.

1. Entries and cancellations shall have a special, correlative numbering, which shall be entered in guismos.

2. The preventive annotations and their cancellations will be identified by letters, in alphabetical order.

Article 36. Drafting of seats.

1. The seats in the Register shall be drawn up in the Spanish language adjusted to the official models approved and to the instructions given by the General Directorate of the Registers and the Notary.

2. The concepts of special interest will be highlighted by underlining, different type of letter or ink use of different color.

3. Where data or circumstances identical to those appearing in another seat on the same register are to be recorded in a seat, it may be omitted by making sufficient reference to the previous practice.

4. The seats will then be practiced by each other, leaving no space between them.

5. Within the seats, parts of lines that are not entirely written shall be inused with a stripe.

Article 37. General circumstances of the seats.

1. Unless otherwise specified, any registration, pretrial or cancellation shall necessarily contain the following circumstances:

1. Act of registration or formal declaration of being placed on the seat, with the expression of the nature of the act or contract that is registered.

2. Class, place and date of the document or documents, and the data of your authorization, issue or signature, with indication, if any, of the Notary authorizing it or of the Judge, Tribunal or official issuing it.

3. th Day and time of the presentation of the document, seat number, folio and book of the Daily Book.

4. The date of the Registrar's seat and signature.

2. On the margin of the filing seat, the accrued rights shall necessarily be entered, the basis taken into account for their calculation and the applied Arancel numbers.

Article 38. Constancy of identity.

1. Where the identity of a natural person is to be recorded in the inscription, the following data shall be entered:

1. The name and last name.

2. º The marital status.

3. º The majority of age. In the case of minors, the date of birth shall be indicated and, where appropriate, the condition of emancipated.

4. No. Nationality, when it comes to foreigners.

5. º The address, expressing the street and number or the place of situation, the locality and the municipality. If it is out of town, it is sufficient to indicate the municipal term and the name of the place or any other location data.

6. National Identity Document. In the case of foreigners, the identification number of foreigners, the number of their passport, their residence card or any other legal identification document, with a declaration of being in force, shall be expressed.

The tax identification number shall also be entered, in the case of persons having the same tax identification in accordance with the tax rules.

2. For legal persons it shall be indicated:

1. The social reason or denomination.

2. The registration identification data.

3. No. Nationality, if they were foreign.

4. º The address, in the terms expressed in the number 5. of the previous section.

5. º The number of tax identification, in the case of entities that have to have it in accordance with the tax rules.

3. Where the address of a person, natural or legal person is to be recorded, the particulars referred to in paragraph 5 of the first paragraph of this Article shall be expressed.

Article 39. Time limit for the practice of seats.

1. Entries shall be made, if they are not defective, within 15 days of the date of the seat of presentation or, where appropriate, of the date of return of the withdrawn document. If there is a fair cause, the deadline will be thirty days.

In any case, the registration must be effected within the term of the filing seat, without prejudice to the responsibility of the Registrar for the infringement of the provisions of the preceding paragraph.

If the title suffers from sub-healing defects, the time limit shall be counted from the time the documents were provided which the remedy requires, provided that the seat of the presentation is in force. The contribution of such documents shall be recorded on a marginal note.

2. If the sub-sanatary documents are presented or the withdrawn documents are returned within the last 15 days of the seat of the presentation, the seat shall be extended for a period equal to the one missing for the completion of the fifteen days.

3. If a government appeal has been filed, the time limit shall begin to be counted from the date on which the Registrar is notified of the appropriate resolution or, where appropriate, from the date on which the Registrar adopts the reform decision.

Article 40. Rebuilding the Log and Rectifying Errors.

1. Where, as a result of fire, flooding or any other disaster, the records of the Register are destroyed or in any part of the books, or where the consultation on the deterioration of the folios is extremely difficult. integrated, will proceed according to the following rules:

1. The Registrar, with the intervention of a member of the Governing Board of the College of Registrars or the corresponding territorial president, shall draw up a record in which they shall record the destroyed books or the folios impaired, and shall open a numbered file for each of the registered subjects, in which all the incidents of the reconstruction procedure shall be reflected.

2. The Registrar shall record the opening of the file by note to the margin of the last seat on the register in question of rebuilding and shall notify the General Directorate of the proceedings of the initiation of the procedure. Records and the Notary and each of the affected subjects affected.

If the record sheet has been destroyed in its entirety and it is not possible to extend the said marginal note, this circumstance shall be stated in the file.

3. In the notification, the subject shall be required to submit the new presentation of the securities which, at the time, would have resulted in the practice of the seats destroyed or damaged and which contain the note that they have been registered. In the absence of the titles originally registered, second or subsequent copies of the certificates may be provided where the prior registration of the securities may be recorded by means of the "Official Gazette of the Trade Register" or the computerised form of the register.

4. As the titles corresponding to the seats in question are presented, the Registrar shall reregister following the last seat played on the open sheet to the subject registered, shall assign to each of the new seats practised the order number which it had previously received and shall record in the registration record and in the footnote of the title a reference to the number of the reconstruction file in question.

5. Once all the seats included in the file are practiced, the Registrar will extend the corresponding closing diligence, which will notify the General Directorate of the Registers and the registered subject. In the same way, six months have elapsed since the notification to the registered subject of the beginning of the procedure and the titles referred to in Rule 3 have not been presented. In this case, the reconstruction of the Register will be subject to the general rules laid down in the mortgage legislation.

6. The file will be archived in the Register for six years, from the date of the closing diligence.

2. The rectification of the errors in the seats will be carried out by the procedures and with the requirements laid down in the mortgage legislation.

SECTION 2 OF THE PRESENTATION SEAT

Article 41. Opening diligence.

Each day, before the first filing seat is extended, and following the closing diligence on the last business day, the timely opening diligence shall be extended by expressing the appropriate date.

Article 42. Seat content.

1. When you enter any document that may cause any transaction, the appropriate filing seat will be extended in the corresponding Journal.

Private applications for the issue of certification shall not extend to the seat of presentation, except those submitted for the purposes of Article 19 of this Regulation.

2. Extended the seat of presentation, shall be recorded by note in the document on the day and time of the presentation, and the number and volume of the Journal.

Article 43. Validity of the seat.

The validity of the seat of filing shall be two months from the date on which it was practiced. The seat of presentation of the annual accounts, as provided for in Article 367, shall be valid for five months.

Article 44. Presentation time.

Registrars will only admit the filing of documents during the opening hours of the Registry. However, they may execute the other operations of their office outside of them.

Article 45. Subject of the presentation.

1. Anyone who submits a registration document to the Trade Registry shall be considered a representative of the person who has the right or the duty to apply for registration.

2. The same rule shall apply to the submission of signed applications per person entitled to the practice of any other transaction.

Article 46. Presentation in Different Record.

If reasons of urgency or necessity are present, any of the licensors may request from the Commercial Registry or the Property of the district in which the document has been granted, that they be referred to the competent Mercantile Register, by Fax or similar procedure, the data necessary for the practice in this one of the corresponding seat of presentation.

Article 47. Operations of the Source Registry.

1. The Registrar to whom the action referred to in the preceding article is requested, after qualifying the presentable character of the document, shall extend in the Journal a seat of reference, giving the corresponding number, and then send to the competent Registry, by means of telefopia or similar procedure, all the information necessary for the practice of the seat of presentation, and also those who justify the jurisdiction of the Registry of destination, the number which corresponding to your Journal and its stamp and signature.

2. It shall then extend the footnote to the document, stating the operations carried out as well as the confirmation of the receipt given by the Registry of Destination, and shall return it to the person concerned for submission to the competent Registry, warning you that failure to do so within ten working days will expire the seat.

3. The acknowledgement of receipt, which shall also be made by means of a fax or similar procedure, shall be entered by means of a marginal note in the Journal and shall be filed in the relevant file.

Article 48. Operations of the Target Registry.

1. The Registrar who receives the communication from the Register of Origin, after qualification of his competence and confirmation of the reception, will extend the filing seat requested at the end of the day, immediately before the closing due diligence. If several telecopies are used, the seats shall be used in the order of their reception.

2. Within the period referred to in the second paragraph of the preceding Article, the person concerned shall submit the original document with the note indicated above, stating that presentation on a marginal note, from the date of which the qualification and dispatch deadlines.

Article 49. Differences in working time.

In the event that the Records of origin and destination have different opening and closing times of the Journal, only the operations referred to in the previous articles may be practiced during the hours that are common. The same criterion shall apply with respect to working days.

Article 50. Titles not susceptible to presentation.

Registrars shall not extend the presentation of documents which, in their form or content, cannot cause registration, or do not correspond to the constituency of their Registry.

Article 51. Presentation seat unit.

1. It shall not extend beyond a presentation seat even if the documentation consists of several pieces, or in its virtue different inscriptions or register operations must be made.

2. No additional documents shall be required in the presentation of the presentation, unless submitted by the present.

Article 52. Titles sent by mail.

1. The Registrar shall not be obliged to extend the seat of the title received by mail or similar procedure, except where they are referred to in Article 46 or by judicial or administrative authorities. However, it may extend the seat. Otherwise the document will be returned.

2. If the seat of presentation is practiced, the Registrar shall extend it at the end of the day by entering as a presentation to the sender of the document.

Article 53. Receipt of the title presented.

1. When the title is presented, receipt shall be given in which the class of title received shall be expressed, the day and time of its presentation and, where appropriate, the number and volume of the Journal in which the seat has been extended.

2. The receipt of the certificate shall be returned when the certificate is returned and, failing that, another proof of the refund may be issued.

Article 54. Withdrawal of title.

1. Extended the filing seat, the filing or the interested party may withdraw the document without any other note than the express one of having been filed.

2. Whenever the Registrar returns the title, it shall make in it an indication containing the date of the return and shall extend note to the margin of the seat of presentation, express of the return, signed by the representative or the person concerned when the Registrar will require it.

Article 55. Date of registration.

1. The date of the filing seat is considered to be the date of registration.

2. To determine the priority between two or more entries of the same date, it will be attended to the time of the presentation.

Article 56. Complaint resource.

If the Registrar refuses to extend the filing seat, the person concerned may refer in complaint to the General Directorate of the Records and the Notary, which, after his report, will resolve the matter.

Article 57. Enrollment note.

1. In the case of the seat, a note shall be made out on the margin of the seat, including the volume, the class, the number or the letter of the seat and the number of the sheet. Similar note will be extended to the title, which will be returned to the interested party.

2. If the title inscriptions is to be filed in the Register, in accordance with the provisions of Article 32, the data subject shall be returned to the data subject, including the registrant's agreement with the original and the registration note refers to the previous section.

CHAPTER IV

From the rating and the resources

SECTION 1 OF THE CALIFICATION

Article 58. Scope of the rating.

1. The qualification of the Registrar shall be extended to the extremes referred to in Article 6 of this Regulation.

2. The Registrar will consider errors of legality in the extrinsic forms of the documents that are inscribed, those that affect their validity, according to the laws that determine their form, as long as they result from the documents presented. In the same way, it will appreciate the omission or the expression without sufficient clarity of any of the circumstances that must necessarily contain the inscription or that, not yet to be stated in it, have to be qualified.

Article 59. Nature and characters of the rating.

1. The qualification of the Registrar and, where applicable, the decision of the General Directorate of the Registers and the Notarized Notary on the use of a governmental appeal shall be limited to the effect of extending, suspending or refusing the principal seat requested.

2. The rating shall be global and unit. The rating note shall include all defects in respect of which the seat is refused or suspended.

The allegation of new defects prior to the registration will determine the disciplinary correction of the Registrar, unless the circumstances of the case are not met.

Article 60. Uniformity of qualification.

If a Commercial Registry is in charge of two or more Registrars, the uniformity of the qualification criteria shall be sought as far as possible.

Article 61. Term to qualify.

The qualification shall be verified within the time limits specified in Article 39 for the practice of the seats.

Article 62. Effects of the rating.

1. If the title does not contain defects, the requested seats shall be applied immediately, extending to the foot of that and at the margin of the seat of presentation the appropriate note of reference.

2. If the title includes a number of facts, acts or businesses which are independent of each other, the defects which the Registrar has made in one of them shall not prevent the registration of the other, and must be carried out in respect of the other. requested seats.

3. If the qualification gives the title defects which prevent its registration, the certificate shall be entered in a note dated and signed by the Registrar, in which all the observations shall be clearly expressed, succinct and reasoned, indicating whether they are subsainable or insubsainable, as well as the provision in which it is founded or the jurisprudential doctrine in which it is protected.

This note shall be extended to the title and reproduced on the margin of the seat.

4. If the defects imputed to the title are subsable, the Registrar shall suspend the registration and shall extend, at the request of the person concerned, a preventive annotation which shall expire two months after its date.

5. If the defects are insubsainable, the registration shall be refused without the possibility of preempting it.

Article 63. Partial registration of the title.

1. If the defects invoked by the Registrar affect a part of the title and do not prevent the registration of the remainder, partial registration may be performed.

In particular, it will be understood that partial registration is possible without the clauses or defective stipulations, when these are merely potestative or when their omission in the registration is replaced by the rules legal.

2. If the partial registration is possible, the Registrar shall practise it provided that it has been provided for in the title or has been requested by the person concerned, in which case it shall be stated in footnote to the title and the margin. of the presentation seat.

Article 64. Defect healing.

1. The person concerned may, within the period of validity of the seat of presentation or the preventive annotation, remedy the defects observed.

If preventive annotation has been practiced, it will be converted, when appropriate, in enrollment.

2. Subsable faults, whatever their origin, may be subsated at the request of the person concerned with the signature placed in the presence of the Registrar or a notarized legitimation, provided that a public document or other means is not necessary. particularly suitable. The instance will be archived in the Registry.

Article 65. Cancellation of the filing seat.

After the expiration of the filing seat without having returned the withdrawn document, or extended preventive annotation, or subsated the defects, or filed a judicial or governmental appeal against the rating, cancellation shall be made by means of a marginal note.

SECTION 2 OF THE GUBERNATIVE RESOURCE

Article 66. Of the resources against the rating.

1. Against the qualification that you attribute to the title, any defect that prevents your registration may be subject to a governmental appeal.

2. The appeal shall not preclude the right of the persons concerned to go to the Courts of Justice in order to litigate each other on the validity of the qualified qualifications, in which case the provisions of Articles 66 of the Law Mortgage and 101 and 132 of its Regulation.

3. A government appeal within the term of validity of the seat of filing or, where appropriate, of that of the preventive annotation, shall be suspended until the day on which the final decision is taken.

Previous or subsequent seats of presentation relating to conflicting or related titles shall also be suspended.

In one and the other case, the suspension will be marked by the corresponding marginal notes.

Article 67. Legitimization.

The gubernatorial resource can be interposed:

(a) By the person in whose favour the registration is to be practised, by whom he has an interest in ensuring the effects of the registration and by whom he has known or in authentic form the legal or voluntary representation of some or other for such an object.

(b) By the Ministry of Public Prosecutor's Office, in the case of documents issued by judicial authority and which relate to matters in which it is to be a party in accordance with the laws.

c) By the Authorizing Notary, in any case.

Article 68. Object of the resource.

The appeal will be limited to issues directly related to the Registrar's qualification, without the possibility of being able to estimate requests based on other grounds or covered by documents not presented in time and form.

Article 69. Deadline and form of interposition.

1. The time limit for bringing an action shall be two months from the date of the rating note.

2. The appeal shall be made by means of a letter addressed to the Registrar, requesting the reform, in whole or in part, of the qualification, expressing the extremes of the note being challenged and the reasons on which the appellant is founded.

In writing, the documents qualified by the Registrar and, where applicable, the document certifying the representation of the appellant shall be accompanied only by original or duly substantiated documents.

Article 70. Registrar's decision.

1. The Registrar shall decide within a period of 15 days whether to reform in whole or in part the rating under appeal, or if it maintains it.

2. In case you access the reform, you will extend the requested seats.

3. In the event that it maintains all or part of the qualification, the Registrar shall decide by decision, which shall be clear, precise and consistent with the pretenses deducted; it shall reflect the facts alleged, the reasons for which the appeal is founded and the requests made; and shall set out the grounds of law in which it is protected.

If you appreciate a lack of legitimization in the appellant, the Registrar may limit the decision to this point.

4. In any event, the Registrar shall communicate his decision to the appellant within five days of the date on which it was adopted.

Article 71. Raised with the General Directorate of the Registers and the Notary.

1. The appellant, within one month of the date of notification of the decision of the Registrar for which he maintains, in whole or in part, his qualification, may formulate in writing addressed to the General Directorate of the Registers and the Notary allegations that he considers relevant, expressing the facts and grounds of law, and clearly and accurately setting the ends of the decision that are the subject of challenge.

This document shall be filed within the appropriate time limit in the corresponding Register, with the file being raised by the Registrar to the Directorate-General within the following five days.

By way of derogation from the foregoing paragraphs, the appellant may request in the interposition document that, once the decision has been taken by the Registrar maintaining the entire qualification, the Registrar shall, without further formalities, request the file to the Directorate-General.

2. The Directorate-General of the Registers and the Notary will be able to agree, in order to better provide, that the documents and reports that contribute to the best clarification of the requests made are attached to the file.

Article 72. Deadline for resolution.

The General Directorate of the Registers and the Notary will resolve the appeal within four months of the day on which the file is received. In the event that other documents or reports are requested for better provision, the time limit shall be computed from the date of incorporation of such documents into the file.

Article 73. Form of the resolution.

1. The resolution of the General Directorate of the Registers and the Notary shall be accommodated in its form to the rules contained in the third paragraph of Article 70.

2. In the last precedent in fact, the resolution shall express the defects definitively stated in the decision and the grounds of the decision.

3. In its operative part, the resolution shall order, suspend or refuse the registration, stating whether the document is or is not extended in accordance with the laws.

Article 74. Content and effects of the resolution.

1. If the resolution declares the registration, the Registrar shall practice it without the need to extend the new seat of presentation. The provisions of Article 59 (2) of this Regulation are hereby provided for.

2. If the decision declares that the defect is subsable, the defect may be remedied within 15 days of the date on which the Registrar has notified the person concerned about the transfer of the defect, unless the term of the seat is greater. or, where applicable, the entry of the annotation.

If the defect is not remedied in the term expressed, the Registrar shall automatically cancel the preventive annotations and marginal notes, and shall extend note to the margin of the filing seat with reference to the resolution relapse, to the cancellations made and the cancellation of the seat for the expiry of that period.

3. If the resolution declares the defect unsubsable, the Registrar shall automatically cancel the preventive annotations and the marginal notes practiced, and shall extend note to the margin of the filing seat with reference to the resolution relapse and to the cancellations made.

Article 75. Withdrawal of the gubernative resource.

The appellants may desist from the processing of the appeal at any time prior to their resolution, by writing to the Registrar or, where appropriate, to the General Directorate of the Registers and the Notary.

Article 76. Resource for doctrinal effects.

1. When the qualified documents have been registered under the remedy of the defects alleged in the Registrar's note, it may be possible to appeal to a native resource for purely doctrinal purposes.

2. That appeal shall be dealt with in accordance with the rules laid down in the preceding Articles.

However, the General Directorate of the Registers and the Notary, if it considers that the question raised is devoid of doctrinal interest, will communicate it to the appellant and file the appeal without further formalities. In another case, it will resolve it within a year.

CHAPTER V

From formal advertising

Article 77. Certifications.

1. The ability to certify the seats in the Register shall be exclusively for the Registrar.

Registrars may also certify documents filed or deposited in the Register.

2. Certification shall be the only means of proving the content of the seats in the Register.

3. The certificates must be obtained by writing directly, sent by mail or transmitted by telefopia or other similar procedure, and the Registrar must, in the latter cases, send the certificate by post. requested.

4. Certificates issued at the request of a judicial or administrative authority shall be extended or initiated in the same document upon request.

5. The certifications may be updated, at the request of the data subject, by other means extended below.

6. The certifications, duly signed by the Registrar, shall be issued within five days from the date of their application.

7. The certificates of concise seats shall comprise the part of the extensive to which they are transmitted, so that they themselves accredit the contents of the Register.

Article 78. Information note.

1. The simple information note, of all or part of the contents of the seats of the Registry, shall be issued by the Registrar with an indication of the number of sheets and the date on which they are extended, and shall bear their stamp.

2. The notes shall be issued within three days of their request.

Article 79. Computer query.

The business registers shall provide interested parties with the consultation of data relating to the essential content of seats by means of computer terminals installed for that purpose in the Register office.

Article 80. Referral to the Mortgage Regulation.

In all that is not provided for in this title, and to the extent that it is compatible, the Mortgage Regulation will apply.

TITLE II

From the enrollment of entrepreneurs and their actions

CHAPTER I

General provisions

Article 81. Subjects and acts of compulsory registration.

1. Registration in the Trade Register of the following subjects shall be compulsory:

a) The individual business vessel.

b) Commercial companies.

c) Mutual guarantee companies.

d) Credit cooperatives, mutual and insurance cooperatives and social welfare mutual societies.

e) Collective investment companies.

f) Economic interest groups.

g) Savings boxes.

h) The investment funds.

i) Pension funds.

j) The branches of any of the subjects listed above.

k) branches of foreign companies and other foreign entities with legal personality and profit.

l) Foreign companies that transfer their home address to Spanish territory.

m) Other persons or entities that establish the Laws.

2. In the open sheet for each of the subjects referred to in the previous paragraph, the acts or circumstances laid down in the Laws or in this Regulation shall necessarily be entered.

Article 82. Note warning.

Notaries who authorize documents subject to registration in the Commercial Registry will warn the licensors, in the document itself and specifically, about the enforcement of the registration.

Article 83. Deadline to request enrollment.

Except legal or regulatory provision to the contrary, the registration must be requested within the month following the granting of the documents necessary for the practice of the same.

Article 84. Administrative authorities.

1. Unless otherwise provided for in the special legislation, registration may not be made in the Commercial Registry of the subject intending to carry out activities whose inclusion in the object requires a license or administrative authorization, if not credited their procurement. The same rule shall apply to the registration of subsequent acts subject to a licence or administrative authorisation.

2. The registration shall include the appropriate reference to the corresponding licences or authorisations.

Article 85. Special registers.

1. Unless otherwise provided for in the special legislation, the prior registration in the Administrative Records for registration in the Trade Register shall not be necessary.

2. Once the registration has been carried out in the administrative register, the data of that person in the Mercantile Register shall be entered, upon application by the interested party, by means of a marginal note.

Article 86. Tax obligations.

1. No seat may be taken, except for the presentation, if it has not been justified in advance that the payment of the taxes corresponding to the act or contract intended to be entered or the document in question has been requested the virtue of which the registration is intended.

2. The first registration of all companies and entities in the register shall include their tax identification number, even if it is provisional.

CHAPTER II

From the enrollment of individual entrepreneurs

Article 87. Leaf content.

In the open sheet for each individual entrepreneur they will be entered:

1. The identification of the employer and his/her company, which will necessarily be the first registration.

2. The general powers, as well as their modification, revocation and replacement. The registration of the general powers for disputes or of those granted for the performance of specific acts shall not be compulsory.

3. The opening, closing, and other acts and circumstances relating to branches, on the terms prevented by Articles 295 and following.

4. Judicial statements that modify the capacity of the individual entrepreneur.

5. The appointment to supply, because of incapacity or incompatibility, to whom the guardian or legal representation of the individual entrepreneur is held, if his mention does not appear in the first registration of the same.

6. The matrimonial property, consent, opposition and revocation referred to in Articles 6 to 10 of the Code of Commerce and judgments given in the case of divorce, separation or invalidity marriage, or the intraining procedures of the individual employer, where they have not been recorded in the first registration of the individual employer.

7. The suspension of payments and bankruptcy, in accordance with the provisions of Articles 320 and following.

8. º In general, acts or contracts that modify the content of the seats practiced or whose registration provides for the laws or the present Regulation.

Article 88. Legitimization to request the first registration.

1. The registration of the individual employer shall be carried out at the request of the person concerned.

2. In the case of minors or disabled persons referred to in Article 5 of the Code of Commerce, the registration must be requested by the person who holds his or her legal representation or representation.

3. The spouse of the individual employer may apply for registration in the case and for the purposes of Articles 6 to 10 of the Code of Commerce.

4. The judicial or administrative authority may request registration in the cases provided for in this Regulation.

Article 89. Start of activity statement.

To practice the registration of the individual employer, it will be necessary to prove that the declaration of commencement of business activity referred to in Article 107 of Law 37/1988 of 28 December 1988 has been lodged. General Budget of the State for 1989.

Article 90. Circumstances of the first registration.

The first registration of the individual employer shall be expressed:

1. The identity of the same.

2. º The trade name and, if applicable, the label of its establishment.

3. The domicile of the main establishment and, where applicable, of the branches.

4. The object of your company.

5. The start date of your operations. Article 91. Registration in case of minors or disabled.

1. In the case of minors or disabled persons referred to in Article 5 of the Code of Commerce, their registration shall, in addition to the provisions of the foregoing Article, express the identity of the person who holds his or her legal representation or representation.

2. If the legal guardian or representation corresponds to persons who are legally incapable or incompatible for the exercise of the business in question, this circumstance shall be recorded, indicating the identity of those who have the unable or incompatible.

3. In order to express in the Register the continuation of the business activity referred to in Article 5 of the Code of Commerce, the name and last address of the deceased shall be entered, as well as the date and place of his death.

Article 92. Enrollment of married people.

In the case of married persons, the first registration shall, in addition to the circumstances of Article 90, express the following:

1. The identity of the spouse.

2. The date and place of celebration of the marriage, and the details of its registration in the Civil Registry.

3. The economic regime of the legally applicable marriage or the one resulting from capitulations granted and registered in the Civil Registry.

Article 93. Title sign-up.

1. The first registration of the individual employer, as well as the opening and closing of branches, shall be carried out by virtue of a declaration addressed to the Registrar, whose signature is extended or ratifies to him or is notarally legitimated.

In the case of the ship will be precise public writing.

2. The registration of the other circumstances of the individual employer's sheet shall be carried out by virtue of public deed, court document or certification of the Civil Registry, as appropriate.

3. The registration of the modification of any of the circumstances of the individual employer's sheet shall be carried out by virtue of the document of the same class as that required by the modified act.

CHAPTER III

From the enrollment of the Societies in general

SECTION 1. GENERAL PROVISIONS

Article 94. Leaf content.

1. In the open sheet for each company they must be compulsorily entered:

1. The constitution of the society, which will necessarily be the first inscription.

2. The modification of the contract and the social statutes, as well as increases and reductions in capital.

3. The extension of the duration of the duration.

4. The appointment and termination of administrators, liquidators and auditors. The appointment and termination of the secretaries and vicesecrears of the collective administrative bodies, even if they are not members of the same, shall also be registered.

The registration shall include both the members and, where appropriate, the alternates.

5. The general powers and the delegations of powers, as well as their modification, revocation and replacement. The registration of the general powers for disputes or of those granted for the performance of specific acts shall not be compulsory.

6. The opening, closing and other acts and circumstances relating to branches under the terms provided for in Articles 295 and following.

7. The transformation, merger, division, partial termination, dissolution and liquidation of the company.

8. The designation of the entity in charge of the keeping of the accounting record in the event that the securities are represented by means of account entries.

9. The suspension of payments and bankruptcy, and administrative intervention measures.

10. º Judicial or administrative decisions, in the terms set out in the Laws and in this Regulation.

11. º In general, acts or contracts that modify the content of the seats practiced or whose registration provides for the laws or the present Regulation.

2. This sheet shall also require the issuance of securities or other negotiable securities, grouped in emissions, made by public limited companies or entities authorised to do so, and other acts and circumstances relating to such securities. whose registration is legally established.

3. The registration of the admission and exclusion of any securities to trading on an official secondary market shall also be compulsory.

Article 95. Title sign-up.

1. The acts referred to in paragraphs 1 to 3 and 5. to 7. of paragraph 1 of the preceding article shall be entered in public deed for registration.

2. With regard to the acts referred to in paragraphs 4. and 9. of paragraph 1 and in paragraph 2 of that Article, as well as the acts relating to the delegation of powers, it shall be specifically provided for in this Regulation.

3. For the purposes of registration of the circumstances referred to in the third paragraph of the preceding article, certification shall be submitted by the Securities Market Rector Society in which they are admitted to trading, and as regards the The circumstances referred to in paragraph 8. of paragraph 1 of that Article shall be subject to the provisions of this Regulation.

4. The registration of the acts amending the content of the seats referred to in paragraph 11 of paragraph 1 of that Article shall be carried out on the basis of a document of the same kind as that required for the registration of the act to be amended.

Article 96. Seats after the provisional closure.

Practiced on the record sheet the closure referred to in Articles 276 and 277 of the Company Tax Regulation, only the seats ordered by the judicial authority or those to contain the acts which are necessary for the reopening of the sheet as well as those relating to the deposit of the annual accounts.

SECTION 2 OF THE DOCUMENTATION OF SOCIAL AGREEMENTS

Article 97. Content of the minutes.

1. The agreements of the collegiate bodies of the commercial companies shall be entered in the minutes, which shall be made out or transcribed in the corresponding document, with the following circumstances:

1. The date and place of the national territory or of the alien in which the meeting was held.

2. The date and the manner in which the call was made, except in the case of a universal assembly or assembly. If it is a General or Special Meeting of an anonymous company, the "Official Gazette of the Commercial Register" and the journal or newspapers in which the notice of call has been published shall be indicated.

3. The full text of the call or, if it is a universal assembly or assembly, the points accepted as the agenda of the session.

4. In case of Board or Assembly, the number of concurrent partners with voting rights, indicating how many do so personally and how many attend by representation, as well as the percentage of social capital that some and others represent. If the Board or Assembly is universal, the name of the assistants, which shall be followed by the signature of each of them, shall be recorded after the date and place and the order of the day.

In the case of collegiate administrative bodies, the name of the concurrent members shall be expressed, with the indication of those who attend personally and who are represented by another member.

5. A summary of the issues discussed and the interventions that have been requested to be recorded.

6. The content of the adopted agreements.

7. In the case of the Board or Assembly, the indication of the outcome of the votes, expressing the majorities with which each of the agreements was adopted.

If it is a collective management body, the number of members who voted in favour of the agreement will be indicated.

In both cases, and whenever requested by the person who has voted against, the opposition to the adopted agreements shall be stated.

8. The approval of the minutes in accordance with Article 99.

2. The decisions of the single partner shall be entered in the minutes, which shall be drawn up or transcribed in the relevant document, with the expression of the circumstances 1 and 6 of the preceding paragraph, as well as whether the decision has been taken personally or by means of representative.

3. The circumstances and requirements set out in this Regulation in respect of the minutes and their books and certifications shall be deemed to be required for the exclusive effects of the registration in the Trade Register.

Article 98. List of attendees at the Boards or Assemblies.

1. The list of assistants shall appear at the beginning of the minutes or shall be attached to it by means of an annex signed by the Registrar, with the President's approval.

2. The list of assistants may also be formed by means of a file or incorporated in computer support. In these cases, the appropriate identification diligence signed by the Secretary, with the President's Well-viewed, will be extended in the sealed cover of the file or the support.

Article 99. Approval of the minutes.

1. The minutes of the Board or Assembly shall be approved in the form provided for by the Law or, failing that, by the social deed. In the absence of any specific provision, the minutes shall be approved by the body itself at the end of the meeting.

2. The minutes of the collegiate body of administration shall be approved in the form provided for in the social document. In the absence of any specific provision, the minutes shall be approved by the body itself at the end of the meeting or at the next.

3. Once the record is approved, it will be signed by the Secretary of the organ or the session, with the "Well" of who has acted in it as President.

4. Where the approval of the minutes does not take place at the end of the meeting, the date and system of approval shall be entered in it.

Article 100. Special assumptions.

1. Where the law does not prevent the adoption of agreements by correspondence or by any other means guaranteeing its authenticity, persons with the right to certify shall, in the minutes of the agreements adopted, record the names of the partners. or, where appropriate, of the administrators, and the system followed to form the will of the social body concerned, with an indication of the vote issued by each of them. In this case, the agreements shall be deemed to have been adopted at the place of the registered office and at the date of receipt of the last of the votes cast.

2. In the case of agreements of the administrative body adopted in writing and without a session, it shall also be expressed that no member of that body has objected to this procedure.

3. Unless otherwise provided for in the case of social writing, the vote by mail shall be sent within 10 days from the date on which the application for the issue of the vote is received, without the value of the vote.

Article 101. Notarial minutes of the Board.

1. The Notary that would have been required by the administrators to attend the meeting of the Board and to raise the minutes of the meeting, will judge the capacity of the applicant and, except in the case of the Board or the Universal Assembly, will verify if the meeting has been called upon with statutory and statutory requirements, refusering in another case your ministry.

2. Once the requirement has been accepted, the Notary will be in place, date and time indicated in the notice, and will proceed to ensure the identity and charges of President and Secretary of the meeting.

3. The Board will ask the assembly if there are reservations or protests about the President's statements regarding the number of concurrent partners and the present capital.

Article 102. Specific content of the notarial act.

1. In addition to the general circumstances arising from the notarial legislation and the circumstances referred to as 1., 2. and 3. of Article 97 of this Regulation, the Notary shall attest to the following facts or circumstances:

1. From the identity of the President and Secretary, expressing their positions.

2. From the President's declaration to be validly constituted by the Board and the number of voting partners who are personally or represented and their participation in the social capital.

3. No reservations or protests have been made by the partners about the President's previous statements and, if not, the content of the statements, with the indication of their author.

4. The proposals put to the vote and the agreements adopted, with a literal transcript of some and others, as well as the statement by the President of the Board on the results of the votes, indicating the Statements relating to the statement of which the minutes have been requested.

5. of the manifestations of opposition to the agreements and other interventions when so requested, including the event of the event, the identification of the author and the general sense of that or its literal tenor if deliver to the Notary written text, which will be attached to the matrix.

The Notary will be able to excuse the review of the interventions that, in his opinion, are not relevant because of the lack of relationship with the issues discussed or with the ends of the agenda. When I appreciate the concurrence of circumstances or facts which may be constitutive of a crime, you may interrupt your action by stating in the minutes.

2. If the sessions are extended for two or more consecutive days, each day's meeting shall be recorded as distinct diligence on the same instrument and in chronological order.

3. In no case shall the Notary qualify the legality of the facts recorded in the instrument.

Article 103. Closure of the notarial act.

1. The diligence relating to the meeting, extended by the Notary in the act itself or, subsequently, in its study with reference to the notes taken on the place, will not need approval, nor will it be necessary to be signed by the President and the Secretary of the Board.

2. The notarial act shall have the consideration of the Board's minutes and, as such, shall be transcribed in the Company's Book of Proceedings.

Article 104. Preventive annotation of the notarial act request.

1. At the request of the interested parties, the application for the lifting of the notarial act of the Board by the minority provided for in the Law shall be pre-emptively noted.

The annotation shall be performed by virtue of the notarial requirement addressed to the administrators and effected within the legally established time limit for such application.

2. The preventive annotation shall not be registered in the Trade Register of the agreements adopted by the Board to which the seat refers if they do not appear in a notarial act.

3. The annotation shall be cancelled on a marginal note when the Notary's intervention on the Board is duly credited, or after three months have elapsed since its date.

Article 105. Other notarial minutes.

1. The provisions of this section are without prejudice to the notarial acts authorized for the finding of certain facts in the Juntas or Assemblies of Members, which shall be governed by the general rules contained in the legislation notarial.

2. However, where the presence of a Notary has been required in order to establish the minutes of the Board or the Assembly of Members, no other Notary may provide its services to verify the facts referred to in the previous paragraph.

3. Any notarial act that is not regulated in the foregoing articles shall not have the consideration of the Board's minutes.

Article 106. Book of minutes.

1. The society will be able to carry a book of minutes for each organ.

2. The record books, which may be of mobile sheets, must be legalized by the Commercial Registrar necessarily prior to their use, in the form provided for in this Regulation.

3. A new book of minutes shall not be legalised as long as the full use of the previous document is not credited, unless the subtraction of the document has been reported or recorded in the notarial act of loss or destruction.

SECTION 3 OF THE ELEVATION TO PUBLIC INSTRUMENT AND THE WAY TO ACCREDIT SOCIAL AGREEMENTS

Article 107. Elevation to public instrument of social agreements.

1. The lifting of the agreements of the General or Special Assembly or of the General Assembly or of the agreements of the collective organs of administration may be carried out on the basis of the minutes or the book of minutes, a notarial testimony of the same or certification of the agreements. It may also be carried out on the basis of the authorized copy of the minutes, where the agreements are entered in the notarial act.

2. All the circumstances of the minutes which are necessary to qualify the validity of the agreement shall be entered in the articles of elevation to the public of the social agreement. In this case, the Notary will testify in the writing of the notice of published notice or protocolate notarial testimony of the same.

Article 108. Persons empowered to raise the public instrument.

1. The lifting of social agreements to a public instrument corresponds to the person who has the right to certify them.

The decisions of the single partner, entered in the minutes under his or her signature, may be executed and formalized by the partner himself or by the directors of the company.

2. It may also be carried out by any member of the administrative body with an appointment in force and registered in the Trade Register, where they have been expressly empowered to do so in the case of social writing or in the meeting in which the have adopted the agreements.

3. The elevation to a public instrument by any other person will require the granting of the timely writing of power, which may be general for all types of agreements in which case it must be registered in the Mercantile Register. This procedure shall not apply in order to raise the social agreements to the public when the act or the notarial testimony of the social agreements is taken as the basis for it.

4. When the Commercial Registry has been closed due to the lack of the deposit of accounts, the person who raises the social agreements to an instrument will manifest this circumstance in the writing.

Article 109. Ability to certify.

1. The power to certify the minutes and the agreements of the collegiate bodies of the commercial companies corresponds:

(a) To the Registrar and, where appropriate, to the Deputy Secretary of the collegiate body of administration, whether or not he is an administrator. Certifications shall always be issued with the President's or, where appropriate, the Vice President of that body.

b) To the single administrator, or to any of the solidarity administrators.

c) Administrators who have the power of representation in the case of joint administration.

This section will be applicable to liquidators for administrators.

2. In the cases provided for in the previous paragraph, it shall be necessary for persons who issue the certification to be in charge at the time of issue. For the registration of the agreements contained in the certification, the certificate must have been registered, prior to or at the same time.

3. The power to certify the minutes of the decisions of the single member shall be the responsibility of the single member or, in the manner laid down in paragraph 1, of the directors of the company in force.

4. Agreements shall not be certified which do not consist of approved and signed minutes or notarial minutes.

Article 110. Certification of agreements of the Assembly of obligationists.

The power to issue the certificates of the minutes or the agreements of the Assembly of obligationists corresponds to the Commissioner.

Article 111. Certification issued per person not registered.

1. The certification of the agreement by which the holder of a certificate is appointed with a certificate, when it has been extended by the appointing authority, shall have effect only if there is a strong notification of the appointment to the previous holder, with charge registered, at the registered office of the Registry. The notification shall be completed and shall be made in any of the forms set out in Article 202 of the Notary Regulation.

The Registrar will not practice the registration of the certified agreements as long as fifteen days from the date of the filing seat.

In this period, the previous holder may object to the practice of the seat, if it justifies having filed a criminal complaint for falsehood in the certification or if it otherwise credits the lack of authenticity of the appointment.

If the complaint is credited, this circumstance shall be made on the margin of the last seat, which shall be cancelled after the latter seat has been resolved, without such an interposition preventing the registration of the agreements from being carried out. certificates.

2. The foregoing paragraph shall not apply where the consent of the former holder to the content of the certification is credited, by means of his signature entitled to such certification or in a separate document, or when it is established duly the judicial declaration of absence or death, the incapacitation or the death of that person.

3. The provisions of the preceding paragraphs shall also apply to the registration of the appointment of a certificate of appointment with a certificate of public elevation, carried out by the appointee, in accordance with the minutes or the book of minutes or of notarial testimony of the same.

Article 112. Content of the certification.

1. The agreements of the collegiate bodies of the commercial companies may be certified by literal transcription or by extract, except in the case of agreements relating to the modification of the deed or the social statutes, in which case it shall be prescriptive the literal transcription of the agreement. The certification shall include the date and the system of approval of the relevant minutes or, where appropriate, the agreements listed in the notarial act.

2. If the agreements have been entered in the Trade Register, all the circumstances of the minutes which are necessary to qualify the validity of the agreements adopted shall be entered in the certificate.

3. In the case of certification by extract, if the agreements were to be entered in the Trade Register, all the circumstances listed in Article 97 shall be entered in it, with the following particularities:

1. It shall be sufficient to express the total capital representing the shares of the participating members, or, where appropriate, the number of votes corresponding to their shares, the number of members being required to be indicated only where this is a determining factor for the valid constitution of the Board or Assembly or for the adoption of the agreement.

2. If the Board is universal, it will only be necessary to record such a character and that in the minutes the name and signature of the assistants who are members or representatives of them are listed.

3. It will not be necessary to collect in certification the summary of the matters discussed or to express, if necessary, whether or not there were interventions or oppositions.

4. In case of administrative organs it will not be necessary to specify how many attended personally or how many by representation.

5. It shall be recorded in the certificate that the list of assistants has been drawn up, if any, as well as the means used for this purpose.

4. In any case, the certification shall include the date on which it is issued.

SECTION 4 OF THE REGISTRATION OF SOCIAL AGREEMENTS

Article 113. Content of the enrollment.

The registration of social agreements shall express, in addition to the general circumstances of the seats referred to in Article 37, the specific content of the agreements, the date and the place in which they were adopted, as well as the the date and mode of approval of the minutes when it is not notarial.

CHAPTER IV

From the inscription of the public limited companies

SECTION 1 OF THE REGISTRATION OF THE CONSTITUTION

Article 114. Circumstances of the first registration.

1. The first registration of public limited liability companies must necessarily include the following circumstances:

1. The identity of the founding partner or partners. In the first case, an express reference shall be made in the registration record to the unipersonal character of the company.

In case of a successive foundation, only the identity of the promoters and the persons who grant the foundational writing will be recorded.

2. The contribution of each partner, as provided for in Articles 132 and following, as well as the actions, duly identified, awarded in payment.

3. The total amount, at least approximate, of the expenses of the constitution.

4. The statutes of society.

5. The identity of people who are initially charged with the administration and representation of society.

6. The identity of the auditors, if any.

2. In addition, the covenants and conditions which the members may be deemed to be appropriate in writing or in the statutes shall be entered in the register, provided that they do not object to the laws or contradict the principles of the anonymous company.

Article 115. Content of the statutes.

For registration in the Trade Register, the statutes of the public limited liability company shall express the particulars listed in the following articles.

Article 116. Name of the company.

1. The name of the company shall be entered in the statutes, with the indication 'Company Anonima' or its abbreviation ' S. A. ".

2. The name of the company must also comply with the general provisions contained in Articles 398 et seq. and the specific provisions laid down in the special legislation.

Article 117. Social object.

1. The social object shall be stated in the statutes by determining the activities that integrate it.

2. The legal acts necessary for the performance or development of the activities referred to therein may not be included in the social object.

3. In no case may the performance of any other trading activities be included as part of the social object nor shall any generic expressions of similar meaning be used.

Article 118. Duration of the company.

1. The statutes shall contain the duration of the company.

2. If a deadline is fixed and its commencement is not indicated, it shall start from the date of the writing of the constitution.

Article 119. Start of operations.

1. The statutes shall include the date or time when the company shall start its operations.

2. A date prior to the granting of the writing of the constitution may not be indicated, except in the case of transformation into a public limited liability company.

Article 120. Registered office.

1. The statutes shall state the domicile of the company, which shall be located in the place of the Spanish territory in which it is intended to establish the centre of its effective administration and management or its principal establishment or operation.

2. Save as otherwise provided in the statutes, the administrative body shall be competent to decide on the establishment, deletion or transfer of branches.

Article 121. Social capital.

1. The statutes shall determine the figure of the share capital, expressing it in pesetas.

2. Where appropriate, the part of the undisbursed value, as well as the circumstances referred to in Article 134, shall also be included in the statutes.

Article 122. Actions.

1. The statutes shall express the number of shares in which the share capital, its class or classes is divided, with the expression of the nominal value, number of shares and the content of the rights of each of the classes and, where within the same class multiple strings exist, the number of actions in each string.

2. It must also be expressed whether the shares are represented by securities or by means of annotations on account. Where they are represented by means of securities, it shall be specified whether they are nominative or bearer, the numbering of the shares which may be general, by classes or series and if the issue of multiple securities is provided for.

3. The fact that the titles have been printed and delivered or deposited shall be recorded on the margin of the corresponding registration. The seat shall be carried out on the basis of certification issued by the administrative body, with the signatures entitled, in which the titles which have been put into circulation are identified.

4. Where the shares are represented by means of a note, the designation of the entity or entities responsible for carrying out the Accounting Register and the incorporation of the shares shall be recorded by means of a seat of registration, in which the emission or emissions concerned are identified. Where the shares are admitted to trading on an official secondary market, the registration shall be carried out by means of certification issued by the Securities Clearing and Settlement Service. In another case, the registered title shall be constituted by certification of the agreement of the administrative organ of the company, with legitimate signatures, united to the acceptance of the company or agency of securities, which shall be credited in the form prevented in Article 142.

Article 123. Restrictions on the free transmissibility of shares.

1. Where the social statutes contain restrictions on the free transmissibility of the shares, they shall

express the nominee actions to which they affect and the content of the constraint.

2. Where the transmissibility of the shares is conditional upon the prior consent or authorization of the company, the reasons for refusing it shall be expressed in a precise manner. The statutes may not confer on a third party the power to consent or authorize the transfer.

3. Where a right of preferential acquisition is recognised in favour of all shareholders, belonging to a class, to the company itself or to a third party, the transmissions in which the preference exists shall be expressed in a precise manner.

4. Statutory clauses prohibiting the voluntary transmission of shares for a period of not more than two years from the date of the formation of the company may be entered in the Register.

5. Statutory restrictions by which the shareholder or shareholders who offer them as a whole shall be obliged to transmit a number of shares other than the one for which they apply for the same period shall not be registered in the Register. authorization.

6. Statutory restrictions which prevent the shareholder from obtaining the real value of the shares may not be entered in the Register. The provisions of the special legislation are safe.

7. The statutes may establish that the actual value is fixed by the auditor of the company and, if it is not, by the auditor who, at the request of any interested party, names the Commercial Registrar of the registered office.

8. The acquisition of shares which take place as a result of the awards made to the partners in the liquidation of the holding company shall be subject to the statutory scheme provided for the "mortis causa" transmission of such shares. actions.

Article 124. Management and representation of society.

1. The statutes shall include the structure of the body to which the administration is entrusted, determining whether it is attributed:

a) A single administrator.

b) To multiple administrators who act in solidarity.

c) Two administrators to act together.

d) To a Board of Directors, composed of a minimum of three members.

2. The statutes shall also include which administrators are conferred on the power of representation as well as their arrangements for action, in accordance with the following rules:

a) In the case of a single administrator, the representation power will necessarily correspond to this one.

(b) In the case of several solidarity managers, the power of representation corresponds to each administrator, without prejudice to the statutory provisions or to the agreements of the Board on the distribution of powers, which shall be a purely internal scope.

c) In the case of two joint administrators, the proxy power will be exercised jointly.

d) In the case of the Board of Directors, the representation power corresponds to the Council itself, which will act collegiately. However, the statutes may also confer the power of representation to one or more members of the Council on an individual or joint basis.

When the Council, by means of the delegation agreement, name one or more Delegates, the arrangements for its action shall be indicated.

3. In any event, the number of administrators shall be indicated or, at least, the maximum and minimum of the administrators, as well as the duration of their duties and the system of remuneration, if they have it. Unless otherwise provided in the statutes, the remuneration for the administrators shall be equal for all of them.

4. The enumerations of the authority of the administrative body which are entered in the statutes may not be entered in the Register.

Article 125. Date of closure of the social exercise.

1. The statutes shall set the date of closure of the social year, the duration of which may not be higher than the year.

2. In the absence of a statutory provision, the social year shall be understood to end on 31 December of each year.

Article 126. Operation of the General Board.

1. The statutes shall determine how the General Shareholders ' Meeting shall deliberate and adopt its agreements.

2. If no particular requirements are laid down for the extraordinary general Boards and for the special ones, they shall be understood to be governed by the rules laid down in the Law and in the social statutes for ordinary generals.

3. If the right of assistance to the Juntas is conditional upon the shareholder's early legitimisation, the manner and time limit for crediting the legitimation and, where applicable, the way to obtain the attendance card shall be expressed.

4. If the shareholder's ability to be represented in the Boards is limited, the content of the limitation shall be expressed.

Article 127. Ancillary services.

In the event that ancillary services are established, the statutes shall provide details of their arrangements, with the expression of their content, their free character or the form of their remuneration, the actions which have been brought about by the obligation of carry out them, as well as the consequences of their non-compliance and any applicable criminal clauses in that case.

Article 128. Advantages of founders and promoters.

In the event that special rights are established in favour of the founders or promoters of the company, the statutes will detail their regime, with the expression of whether or not they are incorporated in nominative titles, as well as the limitations to the free transmissibility of the same as may be established.

SECTION 2 OF THE REGISTRATION OF THE SUCCESSIVE FOUNDATION

Article 129. Deposit of the foundation programme and information leaflet.

1. In the successive foundation the promoters are obliged to present for their deposit in the Commercial Register of the registered office, a printed copy of the program of foundation and the information booklet, accompanied by the document of your prior deposit with the National Securities Market Commission.

2. Within 15 days of the date of the filing seat, the Registrar shall qualify under his/her responsibility if the documents presented and their contents are legally required and if they are signed by the established persons. by the Law. If you do not appreciate defects, you will have the deposit, practicing the corresponding note in the Journal. Otherwise, it shall proceed in accordance with the provisions of the defective titles.

3. Upon deposit, the Commercial Registrar shall transmit the notice corresponding to the Central Mercantile Registrar for immediate publication in the "Official Gazette of the Commercial Register".

4. On the margin of the seat and at the foot of the copy or copies of the programme, if accompanied, note shall be made of the reference and the file. This note will be sufficient to request the legalization of the record book.

5. The announcement will make public the deposit of the indicated documents, the possibility of their consultation in the National Securities Market Commission or in the Commercial Registry itself, as well as an extract of its contents.

Article 130. Specific content of successive foundation writing.

1. In the succession foundation, the result of the public subscription shall be recorded in the writing of the constitution by manifestation and under the responsibility of the comparescents, which shall be incorporated in the certificate of which he has acted as Secretary in the Constituent Assembly, with the President's Well-Seen.

2. The certification shall include the identity of each of the partners and the number and numbering of the shares allocated to them, as well as the amount of their disbursement and the cash or non-cash contributions made.

Article 131. Return of contributions.

Elapsed one year from the deposit of the foundation program in the Commercial Registry without having entered into the writing of constitution, the Registrar will forward to the Central Mercantile Registrar, for his immediate publication in the "Official Gazette of the Trade Register", an announcement that the subscribers may require the refund of the contributions made with the fruits which they would have produced, extending, outside the seat of presentation of the program, express note of the announcement referral.

SECTION 3 OF THE CONTRIBUTIONS

Article 132. Cash contributions.

1. When the contribution would be money, in the writing of constitution and increase of the capital, as well as in the scriptures in which the successive disbursements are established, the Notary will attest that the certification of the deposit has been exhibited and handed over of the corresponding amounts in the name of the company in a credit institution, certification that the Notary will incorporate to the writing. For these purposes, the date of the deposit may not be more than two months earlier than the date of the writing of the constitution or the date of the capital increase agreement.

2. The indication of the foregoing circumstances shall not be necessary in the event that the money has been given to the Authorising Notary for the purpose of constituting the deposit in the name of the company. The application for the deposit of the deposit shall be entered in the deed.

Within five working days, the Notary shall constitute the deposit in a credit institution, thereby stating in the parent deed by separate diligence.

Article 133. Non-cash contributions.

1. Where the contribution is non-cash, the goods or rights which are the subject of the contribution shall be described in writing, with the indication of their registration data, if they have them, the title or concept of the contribution as well as the value of each of the them.

If it is the contribution of an enterprise or commercial, industrial or service establishment, the registrable goods and rights shall be described in the deed and the value of the set or economic unit shall be indicated. contribution. The remaining assets may be related in inventory, which will be incorporated into the deed.

2. The report required for the case of non-cash contributions shall be incorporated into the articles of incorporation of the company or the increase in the share capital, with a notarial testimony in the Mercantile Register.

The registration shall include the name of the expert who has drawn it up, the circumstances of its designation, the date of issue of the report and whether there are differences between the value attributed by the expert to each of the goods which are the subject of non-cash contributions and which are attributed to them in writing. The Registrar will deny the registration when the value written exceeds the value attributed by the expert in more than 20 per 100. The same rule shall apply in cases of transformation, merger and division where the issue of the report by independent expert is required.

3. Where securities admitted to trading on a secondary official market are provided, the Commercial Registrar may designate as an expert to the Stock Exchange Rector Company in which those securities are admitted to trading, which shall issue a certification relative to the value of the same.

The certification of the governing company shall express the extremes specified in Article 38 of the Company Law and shall have the value of the report referred to in that Article.

Article 134. Outstanding disbursements.

1. Where the subscribed capital is not paid in full, it shall be indicated in the instrument of incorporation or increase in social capital if the outstanding disbursements are made in cash or by non-cash contributions.

2. In the latter case, the nature, value and content of future contributions shall be determined, as well as the form and procedure for making them, with the express reference of the time limit, which may not exceed five years, calculated from the date of the establishment of the the company or, where appropriate, from the respective capital increase agreement.

Unless otherwise provided, if the time to make the contribution would not have been impossible, its value in money would be met.

3. In the event that the outstanding disbursements are to be made in cash, the form and the maximum period in which the passive dividends are to be satisfied shall be determined.

Article 135. Successive disbursements.

1. Successive disbursements of the share capital shall be entered in the form of a public deed declaring the payment made, with the expression of the object of the contribution, of its value and of the subsequent total or partial release of each of the actions to be taken, accompanied by the documents supporting the reality of the disbursements, in the terms referred to in the preceding articles.

2. The identity of those who have satisfied the passive dividends shall not be required to be entered in the register unless they are not satisfied in money.

SECTION 4 OF THE REGISTRATION OF THE ACT OF SIGNING OF THE SHARES

Article 136. Signing of the stock titles.

The signature of the shares by one or more company administrators may be autograph or reproduce by mechanical means. In the latter case, prior to the entry into service of the securities, the notarial act by which the identity of the mechanically reproduced signatures with which they are printed in the presence of the registered office must be entered in the Register. Notary.

Article 137. Signature identity notarial act.

1. The notarial act referred to in the preceding article shall at least express the following circumstances:

1. The agreement or decision of the administrators to use such a procedure, and the designation of who or who they should sign.

2. The manifestation of the administrator or the administrators who are in need of all the actions to be the object of the signature, whose classes and numbers will indicate, are identical to the prototype of the titles they give to the Notary.

3. The legitimization by the Notary of the signatures mechanically reproduced in the prototype. The prototype will be protocoled with the notarial act.

2. The prototype before expressed may be replaced by a photocopy of one of the titles, in which it shall be stated by the Notary diligence of collation with its original.

SECTION 5 OF THE APPOINTMENT AND CESSATION OF ADMINISTRATORS

Article 138. Circumstances of the registration of the appointment of administrators.

In the registration of the appointment of the administrators, the identity of the appointed, the date of the appointment and the time and the position for which the member of the Board of Directors has been appointed shall be recorded. Administration.

Article 139. Appointment by co-optation.

The registration of an agreement of the Management Board concerning the appointment by one or more members of the Board of Directors shall contain, in addition to the circumstances referred to in the preceding Article, the the number of vacancies in existence before the Board of Directors has exercised the power of co-optation and the name of the previous holder, the period for which it was appointed, the date on which the vacancy and his/her vacancy occurred. cause.

Article 140. Appointment by the proportional system.

The registration of the appointment of a member of the Board of Directors by the proportional representation system shall, in addition to the particulars referred to in Article 138, express that circumstance, grouped shares with which the corresponding quotient, its nominal value, class and series, were formed, if there were several, and the numbering thereof.

Article 141. Acceptance of appointment.

1. The appointment of the administrators shall be entered as the acceptance of each of the designated persons is taking place, but the administrative body shall not be validly constituted until they have accepted a number of administrators to allow their effective action.

2. The date of acceptance may not be earlier than that of the appointment.

Article 142. Title sign-up.

1. The registration of the appointment of administrators may be carried out by means of certification of the minutes of the General Board or, where appropriate, of the Board of Directors in which they were appointed, issued in due form and with legitimate signatures notarially, by notarial testimony of such minutes or by authorized copy of the notarial act referred to in Articles 101 et seq.

If the appointment and acceptance have not been documented at the same time, the latter must be credited either in the form indicated in the preceding paragraph, or in writing by the designated firm with a notarized signature.

2. The appointment may also be registered by public deed certifying the circumstances of the appointment and acceptance.

Article 143. Appointment of the legal person administrator.

1. In the case of a legal person, the appointment of the person shall not be registered as long as the identity of the natural person designated by him as his representative for the exercise of the office's own functions is not recorded.

2. In the case of the administrator's re-election, the representative of the legal person appointed shall continue in the exercise of the office's own functions, as long as his replacement is not expressly provided.

Article 144. Period for the exercise of the position.

The registration of the appointment of the administrators shall indicate the period for which, in accordance with the statutory or statutory rules, they have been appointed.

Article 145. Expiration of appointment.

1. The appointment of the administrators shall lapse when the following General Meeting has been concluded or the legal term for the holding of the Board to be resolved on the approval of the accounts of the financial year has expired. previous.

2. The registration of the appointment of directors by the Board of Directors by means of co-optation of the shareholders shall expire after the conclusion of the General Meeting, immediately following the appointment, without the in the Register the approval by that Board of appointment of the co-opted administrator.

3. The Registrar shall record the expiry, by means of a marginal note, when he/she must practise a seat on the open sheet to the company or has been requested to be certified.

Article 146. Continuity of office of the Board of Directors.

1. Save as otherwise provided in the statutes, the President, the Vice-Presidents and, as the case may be, the Secretary and Deputy Secretary-General of the Board of Directors who are re-elected to the Board by agreement of the General Meeting shall continue (a) to carry out the duties which they have previously held within the Council without the need for a new election and without prejudice to the right of revocation in respect of such charges, which is the responsibility of the administrative body.

2. The above rule will not apply to the Chief Executive Officers or to the members of the executive commissions.

Article 147. Resignation and dismissal of administrators. Alternate administrators.

1. 1. The registration of the resignation of the administrators shall be carried out in writing of resignation from the office granted by the administrator and duly notified to the company, or by virtue of certification of the minutes of the General Meeting or of the Council of Administration, with the signatures entitled notarially, in which the presentation of such renunciation is recorded.

2. In the document under which the registration of the administrator's resignation is to be carried out, the date on which it has been produced must be recorded.

3. The registration of the cessation of the administrators by death or by a judicial declaration of death shall be practiced at the request of the company or of any person interested in the certification of the Civil Registry.

2. 1. Unless otherwise provided in the statutes, one or more alternate members may be appointed in the event that they cease for any reason one or more or all of them. Alternates shall meet at the time of their designation the statutory or statutory requirements to be appointed as an administrator.

2. In this case, in the registration of the appointment of administrators, the identity of the alternates shall be expressed and, if several have been appointed, the order in which they shall cover the vacancies that may occur. The registration shall not be performed without the acceptance of the alternates as such.

3. The appointment and acceptance of the alternates as administrators will be entered in the Commercial Register, in accordance with the general rules, once the end of the previous holder is recorded. If the statutes provide for a fixed term of office of administrator, the alternate shall serve for the period to be fulfilled by the person whose vacancy is covered.

Article 148. Separation of administrators.

The enrollment of the administrators ' separation will be practiced, according to their cause, by virtue of the following documents:

(a) If the separation has been agreed by the General Meeting or is produced as a result of the agreement to promote or to compromise the social action of responsibility, by any of the documents referred to in the Article 142.

(b) If the separation had been agreed upon by a firm judicial decision, by means of testimony to it.

SECTION 6 OF THE APPOINTMENT AND TERMINATION OF THE DELEGATED MEMBERS AND MEMBERS OF THE EXECUTIVE COMMISSION

Article 149. Registration of the delegation of powers.

1. The registration of an agreement of the Board of Directors concerning the delegation of powers to an Executive Committee or to one or more of the Delegates and to the appointment of the latter shall contain the particularised list of the powers delegated to it, or the expression that all the legal and statutory powers delegated to it are delegated. In the event of a number of delegated Directors being appointed, it shall be indicated which powers shall be exercised jointly and severally or, where appropriate, whether all the powers delegated to it are to be exercised in one or other form.

2. The powers granted by the General Board to the Council may be delegated to the Council only if they are expressly listed in the delegation agreement.

3. The scope of the power of representation of the delegated bodies shall always be that determined by Article 129 of the Law on Limited Companies in relation to the administrators.

Article 150. Acceptance of the delegation.

The registration of the delegation agreement of the powers of the Board of Directors and the appointment of the Chief Executive Officers or members of the Executive Committee may not be practiced as long as the acceptance of the persons designated to perform such charges.

Article 151. Title of the delegation.

1. The registration of the agreement of delegation of powers of the Board of Directors and of the appointment of the Chief Executive Officers or of the members of the Executive Committee, as well as of subsequent agreements to be modified, shall be carried out by virtue of the of public writing.

2. The acceptance of the delegation not entered in the writing, the agreements to be revoked by the delegation of powers granted, as well as the resignation of the delegates, may also be registered under the documents referred to in the Articles 142 and 147.

Article 152. Effects of enrollment.

Enrolled the delegation, its effects in relation to the acts granted from the date of appointment shall be rolled back to the time of its conclusion.

SECTION 7 OF THE APPOINTMENT AND TERMINATION OF AUDITORS

Article 153. Appointment of auditors.

1. In the registration of the appointment of the auditors of the company, both holders and alternates, their identity shall be entered, as well as the date and time for which they were appointed.

2. In the event that they were appointed by the Judge or the Commercial Registrar, it shall be expressly stated, indicating the person who requested the appointment and the circumstances in which his or her legitimation was founded.

3. For the registration of the auditor's revocation by the General Board before the end of the period for which he was appointed, it will be sufficient for him to express himself that he has mediated just cause.

Article 154. Extra regime for appointment and registration.

As not provided for in the previous article and to the extent that it is compatible, the provisions of Articles 138 et seq. of this Regulation shall apply to the auditors.

SECTION 8 OF THE PREVENTIVE ANNOTATION OF THE DEMAND FOR IMPEACHMENT OF THE SOCIAL AGREEMENTS AND THE SUSPENSION OF THE AGREEMENTS

Article 155. Preventive annotation of the demand for the challenge of social agreements.

1. The preventive annotation of the application for the challenge of social agreements adopted by the Board or by the Board of Directors shall be made when, upon application by the applicant and with the hearing of the company in question, the Judge, to his/her prudent arbitrio, so I will order it.

2. The Judge, at the request of the company in question, may make the adoption of the measure subject to the provision by the applicant of adequate caution to the damage which may be caused.

Article 156. Cancellation of the preventive annotation of the impeachment complaint.

1. The preventive annotation of the challenge of the challenge of social agreements shall be cancelled where the case is dismissed by a final judgment, where the claimant has withdrawn from the action or where the instance has expired.

2. The judicial testimony of the final judgment declaring the nullity of all or any of the contested agreements shall be sufficient for the cancellation of the preemptive annotation, the registration of such agreements and that of those other After they were contradictory to the statements of the judgment.

Article 157. Preventive annotation of the suspension of the contested agreements.

1. The preventive entry of final court decisions ordering the suspension of contested agreements, registered or registered, shall be carried out without further formalities in the light of those decisions.

2. The preventive annotation of the suspension of agreements will be cancelled in the same cases as the case concerning the demand for the impeachment of the social agreements.

SECTION 9 OF THE REGISTRATION OF THE MODIFICATION OF THE SOCIAL STATUTES

Article 158. Writing of the statutory modification.

1. In order to be registered, the public deed of amendment of the social statutes shall contain, in addition to the general requirements, the following:

1. º The literal transcription of the modification proposal.

2. The manifestation of the grants that the required report has been issued justifying the modification and its date.

3. º The literal transcription of the new wording of articles of the social statutes that are modified or added, as well as, where appropriate, the expression of the articles that are repealed or replaced.

2. The provisions of paragraphs 1 and 2. of the preceding paragraph shall not apply to agreements adopted in the Universal Board.

3. Where the amendment involves new obligations for the shareholders or affects their individual rights, the deed of amendment may not be registered without the consent of the persons concerned or in another independent (i) the consent of the minutes of the relevant social agreement which must be signed by those concerned.

Article 159. Disruptive modification write for an action class.

1. In the case of a modification that directly or indirectly damages the rights of a class of shares, it shall be expressed in the deed that the modification has been agreed, in addition to by the General Board, by the majority of the shareholders. belonging to the class concerned, either on a special meeting or on a separate vote at the General Meeting.

2. If the agreement has been adopted in a special meeting, the data relating to its convocation and constitution shall be included, expressing the identity of the President and the Registrar.

3. If the agreement has been adopted in a separate vote, the number of shareholders belonging to the class concerned which have been attended by the General Board, as well as the amount of the share capital of the concurrent, the agreement or the agreements of the class concerned and the majority with which they would have been adopted in each case.

Article 160. Registration of the replacement of the object and the transfer of the registered office abroad.

1. The registration of the replacement of the object or the transfer abroad of the registered office may be carried out only where, in addition to the requirements laid down in Articles 158 and 163, the statement of the managers that no shareholder has made use of the right of separation or, where appropriate, that the shares of those who have exercised it have been repaid or their amount has been entered, with an expression of the price reimbursed per share; The reduction of social capital by means of depreciation of shares.

2. The registration of the transfer abroad of the registered office shall include, in addition, details of the international convention on which the agreement is founded and its ratification, with the date and number of the 'Official Journal of the European Communities'. State " in which the text of the convention and the instrument of ratification would have been published.

Article 161. Reduction of capital by replacement of the object or transfer of the registered office abroad.

1. In the agreement of the General Board of replacement of the object or transfer abroad of the registered office, the reduction of the share capital shall be understood as necessary for the reimbursement of the shares of those who have exercised the right of separation of society.

2. Where a shareholder has exercised the right of separation within the legal period, the directors of the company shall, after the expiry of that period, publish the social capital reduction agreement in the 'Official Journal of the Register'. Mercantile " and in two newspapers of great circulation in the province in which the society has its domicile.

In the event that the creditors have exercised the right of opposition, the shares cannot be repaid until the company provides the necessary guarantees.

Article 162. Registration of the reduction of capital arising from the right of separation.

In the cases referred to in the previous article, if the right of separation has been exercised and there has been a consequent repayment of the shares, the registration of the replacement of the object or the transfer of the Foreign domicile should be practiced simultaneously with the reduction of the share capital, governed by its specific rules.

Article 163. Registration of the change of name or address, or of any modification of the social object.

1. For the registration in the Register of the change of denomination, the change of domicile, including the transfer within the same municipal term, or of any modification of the social object, the publication of the announced in two large circulation newspapers in the province or respective provinces.

2. Once entered in the Trade Register, the change of name shall be entered in the other registers by means of marginal notes.

Article 164. Circumstances of the enrollment.

In addition to the general circumstances, the new wording given to the articles of the statutes that are amended or added, as well as, where appropriate, the expression, shall be stated in the inscription of any statutory modification. of which they are repealed or replaced.

SECTION 10 OF THE REGISTRATION OF INCREASE AND REDUCTION OF SOCIAL CAPITAL

Article 165. Registration of the modification of the capital.

1. The increase or reduction of capital shall be entered in the Trade Register by virtue of public deed in which the relevant agreements and acts relating to their execution are found.

2. Under no circumstances may capital modification agreements which are not properly implemented be entered into.

Article 166. Writing of increased social capital.

1. In addition to the general requirements, in order to be registered, the amount in which it has been agreed to raise the figure of the share capital must be expressed, in addition to the general requirements, indicating whether the increase is made by the issuing of new actions or by elevation of the nominal value of the existing ones, as well as the content of the value.

2. If the increase in the share capital is carried out by issuing new shares, the deed shall also contain the following information:

1. The identification of the actions, in accordance with the rules contained in Article 122.

2. The conditions agreed for the exercise of the right of preferential subscription by the shareholders and, where appropriate, by the holders of convertible bonds, with the expression of the exchange ratio, the period of subscription and the way to exercise the right. The amount and terms of the disbursement shall also be entered and, if applicable, the circumstances provided for in Article 134.

In the event that, among the conditions of the increase, the possibility of an incomplete subscription would have been foreseen, it will be expressly stated.

Where there is no right of preferential subscription, as well as in cases of individual waiver of the exercise of this right by all or some shareholders or holders of convertible debentures, and in those of abolition The General Board shall, in whole or in part, be expressly indicated.

If the General Meeting has agreed to the total or partial deletion of the right of preferential subscription, it must be stated that the memory provided for by the Law has been duly elaborated and the precept has been issued report by the auditor, with the expression of the auditor's name and the date of his report.

3. The issue premium, if agreed, with expression of its amount for each new action that is issued.

3. If the increase in the share capital is carried out by an increase in the nominal value of the shares, it shall be expressed in the public deed that all the shareholders have given their consent to this mode of increase, except that it is made in full by to reserves or profits of the company. In addition, the amount and conditions of the disbursement shall be entered, as well as, where appropriate, the circumstances referred to in Article 134.

4. In writing it shall also be expressed:

1. º that the agreed increase has been fully subscribed, disbursed in the intended terms and awarded the shares to the subscribers or, if applicable, that the subscription has been incomplete, indicating the amount of the same.

2. That the payment of the premium, if agreed, has been fully satisfied at the time of the subscription.

3. The demonstration by the administrators that the provisions of Article 160 of the Law on Limited Companies have been completed and, where mandatory, all the procedures provided for in Article 26 of the Law 24/1988, 28 July, on the Stock Market.

4. The new wording of the articles of the social statutes relating to the figure of the share capital and the shares, with the indications referred to in Articles 121 and 122.

5. For the purposes of registration, the particulars relating to the increase agreement and its implementation, as referred to in paragraphs 1 to 4 of this Article, may be entered in separate scriptures.

Article 167. Authorised capital.

1. In the public deed granted by the administrators in use of the power to increase the capital delegated by the General Meeting, in addition to the circumstances referred to in the previous article, the full content of the agreement of delegation, the amount of the amount available in respect of the limit of the delegation and the amount remaining to be available.

2. In any event, the delegation shall be deemed to remain on its own terms as long as the time limit has not expired, even if the administrators change, and even if the Board decides after the delegation one or more increases in the capital social.

Article 168. Counter-value classes for the increase in social capital.

1. Where the counter-value consists of cash contributions, the public deed shall state that the shares previously issued are fully disbursed or, where appropriate, that the amount outstanding does not exceed 3 per 100 of social capital.

Insurance companies will indicate whether the previously issued shares are fully disbursed, and in the latter case they will express the outstanding portion of the disbursement.

2. Where the counter-value consists wholly or in part in non-cash contributions, the provisions of Articles 133 and 134 of this Regulation shall be observed.

3. Where the value of the contract is in the form of compensation for claims against the company, the public deed must express the name of the creditor or creditors and the date on which the credit or claims were incurred and, where appropriate, the document in which the the credit is liquid and payable or at least 25 per 100 of the claims to be made up are liquid, overdue and payable and the remaining maturity is not more than five years.

The auditor's certification shall be incorporated into the public deed, with the name of the auditor being recorded in the register, the date of the certification and the fact that the data relating to the auditor is stated to be accurate. credits contributed.

4. Where the value of the value of the goods in question consists of the conversion of reserves or profits which are already in the social heritage, the public deed must state that the increase has been carried out on the basis of a verified and approved balance sheet, date of the same and the name of the auditor and the date of the verification.

The balance sheet, together with the auditor's report, shall be incorporated into the deed, with the name of the auditor and the dates of verification and approval of the balance sheet recorded.

Article 169. Circumstances of the registration of capital increase.

In addition to the general circumstances, in addition to the general circumstances, it will be stated:

1. The amount of the increase.

2. The identification of new actions or the increase of nominal value experienced by the old ones.

3. The new wording of the articles of the statutes relating to capital and shares, with the indications referred to in Articles 121 and 122.

Article 170. Writing of social capital reduction.

1. In addition to the general requirements, the purpose of the reduction, the amount of the reduction, the procedure by which the company is to carry it out, shall be entered in the public deed for the reduction of the capital. the period of execution and, where appropriate, the sum to be paid to the shareholders.

2. If the reduction of the share capital is agreed upon by the amortisation of shares and the measure does not affect all of them, the public deed must also express that the reduction has been agreed, in addition to by the General Board, by the majority of the shareholders concerned, in accordance with Article 159.

3. In addition, the date of publication of the agreement in the "Official Gazette of the Trade Register" shall be expressed and copies of the newspapers in which the notice or copy of the agreement has been published shall be filed in the Register. same.

4. Where the law recognises the right of opposition to creditors, the deed shall also state the statement that no creditor has exercised his or her right or, in another case, the identification of those who have objected, the amount of his or her claims and the indication that they have been provided to the creditor's satisfaction or, where appropriate, to have been notified to the creditor of the provision of the security referred to in Article 166 of the Companies Act.

If the company has satisfied the credits, it shall be expressly stated.

5. Where the reduction of capital would have resulted in the return of contributions, the statement of the grantees shall be stated in the deed that the relevant reimbursements have been satisfied to the shareholders concerned.

6. In any event, the writing shall express the new wording of the articles of the social statutes relating to the capital figure and the shares, with the indications referred to in Articles 121 and 122.

7. The particulars relating to the agreement and its implementation may be entered in separate scriptures.

Article 171. Special arrangements for the reduction of capital.

1. If the reduction of the share capital by depreciation of the shares offered to the shareholders has been agreed upon, the deed shall indicate the "Official Gazette of the Commercial Register" in which the notice of the Proposal for the purchase and the copies of the newspapers in which they have been published or copies of them will be presented in the Mercantile Register.

2. If the reduction of social capital has been agreed to restore the balance between capital and the equity of the company, decreased as a result of losses, or in order to constitute or increase the legal reserve or reserves voluntary, public writing should express that the reduction has been made on the basis of a verified and approved balance sheet, indicating the name of the auditor and the date of the verification.

The balance sheet, together with the auditor's report, shall be incorporated into the deed, with the name of the auditor and the dates of verification and approval of the balance sheet recorded.

Article 172. Circumstances of the registration of the reduction of capital.

In addition to the general circumstances, in addition to the general circumstances, it will be stated:

1. º The amount of the reduction.

2. The identification of the shares that are amortised and, where applicable, the indication of the decrease in the nominal value experienced by the shares.

3. The new wording of the articles of the statutes relating to capital and shares, with the indications referred to in Articles 121 and 122.

Article 173. Legal redemption of shares.

1. In the registration of the final court ruling whereby the share capital is reduced by the depreciation of the shares themselves, the Judge or Court shall be expressed and the date on which it was given, and the operative part of the judgment shall be transcribed. such a decision, in which the new wording of the articles of the social statutes relating to the figure of the share capital and the shares, with the particulars referred to in Articles 121 and 122, shall necessarily be included.

2. If, by virtue of the judgment of the court, the share capital is less than the legal minimum, the Registrar shall suspend the registration and extend the provisional closing note until the processing deed is filed in the Register. increase of the share capital to the extent necessary or dissolution.

SECTION 11. ST OF THE ONE-PERSONALITY OVERLAY

Article 174. Enrollment of the one-person overcome.

1. The declaration of the acquisition or loss of the one-person character of the company, as well as the change of a single partner, shall be recorded in public deed which shall be entered in the Register. The public deed that documents the previous statements will be granted by those who have the power to raise the social agreements to the public, in accordance with the provisions of Articles 108 and 109 of this Regulation. If the shares are nominative, the notary will be shown the book-record of the shares, notarial testimony of the same in whatever is relevant or certification of its contents. If the shares are represented by means of account entries, it shall be incorporated in the certificate issued by the entity in charge of the keeping of the accounting record. If the shares are the bearer, the notary shall be shown the representative titles of the same or the provisional securities; if the securities or the securities have not been issued, the granting of the securities shall be recorded by the grantor under his responsibility with display of the title of acquisition or transmission.

2. The registration shall necessarily express the identity of the single partner, as well as the date and nature of the act or business for which the acquisition or loss of the single-person character or the change of a single partner would have occurred.

CHAPTER V

From the enrollment of limited liability companies

SECTION 1 OF THE REGISTRATION OF THE CONSTITUTION

Article 175. Circumstances of the first registration.

1. In the first registration of limited liability companies, the following circumstances must necessarily be stated:

1. The identity of the founding partner or partners. In the first case, an express reference shall be made in the registration record to the unipersonal character of the company.

2. The contributions that each partner carries out in the terms of Articles 189 and 190 and the numbering of the participating interests in payment.

3. The statutes of society.

4. The determination of the specific way in which the administration is initially organized, in case the statutes provide for different alternatives.

5. The identity of the person or persons who are initially charged with the administration and representation of the society.

6. The identity of the auditors, if any.

2. In addition, the covenants and conditions which the members may have judged appropriate to establish in writing or in the statutes shall be recorded in the register provided that they do not object to the laws or contradict the principles of the the limited liability company.

Article 176. Content of the statutes.

For registration in the Trade Register, the statutes of the limited liability company shall express the particulars listed in the following Articles.

Article 177. Name of the company.

1. The statutes shall state the name of the company, with the indication "Society of Limited Liability", "Limited Company" or its abbreviations " S. R. L. "or" S. L. "

2. The name of the company must also comply with the general provisions contained in Articles 398 et seq. and the specific provisions laid down in the special legislation.

Article 178. Social object.

1. The social object shall be stated in the statutes, determining the activities that make up the statutes.

2. The legal acts necessary for the performance or development of the activities referred to therein may not be included in the social object.

3. In no case may the performance of any other trading activities be included as part of the social object nor shall any generic expressions of similar meaning be used.

Article 179. Duration of the company.

1. Unless otherwise provided in the statutes, the company shall have an indefinite duration.

2. If a deadline is fixed and its commencement is not indicated, it shall start from the date of the writing of the constitution.

Article 180. Start of operations.

1. Save as otherwise provided in the statutes, social operations shall begin on the date of the writing of the constitution.

2. The statutes may not set a date prior to the date of the writing of the constitution, except in the case of conversion.

Article 181. Date of closure of the social exercise.

The statutes shall contain the date of closure of the social exercise.

Article 182. Registered office.

1. The statutes shall state the domicile of the company, which shall be located in the place of the Spanish territory in which the centre of its effective administration and management is situated, or in which it radiates its principal establishment or operation.

2. Save as otherwise provided in the statutes, the administrative body shall be competent to decide on the establishment, deletion or transfer of branches.

Article 183. Social capital.

The statutes will have to determine the figure of the social capital, expressing it in pesetas.

Article 184. Participations.

1. The statutes of the limited liability company shall express the number of shares in which the share capital is divided, the nominal value of the shares, their correlative numbers and, if they are unequal, the rights each attribute to the partners and the size or extent of the partners.

2. In the event of unequal rights, the shares shall be individualised by the number corresponding to them within the general correlative numbering and the rights they attribute shall be specified as follows:

1. When you grant more than one voting right, for all or some agreements, the number of votes will be indicated.

2. When granting rights that affect the dividend or the settlement fee, the amount of the dividend shall be indicated by means of multiples of the unit.

3. In other cases, the content and extent of the right attributed shall be indicated.

Article 185. Management and representation of society.

1. The statutes shall include the structure of the body to which the administration is entrusted, determining whether it is attributed:

a) A single administrator.

b) To multiple administrators who act in solidarity.

c) To multiple administrators to act together.

(d) A Board of Directors composed of a minimum of three and a maximum of twelve members.

2. The statutes may provide for different ways of organizing the administration of those expressed in the previous paragraph, attributing to the General Board the possibility of opting alternately for any of them, without the need for modification. statutory.

3. The statutes shall also specify which administrators the power of representation is conferred upon, and their arrangements for action, in accordance with the following rules:

a) In the case of a single administrator, the representation power will necessarily correspond to this one.

(b) In the case of several solidarity managers, the power of representation corresponds to each administrator, without prejudice to the statutory provisions or to the agreements of the Board on the distribution of powers, which shall be a purely internal scope.

(c) In the case of several joint administrators, the power of representation shall be exercised jointly, at least, by two of them in the form determined in the statutes.

d) In the case of the Board of Directors, the representation power corresponds to the Council itself, which will act collegiately. However, the statutes may also confer the power of representation to one or more members of the Council on an individual or joint basis.

When the Council, by means of the delegation agreement, names an Executive Committee or one or more Delegates, the arrangements for its action shall be indicated.

4. Where the statutes establish only the maximum and the minimum of administrators, the General Board shall determine its number. In the case of a Board of Directors, the minimum and maximum number of its components may not be less than three or more than twelve.

The statutes shall indicate the length of the term of office of the administrator if he is determined and the system of remuneration if he has it. Unless otherwise provided in the statutes, the remuneration for the administrators shall be equal for all of them.

5. In the event of a Management Board, the statutes shall lay down the arrangements for the organisation and operation of the Council which shall include the rules for convening and setting up the body and the way in which agreements shall be deliberated and adopted. by majority. The delegation of powers shall be governed by the provisions of public limited liability companies.

6. The enumerations of the authority of the administrative body which are entered in the statutes may not be entered in the Register.

Article 186. Operation of the General Board.

1. The statutes may provide that the notice of the General Meeting shall be made by means of a notice published in a given circulation journal in the municipality in which the registered office is situated, or by any procedure of communication, individual and written, ensuring the receipt of the notice by all the partners at the designated address or on the basis of the partner-register.

2. The statutes may not distinguish between first and second convocation of the General Meeting.

3. The partner may be represented at meetings of the General Meeting by any of the persons provided for in the Law and, where appropriate, in the statutes.

4. The representation shall comprise all the shares held by the represented partner and shall be conferred in writing. If I do not appear in public document, pursuant to Article 49 of Law 2/1995, of 23 March, of Limited Liability Societies, it shall be special for each Board.

5. Representation is always revocable. Personal assistance to the Board of the represented will have revocation value.

6. The statutes shall determine how the General Board shall deliberate and adopt its agreements.

Article 187. Ancillary social benefits.

1. In the event of the establishment of ancillary services, the statutes shall set out their rules, with the expression of their specific and specific content, as well as the free or paid character of the rules. In the event that they are paid, the statutes shall determine the compensation to be paid by the partners who make them, without being able to exceed in any case the value corresponding to the benefit.

2. The statutes may link the obligation to make ancillary services to the ownership of one or more specific social interests.

Article 188. Statutory clauses on the transmission of social contributions.

1. Any clauses that restrict the transmission of all or some of the social interests, without any limitations other than those established by the Law, will be inscribed.

2. The statutory clauses for which a right of preferential acquisition is recognised in favour of all or one of the partners, or a third party, shall be entered in the Trade Register when they accurately express the transmissions in respect of which the there is a preference, as well as the conditions of exercise of that right and the maximum period for making it.

3. The statutory clauses which impose on the partner the obligation to pass on their shares to the other partners or to third persons determined when circumstances clearly expressed and/or specifies in the statutes.

4. The acquisitions of social holdings which take place as a result of the awards made to the partners in the liquidation of the holding company shall be subject to the statutory arrangements for the transmission of the property. cause of such holdings.

SECTION 2 OF THE CONTRIBUTIONS

Article 189. Cash contributions.

1. Where the contribution would be in cash, in the writing of the constitution or increase of the capital, the Notary will attest that the certification of the deposit of the corresponding quantities has been exhibited and handed over in the name of the society in a credit institution, certification that the Notary will incorporate in writing. For these purposes, the date of the deposit may not be more than two months earlier than the date of the writing of the constitution or the date of the capital increase agreement.

2. The foregoing shall not be necessary in the event that the money has been given to the Authorizing Notary for it to constitute the deposit in the name of the company. The application for the deposit of the deposit shall be entered in the deed.

Within five working days, the Notary shall constitute the deposit in a credit institution, thus stating in the parent deed by separate diligence.

Article 190. Non-cash contributions.

1. Where the contribution is non-cash, the goods or rights which are the subject of the contribution shall be described in writing, with their registered data if they exist, the title or concept of the contribution, the valuation in pesetas attributed to them, and the numbering of the units allocated in payment.

If it is the contribution of an enterprise or commercial, industrial or service establishment, the registrable goods and rights shall be described in the deed and the value of the set or economic unit shall be indicated. contribution. The remaining assets may be related in inventory, which will be incorporated into the deed.

2. Where there are non-cash contributions which have been subject to an expert assessment pursuant to Article 38 of the Companies Act, the provisions of Article 133 (2) and (3) shall apply.

SECTION 3 OF THE APPOINTMENT AND TERMINATION OF THE ADMINISTRATORS AND AUDITORS

Article 191. Appointment of administrators.

The directors shall be appointed in the act of constitution of the company or by agreement of the General Meeting with the legal or statutory majority. The appointment by co-optation, or by the proportional representation system, shall not be accepted.

Article 192. Circumstances of the enrollment.

1. The names of the persons appointed and the date of appointment and, where appropriate, the period for which they would have been appointed and the position for which the member of the Council has been appointed shall be recorded in the register of the administrators ' appointment. Administration.

2. It shall apply to the registration of the appointment and termination of the administrators and auditors of the limited liability company as provided for in Articles 141 to 154 of this Regulation, except as provided in the paragraph the first paragraph of Article 142 (1) with regard to the appointment of administrators by the Board of Directors.

Article 193. Ability to opt.

The agreement by which the General Board exercises the power to opt for any alternative means of organizing the administration provided for in the statutes shall be entered in public deed and shall be entered in the Merchant Record.

SECTION 4. OF THE BOARD NOTARIAL ACT

Article 194. Record of the notarial record application.

1. Without prejudice to the general provisions of Article 104, the application for the lifting of the notarial act of the General Board of limited liability companies may be made on the basis of a marginal note in the Trade Register. provided that there is an agreement on the agenda which may be subject to registration or approval of the annual accounts.

2. The note shall be performed on the margin of the last registration at the request of the interested parties and by virtue of a notarial requirement addressed to the administrators and effected within the legally established time limit.

3. The company may object in the form expressed in the second and third paragraphs of Article 202 of the Notary Regulation, without prejudice to Article 203 of the same Regulation, to the company's own record of a requirement or in another independent, or in writing addressed to the Registrar and signed by the person with the power of representation, with a firm legitimated. In any of the cases, the company may object only by virtue of a certification which results in the ownership of the partner or the partner being not registered as in force in the partner book and, if applicable, that the company has not been aware of the acquisition of the relevant units. The opposition shall be filed in the Trade Register within five working days following the practice of the requirement. Filed this, the Registrar will deny the extension of the marginal note. In any event, the note may not be performed until the time limit has elapsed.

4. The agreements adopted by the Board to which the note relates shall be entered only if they are in the notarial act, which, as a consequence, shall be a necessary budget for the entry of the title or document in which those are formalized and for the deposit of accounts in the Mercantile Register.

SECTION 5 OF THE ENROLLMENT OF THE MODIFICATION

OF SOCIAL STATUTES

Article 195. Statutory modification write.

1. In order to be registered, the public deed of amendment of the social statutes of a limited liability company shall contain, in addition to the general requirements, a declaration that the call for the Board of Directors has been made include the extremes to be modified and the full text of the proposed amendment has been made available to the partners at the registered office.

2. Where the amendment involves new obligations for the partners or affects their individual rights, the writing of the amendment may not be entered without the consent of the persons concerned or affected or otherwise being established. It shall be expressly agreed to the minutes of the relevant social agreement, which shall be signed by those.

Article 196. Special modifications.

1. The registration of the statutory amending social agreements conferring on those who have not voted in favour of the right to be separated from the company shall comply with Articles 206 and 208.

2. The public deed of capital reduction in the cases of separation and exclusion of the partner shall express the amortised shares, the identity of the partner or partners concerned, the cause of the depreciation, the date of repayment or the entry, and the redrafting of the statutory precepts affected by the reduction of capital, which will be governed by its specific rules.

Article 197. Circumstances of the enrollment.

The registration of any statutory modification shall include, in addition to the general circumstances, those referred to in Article 164 and, where applicable, the second paragraph of Article 160.

SECTION 6 OF THE REGISTRATION OF THE INCREASE AND REDUCTION OF SOCIAL CAPITAL

Article 198. Writing of increased social capital.

1. In addition to the general requirements, the amount in which the social capital figure has been agreed to raise the amount of capital must be expressed in the public register of increase, indicating whether the increase is made by the creation of new units or by raising the nominal value of the existing ones, as well as the content of the value.

2. If the capital increase is made by the creation of new units, the writing shall also contain the following information:

1. The identification of the units in accordance with the rules contained in Article 184.

2. The conditions agreed for the exercise of the right of preferential assumption by the partners and the amount and conditions of the disbursement. If the General Board has agreed to the total or partial abolition of the right of preference, it must be stated in the writing that the proposal to abolish the right of preference, such as the right of choice, was included in the notice of the Board of Directors. the members to examine in the registered office the report drawn up for the purpose by the administrative body, stating, in addition, that the members of the Board have been made available to the partners at the time of the meeting. If the Board was held on a universal basis, or the partners have individually renounced the right of preference, it shall be expressly stated.

3. The premium, if agreed, with expression of its amount for each share created.

3. If the capital increase is carried out by an increase in the nominal value of the shares, it shall be expressed in the public deed that all the partners have given their consent to this mode of increase, unless it is made entirely from reserves or profits of the company.

4. In writing it shall also be expressed:

1. º that the agreed increase has been fully disbursed in the intended terms, and, in the cases of capital increase for the creation of new participations, the identity of the persons to whom they have been awarded, the numbering of the shares allocated to each of them and the fact that the ownership of the shares in the LibroRegistry of members has been recorded. If the capital increase has not been fully assumed within the time limit set for that purpose, it shall be expressly stated.

2. º That for the purposes of the exercise of the right of preference was made by the administrators a written communication to each of the partners and, if necessary, to the usufrutuarios registered in the Book-Register of partners. In another case, the "Official Gazette of the Commercial Registry" must be written in writing, in which, for this purpose, the announcement of the offer to take over the new shares has been published.

3. That the payment of the premium, if agreed, has been fully satisfied at the time of disbursement.

5. For the purposes of registration, the particulars relating to the increase agreement and its implementation, as referred to in the preceding paragraphs of this Article, may be entered in separate scriptures.

Article 199. Countervalue classes in the increase of social capital.

1. Where the counter-value consists of cash contributions, the provisions of Article 189 shall be observed.

2. Where the value of the value is wholly or partly in the form of non-cash contributions, the goods or rights to be provided shall be described in writing in the form provided for in Article 190, and shall be expressed in the Call of the Board was made available to the members the mandatory report of the administrators. If the non-cash contributions have been subject to an expert assessment, in accordance with Article 38 of the Companies Act, the provisions of Article 133 (2) and (3) shall also be observed.

3. Where the value of the contraguarantee consists of the clearing of claims against the company, the public deed must express the name of the creditor, the date on which the claim was made, the declaration that the creditor is fully liquid and enforceable and the a statement that at the time of the meeting of the Board of Directors, the administrators ' report was made available to the partners, which will be incorporated into the deed that document the execution of the agreement.

4. Where the counter-value consists in the transformation of reserves or profits already in the social patrimony, the public deed must express that the increase has been made on the basis of a balance approved by the General Board, referred to a date within the six months immediately preceding the date of the agreement that will be incorporated into the public increase deed.

Article 200. Circumstances of the registration of capital increase.

In addition to the general circumstances, in addition to the general circumstances, it will be stated:

1. The amount of the increase.

2. The identification of new units or the increase in nominal value experienced by the old ones.

3. The identity of the persons to whom the shares have been awarded in cases where the value of the capital increase consists of non-cash contributions, in the compensation of claims against the company or in the the transformation of reserves or profits.

4. The new wording of the articles of the statutes relating to capital and shares, with the indications referred to in Articles 183 and 184.

Article 201. Writing of social capital reduction.

1. For their registration, in addition to the general requirements, the purpose of the reduction and the amount of the reduction shall be entered in the capital reduction public deed.

When the reduction does not affect all the shares, it shall be expressed in the deed that all the partners have given their consent to this mode of reduction.

2. Where the statutes recognise the right of opposition, the writing shall also be expressed as:

1. A personal notification to creditors was made by the administrators. The notices in the "Official Gazette of the Commercial Register" and in a journal of the most circulation in the locality in which the address of the company, which for this purpose would have been published.

2. No creditor has exercised his right or, in another case, the identification of those who have opposed it, the amount of his claims and the indication that he has been provided guarantee or satisfied the credits.

3. Where the reduction of capital has been granted for the purpose of the return of contributions, the deed shall also be entered:

1. º The sum of money or the description of the goods to be delivered to the partners, as well as the declaration of the grants that the corresponding refunds have been made.

2. The identity of the persons to whom the whole or part of the social contributions has been restored or, where appropriate, the declaration by the administrative body that a reserve has been established benefits or free reserves for an amount equal to that received by the partners as a refund, except in the case provided for in Article 81 of the Law.

4. Where the reduction of capital is intended to restore the balance between the capital and the accounting assets of the company reduced as a result of losses, the public deed shall state that the reduction has been made with a balance sheet approved by the General Board, subject to its verification by the auditors of the company when it is required to verify its annual accounts and, if it is not, the verification shall be carried out by the auditor of the accounts that the administrators have to do with the effect. The balance sheet, which shall relate to a date within the six months immediately preceding the agreement and its verification, shall be written in the reduction write.

5. In any event, the writing shall express the new wording of the articles of the social statutes relating to the capital figure and the shares, with the indications referred to in Articles 183 and 184.

6. The particulars relating to the agreement and its implementation may be entered in separate scriptures.

Article 202. Circumstances of the registration of the reduction of capital.

In addition to the general circumstances, the registration of the reduction of the share capital shall be stated:

1. º The amount of the reduction.

2. The identification of the participating interests and, where applicable, the indication of the alteration of their nominal value.

3. The identity of the persons to whom the whole or part of the social contributions had been restored or, where appropriate, the declaration referred to in paragraph 3 of the previous article.

4. The new wording of the articles of the statutes relating to capital and shares, with the indications referred to in Articles 183 and 184.

SECTION 7. UNIPERSONALITY OVERLAY OVER

Article 203. Enrollment of the one-person overcome.

1. The declaration of the acquisition or loss of the one-person character of the company, as well as the change of a single partner, shall be recorded in public deed which shall be entered in the Register. The public deed which documents the foregoing statements shall be granted by those who have the power to raise the social agreements to an instrument in accordance with the provisions of Articles 108 and 109 of this Regulation, to the Notary as a basis for the granting of the book-registration of members, a notarial testimony of the same in what is relevant or certification of its contents.

2. The registration shall necessarily express the identity of the single partner as well as the date and nature of the act or business for which the acquisition or loss of the single-person character or the change of a single partner would have occurred.

SECTION 8 OF THE SEPARATION AND EXCLUSION OF LIMITED LIABILITY COMPANY PARTNERS

Article 204. Statutory causes of separation.

1. In the event that the social statutes establish causes for the separation of the partners other than those provided for in the Law, it must determine the way of proving the existence of the cause, the way of exercising the right of separation and the period for the the exercise of this right.

2. In order to register the introduction in the social statutes of a new cause of separation or the modification or deletion of any of the existing statutes, it will be necessary for the consent of all the partners to be recorded in public writing. or it appears in such a way as to express the consent of the minutes of the relevant social agreement, which must be signed by those.

Article 205. Exercise of the right of separation.

1. The agreements or facts which give rise to the right of separation shall be published in the 'Official Gazette of the Trade Register'. The administrative body may replace that publication with a written communication to each of the partners who have not voted in favour of the agreement or who are unaware of the fact that they do not give rise to the right of separation.

2. The right of separation may be exercised as long as one month from the date of publication or from the receipt of the communication referred to in the preceding paragraph.

Article 206. Registration of agreements that entitle the partner to separate from the company.

1. For the registration in the Commercial Register of the public deed which documents agreements which, according to the Law or the social statutes, give the partner the right to separate from the society, it will be necessary that in the same writing or in another later contains the date of publication of the agreement in the "Official Gazette of the Trade Register" or the date of the sending of the replacement communication of that publication to the partners who have not voted in favour, as well as the declaration by the administrators that no partner has exercised the right of separation within the prescribed period. The provisions of this paragraph shall not apply where the agreement has been adopted with the favourable vote of all the partners.

In the event that any partner has exercised that right, the provisions of Article 208 shall be provided.

2. The registration of the transfer abroad of the registered office shall include, in addition, details of the international convention on which the agreement is founded and its ratification, with the date and number of the 'Official Journal of the European Communities'. State " in which the text of the convention and the instrument of ratification would have been published.

Article 207. Statutory causes of exclusion.

1. In the event that the social statutes establish causes for the exclusion of the partners other than those provided for in the Law, they will have to determine them concretely and precisely.

2. In order to register the introduction into the social statutes of a new cause of exclusion or the modification or deletion of any of the existing statutes, it will be necessary for the consent of all the partners to be recorded in public It shall be expressly agreed to the minutes of the relevant social agreement, which shall be signed by those.

Article 208. Registration of separation or exclusion.

1. For registration in the Trade Register, the public deed in which the separation or the exclusion of the partner is recorded shall necessarily express the following circumstances:

1. The cause of the separation or exclusion of the partner and, in the event of exclusion, the agreement of the General Meeting or testimony of the firm judicial resolution, which shall be joined to the writing.

In the event that the excluded partner is a holder of a percentage equal to or greater than 25 per 100 of the share capital, this circumstance shall also be entered.

2. The actual value of the shares of the separated or excluded partner, the person or persons who have valued them and the procedure followed for that valuation, as well as the date of the auditor's report, in the event that the would have issued, which will join the writing.

3. The manifestation of the directors or liquidators of the company that the value of the shares has been repaid to the separate or excluded partner or entered in the amount, in the name of the person concerned, as a the term of the municipality in which the registered office is situated, accompanying the document certifying the entry.

2. For the purposes of registration in the Register of Public Records which document the separation or exclusion of one or more members, it shall be necessary for the reduction of the share capital to be recorded in the same or subsequent articles. expressing the amortised shares, the identity of the partner or partners concerned, the cause of the depreciation, the date of repayment or the entry, the amount to which the capital would have been reduced, as well as the new wording of the statutes that will be affected.

3. If the social statutes recognise the right of opposition of creditors in the event of the return of contributions, the repayment of the shares to the separate or excluded partner may not be effected until the time limit set for the exercise of this right. In this case, in the case of a public deed which documents the separation or exclusion of one or more members, the expression of the administrators or liquidators on the absence of opposition by the creditors or the identity shall be recorded. the amount of his/her credit and the guarantees that the company has provided.

CHAPTER VI

From the inscription of collective and community societies

SECTION 1 OF THE REGISTRATION OF SIMPLE COLLECTIVE AND COMMON SOCIETIES

Article 209. Circumstances of the first registration of the collective societies.

In the first registration of the collective societies, the following circumstances must necessarily be stated:

1. The identity of the partners.

2. The Social Reason.

3. The address of the company.

4. The social object, if it was determined.

5. The start date of operations.

6. The duration of the society.

7. The contribution of each partner, expressing the degree in which it is carried out and the value that has been given to the contribution or the bases according to which the support will be made.

8. The social capital, except in companies formed exclusively by members who have only contributed or have been obliged to provide services.

9. The partners to whom the administration and representation of the company are entrusted and the amounts that, if any, are assigned to each of them annually for their particular expenses. If it is a co-administrator appointed to intervene in the administration of a statutory manager, it shall be expressly stated, with the expression of the identity of the partners who have appointed it.

10 Other legal covenants contained in social writing.

Article 210. Circumstances of the first registration of the communities.

In the first registration of the comanditarian societies the same circumstances as mentioned in the previous article for the collective societies and, in addition, the following:

1. The identity of the business partners.

2. The contributions that each joint partner makes or is obliged to make to the company, with the expression of its value, in accordance with the provisions of Article 172 of the Code of Commerce, when they are not cash.

3. The system of adoption of social agreements.

Article 211. Partial termination.

The registration of the partial termination of the collective or community contract in the event that the statutory manager has caused the company's manifest injury, shall be verified by virtue of a judicial decision firm.

Article 212. Modification of the social contract.

1. Unless otherwise agreed, the consent of all the collective partners will be required for the modification of the social contract. With respect to the business partners, the provisions of the social contract will be available.

2. The registration of the acts and contracts by which a collective member transmits to another person the interest that he has in the company, or he replaces another partner in his place to carry out the positions and functions that to him correspond to the administration or social management, the consent of the other collective partners cannot be verified without the consent of the other collective partners.

SECTION 2 OF THE REGISTRATION OF THE COMANDARIAN COMPANIES BY SHARES

Article 213. Circumstances of the first registration.

In the first registration of the company's share-holding companies, the circumstances provided for in Article 114 must necessarily be stated, with the following details:

(a) In the name relating to the name, if this is subjective, only the names of the collective members may be included in it.

(b) In the words relating to persons who are responsible for the administration and representation of the company, they must include their status as collective members. (c) The name of the collective members shall be entered in the social statutes.

Article 214. Appointment and termination of administrators.

1. The appointment of administrators outside the constitutive act and the termination of the appointment shall be made on the basis of the documents referred to in Articles 142, 147 and 148.

2. However, where the cessation is a consequence of the separation, the rules on amendment of the statutes shall apply.

Article 215. Extra regime.

As not provided for in the foregoing Articles, the provisions of this Regulation relating to the public limited liability company shall apply to the joint venture company, to the extent permitted by its specific nature.

CHAPTER VII

From the transformation, merger and division of societies

SECTION 1 OF THE CORPORATE TRANSFORMATION

Article 216. Transformation public write.

For registration in the Commercial Registry, the public deed of transformation of a commercial company shall contain all the legal and regulatory particulars required for the formation of the company whose form is adopt.

Article 217. Transformation of a collective or commercial partnership or grouping of economic interest into a limited liability company or limited liability company.

1. The public service of the processing of collective, commercial or economic interest groups in a limited liability company or limited liability company may not be registered without the consent of all the partners having personal and solidarity responsibility for social debts. As for the comanditarian partners you will be willing to do the social writing.

2. If the company or economic interest group is transformed into a public limited company, the writing shall include the express expression of the licensors, under his responsibility, that the estate covers at least twenty-five percent of the capital, with the expression, where appropriate, of the outstanding liabilities and the form and time of the disbursements. In addition, the report of one or more independent experts on non-cash social heritage will be incorporated into the public deed.

If the society or economic interest group becomes a limited liability company, the writing will include the demonstration of the licensors, under their responsibility, that the assets cover the capital social and that it is fully disbursed.

In both cases, if the social creditors have expressly consented to the transformation, the licensors will express it in the deed under their responsibility.

3. To the deed shall be accompanied, for deposit in the Mercantile Register, the general balance of the closed society the day before that of the processing agreement.

Article 218. Transformation of civil society or cooperative into a limited liability company.

1. The public deed for the transformation of civil societies or cooperatives into a limited liability company may not be registered without the consent of all the partners of civil society or, where appropriate, the consent of all the partners who have in the cooperative some kind of personal responsibility for the social debts. In both cases, it will also be included in the deed, in addition, to the expression of the licensors, under their responsibility, that the estate covers the capital city and is fully disbursed and, if the social creditors have consented expressly the transformation, the licensors will also manifest it in writing under their responsibility.

2. In the case of a cooperative transformation, the writing shall also express the rules which have been applied for the adoption of the processing agreement, as well as the destination that has been given to the funds or reserves held by the institution. If the law applicable recognises the members of the right of separation, the deed shall also contain the relationship of those who have made use of the same and the capital they represent, as well as the final balance closed on the day before that of their grant.

3. A balance sheet of civil society or of the cooperative, closed on the day before the transformation agreement, shall be accompanied by the writing of the writing. In the case of cooperative transformation, the following documents shall also be accompanied:

(a) The certification of the corresponding Register of Cooperatives, in which the declaration of absence of obstacles to the registration of the transformation and, where appropriate, the literal transcription of the seats that have been to remain in force. The certificate itself shall state that the person in charge of the Register has extended the provisional closing note of the cooperative sheet which is transformed.

(b) If the legislation applicable to the cooperative which is transformed requires some form of written advertising of the processing agreement, the copies of the publications in which it has been carried out.

4. Once the cooperative's transformation has been registered, the Commercial Registrar shall inform the Registry of the Cooperativas of its own motion, so that the latter will proceed to the immediate cancellation of the seats of the company.

Article 219. Transformation of a public limited liability company or limited liability company into a collective or commercial partnership or a grouping of economic interest.

1. For the purposes of registration, the processing of a public limited liability company or a limited liability company in the form of a simple joint or a share or a group of economic interest shall be recorded in public deed granted by the company and by all partners who are able to respond personally to social debts.

2. If there are partners with the right of separation, the date of publication of the agreement in the "Official Gazette of the Trade Register" or, in the case of a change of limited liability company, shall be expressed in writing. sending the replacement communication of that publication to each of the partners who would not have voted in favour.

In addition, the identity of the partners who have made use of the right of separation within the relevant time limit and the capital they represent or, where appropriate, the declaration of the parties shall be expressed in the deed. administrators, under their responsibility, that no partner has exercised the right of separation within that period.

In the event that any partner has exercised the right of separation, if the capital reduction is documented in the same deed, the repayment of its shares or units or the entry of its shares shall be recorded in it. the amount and the date on which they were made, by expressing the shares or units which were amortised and the amount to which the capital was reduced, and the new wording of the articles of the statutes which would be affected by the reduction.

3. The writing shall be accompanied by the following documents for deposit in the Trade Register:

a) The balance sheet of the closed company the day before the date of the transformation agreement.

b) The balance of the closed society the day before the writing was granted.

(c) In the case of a transformation of a public limited liability company, copies of the journals in which the processing agreement was published when such publication was necessary.

Article 220. Transformation of public limited liability company into limited liability company.

1. For the purposes of registration, the transformation of a limited liability company into a limited liability company shall be recorded in public deed granted by the company, which shall include the following:

1. The date of publication of the agreement in the "Official Gazette of the Commercial Register" and in the corresponding newspapers, except that it was adopted with the favorable vote of all the partners.

2. The declaration that the representative shares of the shares have been cancelled and inused or, if they are represented by means of a statement of account, the statement that the entries have been cancelled in the corresponding accounting record.

3. The declaration that the assets are covered by the equity capital and that it is fully disbursed.

2. The writing shall be accompanied by the following documents for deposit in the Trade Register:

a) The balance sheet of the company closed the day before the transformation agreement.

b) The balance of the closed society the day before the writing was granted.

(c) The copies of the journals in which the agreement was published when such publication was necessary.

(d) In the event of cancellation of the notes, accreditative certification of the same issued by the body in charge of the accounting record that corresponds.

Article 221. Transformation of limited company into public limited liability company.

1. For the purposes of registration, the transformation of a limited liability company into a public limited liability company shall be recorded in public deed granted by the company, which shall include the following:

(a) If there are partners with separation rights, the date of publication of the agreement in the "Official Gazette of the Trade Register" or, where appropriate, the date on which each of the partners who did not vote in favour of the agreement was sent to the replacement communication of that publication.

b) The number of shares that correspond to each of the units.

(c) The identity of the members who have made use of the right of separation within the relevant time limit and the capital they represent or, where applicable, the declaration of the administrators, under their responsibility, that no partner has exercised the right of separation within that period.

In the event that a partner has exercised the right of separation, if the capital reduction is documented in the same deed, the repayment of its shares or the entry of its amount and the amount of the capital reduction shall be made. the date on which they were made, expressing the written holdings and the amount to which the share capital was reduced, as well as the rewording of the articles of the statutes which would be affected by the reduction.

d) The report of independent experts on non-cash social heritage.

2. To the writing, the balance of the closed society the day before the transformation agreement shall be accompanied, for its deposit in the Mercantile Register.

Article 222. Transformation of limited partnership into civil or cooperative society.

1. The transformation of a limited liability company into civil or cooperative society shall be recorded in public deed granted by the company and by all the partners who take over some kind of personal liability for the debts. social, where the following ends are included:

(a) If there are partners with the right of separation, the date of publication of the agreement in the "Official Gazette of the Trade Register" or, where appropriate, the date on which each of the partners who did not vote in favour of the agreement was sent to the replacement communication of that publication.

(b) The identity of the members who have made use of the right of separation within the relevant time limit and the capital they represent or, where applicable, the declaration of the administrators, under their responsibility, that no partner has exercised the right of separation within that period.

In the event that a partner has exercised the right of separation, if the capital reduction is documented in the same deed, the repayment of its shares or the entry of its amount and the amount of the capital reduction shall be made. the date on which they were made, expressing the written holdings and the amount to which the share capital was reduced, as well as the rewording of the articles of the statutes which would be affected by the reduction.

2. In addition, in the case of cooperative transformation in writing, the following shall be observed:

(a) The indication of the cooperative legislation that supports or permits the transformation, as well as the identification of the Register of Cooperatives to which the registration of the transformed society corresponds, shall be stated.

(b) The certification of the Trade Register shall be incorporated into which the declaration of absence of obstacles to the registration of the transformation and, where applicable, the literal transcription of the seats which have been established shall be incorporated. remain in force. In the certification itself, the Registrar shall state that he has extended note of provisional closure of the sheet of the society that is being transformed.

3. In the case of transformation in civil society, the deed shall be filed in the Register of Commerce to cancel the seats relating to the transformed company, accompanied by the balance sheet of the company closed on the day before the date of the date of the the processing agreement and the final balance sheet closed on the day before the date of the granting of the deed, which shall be deposited in the Register. Upon qualification of the deed, the Registrar shall extend the cancellation seat on the company's sheet, stating in the deed, proceeding to the publication of the transformation in the "Official Gazette of the Commercial Register".

4. In the case of transformation in a cooperative society, the writing shall be submitted for registration in the relevant Register of Cooperatives accompanied by the balance sheets referred to in the preceding paragraph.

Inscribed the transformation, the manager of the Register of Cooperatives will communicate it of trade to the corresponding Commercial Registrar, who will proceed to the immediate cancellation of the seats relative to the society transformed and to the publication of the transformation in the "Official Gazette of the Trade Register".

Article 223. Concurrent statutory modifications.

When the transformation is accompanied by a modification of the object, address, social capital or any other end of the writing, the requirements inherent in these operations shall be observed.

Article 224. Other transformation assumptions.

1. In the event that, if a legal provision is authorized, a non-commercial company shall be transformed into a commercial company, a commercial company shall be transformed into a non-commercial company, or a non-commercial company shall be transformed into another non-commercial company, the public deed shall be granted by the company and by all the partners who, by virtue of the transformation, are to assume any kind of personal responsibility for the social debts. In writing, all the legal and regulatory particulars required for the formation of the company to be adopted and, where appropriate, for the transformation of the affected company shall be expressed. In the absence of any regulatory provisions of the transformation, the provisions contained in this section will be replaced as soon as they are applicable.

2. The provisions of the preceding paragraph shall not apply to the processing assumptions regulated in this section.

Article 225. Circumstances of the enrollment.

In addition to the general circumstances, all required for the first registration of the company whose form is adopted as well as those relating to the right of the company shall be entered in the registration of the transformation. separation of the partners from the partners.

SECTION 2 OF THE MERGER AND DIVISION OF COMPANIES

Article 226. Repository of the merge project.

1. The administrators are obliged to submit to the Trade Register for each of the companies participating in the merger a copy of the draft terms of merger.

2. Within five working days following the date of the filing seat, the Registrar shall qualify exclusively if the document filed is the one required by the Act and if it is duly underwritten. If you have met these requirements, you will have the deposit, practicing the corresponding marginal notes in the diary and in the open sheet to the company. Otherwise it will proceed according to the provisions for the defective titles.

3. Upon deposit, the Registrar shall inform the Central Mercantile Registrar for its immediate publication in the "Official Gazette of the Commercial Register", the fact of the deposit and the date on which it took place.

4. The publication of the notice of the General Boards to be resolved on the merger shall not be made before the deposit has been made.

Article 227. Public Merge Write.

1. For registration, the merger shall be entered in public deed granted by all participating companies.

2. The writing shall contain separately from each of the intervening companies, in addition to the general circumstances, the following:

1. The manifestation of the licensors, under their responsibility, on the fulfilment of the provisions of Article 238 of the Law on Limited Companies and that have been made available to the partners and creditors documents referred to in Article 242 of that Act.

2. The statement of the respective licensors on the non-existence of opposition by the creditors and

obligationists or, where applicable, the identity of those who have opposed it, the amount of their credit and the guarantees that the company has provided.

3. The date of publication in the "Official Gazette of the Mercantile Register" of the merger project repository.

4. The dates of publication of the merger agreement in the "Official Gazette of the Mercantile Register".

5. The merger balance of the companies that are extinguished and, where applicable, the auditors ' report.

6. The full content of the merger agreement, as set out in the following article.

3. If any of the merging companies is bankrupt, the court ruling authorizing the company to participate in the merger shall be stated in the public deed.

Article 228. Content of the merge agreement.

1. The merger agreement must necessarily express the following circumstances:

1. The identity of participating societies.

2. The statutes governing the operation of the new company, as well as the identity of persons who are initially responsible for the administration and representation of the company and, where appropriate, the auditors. In the event of merger by absorption, the statutory amendments to be made shall be expressed.

3. The exchange rate of the shares/units and, where applicable, the additional compensation in money provided for.

4. The procedure whereby the shares or units of the companies that are extinguished will be redeemed, as well as the date from which the new shares or shares will entitle them to participate in the profits social and any peculiarities relating to this right.

5. The date from which the operations of the companies that are extinguished shall be deemed to be carried out for accounting purposes on behalf of the company to which they transfer their assets.

6. The rights to be granted in the acquiring company or in the new company to holders of special classes, holders of special interests and those with special rights different from the shares or units in the companies that are either extinged or, where appropriate, the options offered to them.

7. The advantages of any class that are to be attributed in the acquiring company or in the new company to the independent experts who have intervened in the draft merger, as well as to the directors of the companies which, where appropriate, have intervened in the draft terms of merger.

2. The circumstances mentioned above shall, where appropriate, be adjusted to the draft terms of merger.

Article 229. Participation in the merger of collective or joint societies.

1. If a collective or simple joint venture is involved in the merger, the writing must contain the consent of all the collective members. For the comanditarian partners, you will be willing to do the social writing.

2. If the new company or the acquiring company is collective or otherwise, the deed must be the consent of all the partners who, by virtue of the merger, are able to respond to the social debts in a limited way.

Article 230. Supporting documents.

For enrollment, the following documents will be accompanied to the merge write:

1. The merge project, except that it is deposited in the same Record.

2. The copies of the newspapers in which the meeting of the Board and the merger agreement had been published.

3. The report of the administrators of each of the companies involved in the merger, explaining and justifying the project.

4. The report or reports of the expert or independent experts on the draft merger and on the assets contributed by the companies that are extinguished, when they are compulsory.

Article 231. Qualification of the agreement with the registration record.

1. Where the Register of the new company resulting from the merger or the acquiring company does not coincide with the Register of the other companies participating in the merger, the registration of the merger may not be carried out without the record in the a note signed by the Registrar or Registrar corresponding to the registered office of the companies that are extinguished by declaring the absence of registration obstacles for the intended merger.

2. Identical note will extend the Registrar to the margin of the last seat of the corresponding society, with reference to the writing that motivates it.

3. Such marginal note shall entail the provisional closure of the company's sheet for the period of six months.

Article 232. Circumstances of the enrollment.

1. If the merger gives rise to the creation of a new company, the corresponding registration sheet shall be opened to the new company, with a first registration in which the particulars legally required for the establishment of the new company shall be collected. the company and other circumstances of the merger agreement.

2. If the merger is to be verified by absorption, the statutory amendments which have been produced and other circumstances of the merger agreement shall be entered in the open sheet to the acquiring company.

Article 233. Cancellation of seats.

1. Once the merger has been registered, the Registrar will automatically cancel the seats of the extinct companies, by means of a single seat, by literally moving the new ones to the new leaf.

2. If the companies that are extinct are registered in a different registry, the Registrar shall inform of their own initiative that they have registered the merger, indicating the number of the sheet, and the number of the records.

Received this trade, the Registrar of the domicile of the extinguished society will cancel by a single seat those of the society, referring, if necessary, the literal certification of the seats that must remain in force for its incorporation into the Register that has enrolled the merge.

Article 234. Communication to the Central Mercantile Registrar.

Each of the Commercial Registrars to which the companies participating in the merger correspond and, where appropriate, the corresponding to the new company resulting from the merger, shall forward to the Central Business Registrar, by separated, the data necessary for the publication referred to in paragraph 15 of Article 388.

Article 235. Public split-write.

1. In addition to the particulars referred to in Article 227, the division shall express, in addition to the particulars referred to in Article 227, the class of division, indicating whether or not the company is being extinguished and whether the companies are to be excluded. The recipients of the excision are newly created or existing.

2. The documents referred to in Article 230 relating to the merger shall be accompanied by the public deed.

Article 236. Registration of the division.

1. The registration of the division shall be governed, as appropriate, by the provisions of the preceding articles for the merger.

2. If the excision would result in the extinction of the company being spun off, the Registrar shall cancel the seats concerning this company, once the new companies resulting from the split in new leaf, or the absorption by companies have already entered existing in the sheets corresponding to the absorbing societies. If the companies participating in the division are registered in a separate register, the second paragraph of Article 233 shall apply.

3. In the case of partial division or segregation, once the segregation in the open sheet is entered into the segregating company, the competent Registrar shall register the new companies resulting from the segregation in new leaf, or the absorption by companies existing on the sheets corresponding to the absorbent societies.

Article 237. Communication to the Central Mercantile Registrar.

Each of the Commercial Registrars concerned by the companies participating in the division and, where appropriate, that of the new companies resulting from the division, shall forward to the Central Mercantile Registrar, separately, the data necessary for the publication referred to in paragraph 16 of Article 388.

CHAPTER VIII

The dissolution and settlement of companies and the closing of the registration sheet

SECTION 1 OF THE DISSOLUTION OF COMPANIES AND THEIR REACTIVATION

Article 238. Full dissolution.

1. The Registrar, on his own initiative, when he is required to take a seat on the open sheet to the company or has applied for certification, or at the request of any interested party, will extend a note to the margin of the last registration, expressing that the society has been dissolved, in the following cases:

1. º When the period of the duration of the society would have elapsed.

2. When a year has elapsed since the adoption of the capital reduction agreement of the public limited liability company, limited liability or liability for shares below the minimum established by the Law as the consequence of compliance with a legal standard, without the transformation or dissolution of the company being registered or the increase in social capital.

3. Where a year has elapsed since the date of repayment or the entry of the amount corresponding to the separate or excluded partner of limited liability company, with a reduction of the capital below the legal minimum, without having registered the transformation or dissolution of the company or the increase of the share capital.

2. In the cases referred to in the previous paragraph, the Registrar shall extend a note to the margin of the registration of the appointment of the administrators, expressing that they have ceased their position.

If the administrators become liquidators for establishing the law or the social statutes, the Registrar shall record it in the corresponding seat.

3. In the event of dissolution by the end of the term, the extension of the company shall not produce any effect if the corresponding agreement is filed in the Trade Register after the period of the company's duration has elapsed.

Article 239. Title sign-up.

1. The registration of the dissolution of public limited liability companies, limited liability and liability for actions for legal or statutory reasons other than the mere duration of the duration of the company, shall be applied in writing. public or judicial testimony of the final judgment for which the dissolution of the company would have been declared.

2. The registration of the dissolution of the collective societies and simple comanditarias shall be carried out by virtue of judicial testimony of the final judgment for which the dissolution of the company has been declared or by virtue of public deed, granted by all the collective partners. As for the comanditarian partners, you will be willing to do so in social writing.

3. In the event of the bankruptcy of the company or of any of the collective members, the registration shall be carried out by virtue of the testimony of the firm judicial decision declaring the bankruptcy.

4. In the event of death or judicial declaration of the death of a collective member, the registration shall be carried out on the basis of an instance to which the certificate of the Civil Registry or judicial testimony of the corresponding car is accompanied.

Article 240. Circumstances of the enrollment.

The registration of the dissolution shall include, in addition to the general circumstances, the cause which determines it, the cessation of the administrators, the persons responsible for the liquidation in the terms provided for in the article 243 and the rules which, where appropriate, have been agreed by the General Board or the assembly of members for the liquidation and division of the social haber.

Article 241. Preventive annotation of the dissolution of the company.

It may be possible to take preventive action against the demand for judicial dissolution of the company in accordance with Articles 155 and 156 of this Regulation.

Article 242. Reactivation of the dissolved society.

1. The inscription of the reactivation of the dissolved society will be practiced by virtue of the public deed that document the agreement of reactivation.

2. For registration in the Commercial Register, in addition to the general circumstances, the following shall be stated:

1. The manifestation of the grantor (s) that, if any, the cause of dissolution that prompted the respective agreement has disappeared and that the payment of the settlement fee has not begun to the members. If the company is anonymous, limited liability or shares/shares, it shall also be stated that the accounting assets are not lower than the share capital.

2. The date of publication of the reactivation agreement in the "Official Journal of the Trade Register" or the date of the written communication to each of the partners who have not voted in favour of the agreement, if the agreement is to give rise to the right of separation.

3. The statement of the licensors on the non-existence of opposition by the creditors and debenture holders or, where appropriate, the identity of those who have objected, the amount of their credit and the guarantees that they have lent to society.

4. The appointment of administrators and the cessation of liquidators.

SECTION 2 OF THE SETTLEMENT OF COMPANIES AND THE CLOSING OF THEIR REGISTRATION SHEET

Article 243. Appointment of liquidators.

1. The registration of the appointment of the liquidators, which may be simultaneous or subsequent to the dissolution, shall include the identity and the manner in which they are to exercise their powers. In the case of a limited liability company, those who are administrators at the time of the dissolution shall be converted into liquidators, unless otherwise specified in the social statutes or, when the dissolution is agreed, the appoint the General Board.

2. The appointment of liquidators without a time-limit shall be understood to be carried out for the entire settlement period.

Article 244. Appointment of financial controller.

In the registration of the appointment of the financial controller referred to in Article 269 of the Law on Limited Companies, his identity shall be stated, expressing the circumstances of his appointment.

Article 245. Title sign-up.

The appointment of liquidators or auditors shall be entered on the basis of any of the securities provided for the registration of the administrators or by virtue of judicial testimony of the final judgment by which they were established. appointed. The case provided for in Article 238 shall be saved.

Article 246. Global transfer of assets and liabilities.

1. Where there is a global transfer of assets and liabilities, the transfer shall be recorded in public deed issued by the transferring company and by the transferee or transferee.

2. In addition to the general circumstances, the following shall be recorded in the registration of the global assignment:

1. The date of publication of the agreement of cession in the "Official Gazette of the Commercial Register" and in a newspaper of great circulation in the place of the registered office. The notice shall state the right of the creditors of the transferring company and of the creditors of the transferee or transferee to obtain the full text of the transfer agreement, as well as the right of such creditors to oppose the transfer in the One month period.

2. The declaration of the transferring company on the non-existence of opposition within the period indicated by the creditors and the obligationists or, where appropriate, the identity of those who have opposed it, the amount of their credit and the guarantees provided by the transferee.

Article 247. Cancellation of the registered seats of the company.

1. If the extinct company is a collective or a simple commandary, the corresponding public deed on which the liquidators ' manifestation of the statutory and statutory provisions has been complied with shall be filed in the Register.

The final settlement balance and the relationship of the partners shall be incorporated into the deed, including the identity and the value of the settlement fee that would have been allocated to each of the partners.

2. If the company extinguished is anonymous, limited liability or shares/shares, the corresponding public deed in which the following statements of the liquidators are held shall be filed in the Register:

1. The final settlement balance has been approved by the General Board. If the company is extinguished out of limited liability, the liquidators shall state that the full report on settlement operations and the project of division between the partners of the resulting asset has also been approved. If the extinguishing company is anonymous or shares in stock, the public deed shall also state that the final balance sheet has been published in the 'Official Gazette of the Trade Register' and in one of the largest newspapers. circulation at the place of the registered office, crediting the date of the respective publications.

2. The time has elapsed to contest it, without any claims being made against it, or that the judgment that has been resolved has reached firmness.

3. The satisfaction of the creditors or the entry or assurance of their claims, with the expression of the name of the creditors to be satisfied and the amount of the amounts entered and the amounts of the insured persons, as well as the entity in which they were entered and which would have secured the payment of the unexpired claims.

4. The division between the members of the existing social haber, or who have been entered in deposit, at the disposal of their legitimate owners the unclaimed quotas, with the expression of their amount, and, where appropriate, has proceeded to the annulment of the actions.

3. The final balance of settlement shall be entered in the deed and, in the case of a limited liability company, the relationship of the members in which the identity is established and the value of the settlement fee which has been allocated to each of them. If the settlement fee is satisfied by the delivery of other social goods, they shall be described in the deed, with the indication of their registration data, if they have them, as well as the value of each of them.

4. The final settlement balance shall be entered in the register and, in the case of limited liability companies, the identity of the members and the value of the settlement fee which has been allocated to each of them shall be recorded. expressing that all seats relating to the company are cancelled.

5. With the deed, the trade books, correspondence, documentation and supporting documents relating to the traffic of the company shall be deposited in the Trade Register, unless the liquidators have assumed the duty of preservation of such books and documents within six years from the date of the seat of cancellation of the company, or stated that the company lacks them.

In the case of a deposit of books and documents, which must be related in writing or in an instance with a legitimized signature, the Commercial Registrar will be obliged to keep them for six years from the date of the seat of cancellation of the company.

Article 248. Active overcome.

1. In the event of the cancellation of goods or company rights, the liquidators shall grant public deed of the award of the additional fee to the former members, who shall submit to the Register of Companies in which the company It would have been registered.

2. Filed to register the deed, the Commercial Registrar, notwithstanding the cancellation made, will proceed to inscribe the value of the additional settlement fee that would have corresponded to each of the former partners.

3. Where the competent Judge has agreed to appoint a person to replace the liquidators for the conversion into money of the goods and duties referred to in the first subparagraph and for the award of the additional fee to the former partners, the Commercial Registrar, notwithstanding the cancellation made, shall proceed to register the appointment of that person by virtue of judicial testimony of the relevant resolution.

CHAPTER IX

From the enrollment of special societies

SECTION 1 OF THE REGISTRATION OF MUTUAL GUARANTEE SOCIETIES

Article 249. Leaf content.

In the open sheet for each mutual guarantee company, the annual amount of the subscribed capital shall be entered in addition to the acts listed in Article 94 in so far as they are compatible with its specific regulation.

Article 250. Circumstances of the first registration.

In the first registration of mutual guarantee companies, the following circumstances shall be indicated:

1. The identity of the partners.

2. The cash that each partner contributes or is obliged to contribute, indicating the number of social contributions attributed to it.

3. The statutes to govern the functioning of society.

4. The identity of people who are initially entrusted with the administration and representation of society.

Article 251. Legalization of books.

The book of members and the book containing the relationship of the guarantees granted by the company must be filed in the Register for legalization, which will be practiced in the terms established by the company. Regulation.

Article 252. Capital figure.

The mutual guarantee companies will submit annually in the Mercantile Registry, at the time they deposit their accounts, certification issued by their management body, with signatures that are legitimized, in which they are indicates the effective number of social capital at the end of the financial year. The certification shall be from a previous date in one month, at most, to the presentation of the accounts in the Register.

Article 253. Extra duty.

As not provided for in the preceding Articles, the entries concerning mutual guarantee companies shall be carried out in accordance with the provisions of their specific legislation and, in so far as they are compatible, by the rules on the registration of public limited liability companies contained in this Regulation.

SECTION 2 OF THE REGISTRATION OF CREDIT UNIONS, MUTUAL AND INSURANCE COOPERATIVES AND SOCIAL SECURITY MUTUAL SOCIETIES

Article 254. Leaf content.

In the open sheet for each of the credit unions and mutual and insurance cooperatives, they shall be entered in addition to the circumstances listed in Article 94, in so far as they are compatible with their specific provisions. regulation, the following:

1. The appointment and termination of the members of the Governing Board or of the Board of Directors and of the Director-General, as well as the delegation of powers held by the administrative body.

2. The temporary pool.

Article 255. Circumstances of the first enrollment.

In the first registration of credit unions and mutual and insurance cooperatives, the following circumstances shall be stated:

1. The identity of the founders or, if any, of the licensors.

2. The cash, property or rights that each founder provides, indicating his or her records, if any, the title or concept in which he makes the contribution and the value attributed to the non-cash contributions.

3. The entity's statutes.

4. The Identity of the Director or Directors General.

5. The legal covenants established by the founders.

Article 256. Title of the credit unions.

1. The first registration of the credit unions shall be carried out by virtue of public deed to which the mandatory authorization of the Ministry of Economy and Finance has been incorporated, and which is accompanied by accrediting certification of its registration in the corresponding register of the Banco de España.

2. The subsequent registration in the Register of Cooperatives of the Ministry of Labour and Social Affairs, or of the Autonomous Community, shall be recorded in the Commercial Register by means of a marginal note. This rule shall also apply to insurance cooperatives.

Article 257. Registration of social welfare insurance funds.

1. The registration of the social security mutual funds shall be governed by the foregoing articles to the extent that they are applicable to them.

2. The first registration shall include, in particular, the number of associates, which may not be less than the legally established minimum.

Article 258. Extra rule.

As not provided for in the preceding articles, the entries concerning credit and insurance cooperatives, as well as social security mutual funds shall be applied in accordance with the provisions of their specific legislation. and, in so far as they are compatible, by the rules on the registration of the public limited liability companies contained in this Regulation.

SECTION 3 OF THE REGISTRATION OF INVESTMENT AND REAL ESTATE INVESTMENT COMPANIES

Article 259. Leaf content.

In the open sheet to the investment companies or real estate investment companies, in addition to the circumstances listed in Article 94, they shall be included in so far as they are compatible with their specific rules, following:

1. The constitution, if any, of the Management and Audit Control Committee, as well as the appointment, revocation and termination of its members, with express indication of those who perform the duties of President and Secretary.

2. The appointment, if any, of a managing body or a depositary, as well as its replacement.

3. If this is a variable capital company, the amount of the subscribed capital shall be expressed annually.

Article 260. Commission of Control.

1. The establishment of the Control Board shall be entered in the form of a certification of the agreement of the General Board of the Company, issued in accordance with the rules of Articles 109 et seq. of this Regulation.

2. The appointment of President and Registrar and the other agreements of the Control Committee shall be entered in the form of a certificate issued by the Secretary with the approval of the President, whose signatures are entitled to a notarized legitimacy.

Article 261. Appointment of manager and depositary.

1. The appointment of the managing body and the depositary shall be carried out by virtue of public deed which includes the corresponding agreement of the General Board, stating that the designated person is registered in the Administrative Register of managing entities and collective investment depositories.

2. The registration shall express the powers entrusted to the managing body in order to manage the assets of the company.

3. The registration of the replacement of the managing or depository entity shall be verified by virtue of public deed.

Article 262. Capital figure.

The variable capital investment companies shall submit annually in the Mercantile Register, at the same time as they deposit their accounts, a certification issued by their management body, with signatures (a) a notarized legitimation, indicating the actual number of the registered capital subscribed at the end of the financial year. The certification shall be from a previous date in one month, at most, to the presentation of the accounts in the Register.

Article 263. Extra duty.

As not provided for in the preceding articles, the entries concerning collective investment companies shall be carried out in accordance with the provisions of their specific legislation and, in so far as they are compatible, by the rules on the registration of public limited liability companies contained in this Regulation.

SECTION 4 OF THE REGISTRATION OF ECONOMIC INTEREST GROUPS

Article 264. Leaf content.

In the open sheet to each economic interest group, in addition to the circumstances provided for in Article 94, they shall be entered in so far as they are compatible with their specific rules, the admission of new members to an indication, where appropriate, of the clause exempting them from the debts prior to it, as well as the separation or exclusion of the existing ones, and the transfer of shares or fractions of them between the partners.

Article 265. Circumstances of the first registration.

In the first registration of economic interest groups, the following circumstances shall be indicated:

1. The identity of the entrepreneurs or liberal professionals who constitute it.

2. The name of the group, which must be preceded or followed by the expression "Economic Interest Grouping" or "A.I.E.".

3. The object that, as an auxiliary economic activity to which the partners develop, is to perform the grouping.

4. The figure of the social capital, if it has, with numerical expression of the participation that corresponds to each member.

5. The duration and the start date of your operations.

6. The social address.

7. The requirements of convocation, forms of deliberation and majorities necessary to adopt the Assembly, if they were established in particular.

8. The structure of the administrative body, with an indication of the number of members that make up it or, at least, the maximum and minimum, as well as the requirements for the appointment and revocation of administrators and their regime of action.

9. The rules for determining members ' participation in economic results.

10. The causes of dissolution agreed.

11. Any other legal covenants that would have been stipulated.

Article 266. Membership, separation and exclusion of partners.

1. The registration of the admission of new members shall be practiced by virtue of public deed granted by the partner or partners that are incorporated and by the administrator empowered to do so by unanimous agreement of the members of the Assembly.

2. The separation of a partner to mediate a fair cause provided for in the contract shall be stated in public deed granted by the person concerned, in which the alleged cause and the feisty notification to the group are established.

The registration will not extend until fifteen days from the date of the notification, provided that there is no opposition from the group. If there is opposition, registration will be suspended until the courts decide, and preventive annotation can be taken for a period of one year.

3. For the purposes of registration, the exclusion of a partner for reasons provided for in the articles of association must be stated in public deed granted by the administrator authorized by unanimous agreement of the other partners, in which the cause of the case is expressed. alleged and the feisty notification to the excluded.

Enrollment will not extend until one month after the date of notification to the excluded partner. If the judicial challenge of the exclusion agreement is established within the prescribed period, the registration shall be suspended until the final judgment is given.

However, where the exclusion is due to the death or judicial declaration of death of the partner or within the time limit set, the registration may be applied on the basis of an instance in which the case is entered of the exclusion and shall be accompanied, where appropriate, by a certificate of the Civil Registry.

Article 267. Extra duty.

1. Subsequent entries, as soon as they contain acts of modification, transformation, merger, dissolution and liquidation of the group, shall be carried out on the basis of the same titles and with the requirements laid down for those of the companies. collective, unless otherwise specified by their specific legislation.

2. The registration of the appointment and termination of administrators and liquidators, as well as the powers they grant, modify or revoke, shall be governed by the general rules provided for in this Regulation for public limited liability companies.

Article 268. European groupings of economic interest.

The registration of European economic interest groups will be subject to the provisions on qualifications required and the circumstances to be expressed and, in general, on the registration of the European economic interest groups. entities are contained in the Regulation of the European Community 2137/1985 of 25 July 1985 and Law 12/1991 of 29 April of Economic Interest Groups.

The name of these groupings must be preceded or followed by the expression "European Economic Interest Grouping" or its acronym "EEIG".

Obligations issues will not be eligible.

Article 269. Change of address.

1. Where a European economic interest group whose registered office in Spain intends to transfer its registered office abroad, the transfer project, approved by unanimous agreement of all its members, must be entered in the Register. partners.

Two months after publication in the Official Gazette of the Commercial Registry, the sheet may be closed, provided that the Government's opposition is not included and the registration of the new domicile is credited.

2. Where a European economic interest group whose registered office is located abroad has agreed to transfer it to Spanish territory, it shall be opened in the Register corresponding to the new address, stating in the first registration of all the circumstances appearing in the foreign register and of compulsory registration in accordance with the Spanish legislation.

CHAPTER X

From the enrollment of other entities

SECTION 1 OF THE REGISTRATION OF SAVINGS BANKS

Article 270. Leaf content.

In the sheet open to each savings box, they will be entered:

1. The constitution of the same, which will necessarily be the first inscription.

2. The increase or decrease in the amount of the endowment fund and any other amendments to the statutes or regulations.

3. The appointment and termination of members of the Board of Directors, members of the supervisory board and, where appropriate, members of the executive committee.

4. The distribution of charges within the collegiate governing bodies.

5. The appointment and termination of the Director-General.

6. The appointment and termination of liquidators and auditors.

7. The granting, replacement, modification, and revocation of general powers.

8. The opening, closing, and other acts and circumstances relating to branches, on the terms prevented by Articles 295 and following.

9. The issuance of participatory quotas.

10. The issuance of obligations or other negotiable securities grouped in emissions and other acts and circumstances relating thereto, as provided for in Articles 310 and following, as soon as they become applicable.

11. The suspension of payments, bankruptcy and administrative intervention measures, in accordance with the provisions of Articles 320 and following.

12. The merger, division, dissolution and liquidation of the entity.

13. In general, acts or contracts that modify the content of the seats practiced or whose registration is provided for by the Laws.

Article 271. Circumstances of the first registration.

In the first registration of a savings box, the following circumstances will be stated:

1. The identity of the founders. If the foundation is carried out by a public entity, the name of the entity shall be sufficient.

2. The statutes and regulations to govern their operation, in accordance with the provisions of the following article.

3. The identity of persons who are initially charged with the administration and representation of the entity.

Article 272. Statutes.

For registration, the statutes of the savings banks must contain the following circumstances:

1. The name, in which the expression "Savings Box" must be included and, if applicable, "Monte de Piedad".

2. The address of the entity.

3. The activities that constitute your specific object.

4. The endowment fund account.

5. The governing bodies, in the terms set out in the following article.

6. The number of members to integrate the General Assembly and the system of their designation.

7. The determination of the functions that correspond to the Director-General, with an indication of the term of the term of office, the possibility or not of his/her re-election and of the age at which his/her will necessarily be retirement.

8. The rules that, if any, should govern the dissolution and liquidation of the entity.

9. The other legal rules or covenants that the founders agree to establish.

Article 273. Governing bodies.

The following circumstances shall be indicated in the reference to the governing bodies:

1. The number of members to be integrated by the Board of Directors and the Control Board and, where appropriate, the Executive Committee, or maximum and minimum of those members.

2. The term of duration of the charges, indicating whether or not you are re-elected.

3. The rules to govern partial refresh.

4. The competencies and faculties of each of the organs, with concrete expression of who the appointment of auditors corresponds to.

5. The call requirements, with an indication of the corresponding deadlines and the conditions of advertising.

6. The quorum of the constitution of the body, with distinction, if any, of first and second convocation, as well as the majorities necessary for the valid adoption of agreements.

7. The way to cover the vacancies that occur.

Article 274. Title sign-up.

1. The first registration of the savings banks shall be carried out by virtue of public deed.

2. The registration of the appointment of the Directors and the members of the Control Board shall be carried out by virtue of the certification of the General Assembly agreement, and that of the members of the Executive Committee by virtue of certification of the agreement of the Board of Directors, in both cases, the legitimate signatures must be found.

The distribution of charges within each collegiate body will be performed by virtue of certification of the body's own agreement.

3. The registration of the appointment of the Director-General shall be carried out by virtue of public deed, to which the documents of which the agreement of the Board of Directors and the confirmation of the General Assembly are to be incorporated.

Article 275. Preventive annotation of the proposed suspension of agreements.

1. Preventive entry may be made in the Trade Register of the agreements of the Control Committee for which the Ministry of Economy and Finance or, where appropriate, the Autonomous Community concerned, is proposed to suspend agreements. Board of Directors.

2. The annotation shall be performed under the certification of the Control Board, with a note that it has been submitted to the competent authority.

3. The preventive annotation shall expire within three months, from its date.

Article 276. Extra duty.

As not provided for in the preceding Articles, the entries relating to savings banks shall be made in accordance with the provisions of their specific legislation and, in so far as they are compatible, by the rules concerning the registration of public limited liability companies contained in this Regulation.

SECTION 2 OF THE REGISTRATION OF INVESTMENT FUNDS

Article 277. Competent registry.

Investment funds shall be entered in the Trade Register corresponding to the address of the managing body.

Article 278. Leaf content.

On the open sheet to each Mobilia Investment Fund, Money Market Asset Investment Fund and Real Estate Investment Fund, they will be enrolled:

1. The constitution of the fund, which will necessarily be the first registration.

2. The extension of the duration of the duration of the same.

3. The Management Regulation and its modifications.

4. The transformation, dissolution and liquidation.

5. The substitution of the managing body and the depository and the cessation of its activity, whatever the cause.

6. The admission to official listing on the secondary stock market, as well as its exclusion.

7. The intervention measures of the management entity agreed by the Administration, as well as the suspension of the subscription or redemption of the units.

8. º In general, acts and contracts that modify the content of the seats practiced or whose registration is provided for by the Laws.

Article 279. Register titles.

1. The first registration of the investment funds shall be carried out by virtue of public deed granted by the managing and depository entities, in which the registration of the funds shall be credited to the Registry of the managing and depository entities of the collective investment.

2. Admission to trading on an official secondary market, as well as the exclusion thereof, shall be made on the basis of the documents referred to in Article 95 (3) of this Regulation.

3. The registration of the replacement of the manager or the depositary shall be verified by virtue of public deed in which the event referred to in Article 281 is entered and the corresponding authorisation shall be incorporated. administrative.

Article 280. Circumstances of the first registration.

The first registration of an investment fund shall include the following circumstances:

1. The name of the same, which must be followed by the expression "Fund of Mobiliary Investment", in acronym F.I. M, or "Fund of Investment in Assets of the Monetary Market", in acronym F.I.A.M.M., or of any other according to the legislation applicable to the fund, as appropriate.

2. Your object, which will be limited to the activities outlined in the Law.

3. The equity of the fund at the time of its constitution, describing the contributions according to its nature and indicating the number of participations that make up the fund at the founding moment.

4. The identity of the managing company and the depositary.

5. The fund management regulation, which shall express all the circumstances referred to in Article 35 of the Collective Investment Institutions Act.

Article 281. Special modifications.

The registration of amendments to the management regulations affecting the investment policy, the determination of results and their distribution, the requirements for the modification of the contract or the regulation itself management, the conversion of the fund into society, the establishment or modification of the management fees and the repayment or deposit of securities, shall be carried out in accordance with the deed in which it shall be expressed, under the expression of the institutions the management and depository, which has been notified of the modification to the unit-holders so that, where appropriate, exercise their right to reimbursement, and that one month has elapsed since such notification.

Article 282. Forced dissolution.

1. In the event of cessation by any cause of the manager or the depositary in its activities, and after one year without a new entity taking up its duties, the fund shall be dissolved, with this circumstance recorded in the Register, a public deed granted by the manager or the depositary, as appropriate.

2. The registration of the dissolution shall include the cause of the cessation of its activities, the initiation of the settlement procedure and the appointment of liquidators.

Article 283. Cancellation of the sheet.

After the settlement, the open sheet shall be closed to the fund, upon presentation of the corresponding public deed of which the fulfilment of the requirements laid down in Article 47 of the Regulation of Collective Investment Institutions.

Article 284. Intervention measures.

Intervention and replacement measures affecting a management entity of investment funds, real estate investment funds or investment funds in money market assets, shall be entered in the the manager and on the leaves open to each of the funds he manages.

SECTION 3 OF THE ENROLLMENT OF PENSION FUNDS

Article 285. Competent registry.

Pension funds will be entered in the Commercial Registry of the managing body's domicile. They may also be registered in the Register corresponding to the address of any of the promoters.

Article 286. Leaf content.

In the open sheet to each pension fund you will be enrolled:

1. The constitution of the fund, which will necessarily be the first registration.

2. The integration agreements or the attachment of pension plans in the same, as well as their mobilization to another pension fund.

3. The appointment and termination of the members of the Control Board.

4. The delegation of the powers of representation of the fund to be carried out by the Control Commission in the managing body.

5. The modification of the operating rules of the fund, as well as the alteration of its open or closed nature.

6. The substitution of the managing body and the depository and the cessation of its activity, whatever the cause.

7. º Administrative measures affecting the managing body or its administrators, the pension fund or any of the plans integrated in it, or its control commissions, as provided for in the articles 326 and following.

8. The dissolution and liquidation of the fund.

9. º In general, acts and contracts that modify the content of the seats practiced or whose registration is provided for by the Laws.

Article 287. Circumstances of the first registration.

1. The first registration of a pension fund shall include the following

:

1. The name of the same, followed by the expression "Pension Fund" or, in short, F.P.

2. The identity of the sponsoring entity or entities and the managing and depository entities.

3. The open or closed nature of the fund, as well as the classes of plans that you can integrate.

4. The initial patrimony of the fund, if any, describing, where appropriate, the contributions made according to its nature.

5. The operating rules.

2. The registration record shall expressly state that the seat is implemented without prejudice to the provisions of Article 289 of this Regulation.

Article 288. Special register.

No post-regulated seat shall be practiced in the preceding article, as long as it does not extend to the same credentialed note of the registration of the fund in the appropriate Special Administrative Register.

Article 289. Expiration of enrollment.

Within four months of the date of the seat of incorporation of the fund, without having been credited with the registration in the Administrative Register or, where appropriate, the appropriate action against the resolution refusals, express or silent, shall expire that seat and may be cancelled ex officio on a marginal note. The interposition of the said resource shall be recorded on a marginal note.

Article 290. Enrollment of pension plans.

The inclusion of the pension plan integration agreements in the fund will include the following circumstances:

1. The identity of the promoter or promoters of the plan. If this is a collective promotion, the data necessary to identify the group shall be entered.

2. The characteristics and content of the plan and, where this is the only plan integrated into the fund, the identifying circumstances of the Control Commission, or, where appropriate, of the Commission promoting the plan, in accordance with set out in the following article.

Article 291. Circumstances of the appointment and termination of the members of the Supervisory Board and the replacement and resignation of the managing and depository entities.

1. The registration of the appointment or termination of the members of the Control Board of the Fund shall include the identity of the persons concerned and the term of the term of office, which shall not exceed four years.

2. The registration of the legal or voluntary replacement of the managing body or depository of a fund shall include the identity of the new entity, including the cause of the replacement and the guarantees which, if any, have been the replaced entity to respond to its management.

3. The registration of the waiver by the managing body or depository shall state that it does not have an effect until two years after the official notification to the Commission of the Control of the Fund. The date of such notification shall also be entered in the register.

4. In the registration of the cessation of the managing body or depository by dissolution, suspension of payments or bankruptcy, except for the special register which corresponds to or for another reason, the cause of the cessation shall be stated and the indication that the fund shall be dissolved if no new managing or depository entity is designated within one year. If the managing body ceases, it shall be expressed that the management is provisionally entrusted to the depositary. If the deposit institution ceases, it shall be indicated that the fund's financial assets and cash have been deposited with the Banco de España.

Article 292. Title sign-up.

1. The registration of the constitution, the modification of the operating rules, the replacement of the managing or depository entity, the delegation of powers of representation, the dissolution and liquidation of the fund, and the contract which determine the mobilisation of a pension scheme, shall be carried out under public deed.

2. For the other acts, certification of the agreement of the body or bodies concerned shall be sufficient, the signatures of which are notarially legitimised.

3. The power to certify and to raise to the public the previous acts shall correspond, for the purposes of the registration in the Mercantile Register, to the management body of the managing body in the terms laid down in Section 3 of Chapter III. of Title II of this Regulation.

Article 293. Supporting documents.

1. A public deed containing the modification of the rules of operation of a fund shall be accompanied by the prior administrative authorisation.

2. The public deed that collects the dissolution agreement or the settlement shall be accompanied by the documents attesting to the requirements of the advertising, audit and guarantee that the legislation of the pension funds prevents.

3. The writing reflecting the replacement of the managing or depository entity shall be accompanied, where appropriate, by the agreement of the Control Commission and the document certifying the acceptance of the new entity.

4. The certification certifying the integration of a pension plan into a fund will be accompanied by a copy of the plan and the corresponding actuarial opinion, which will be deposited in the Register.

5. Certification attesting to the resignation made by the managing or depository entity shall be accompanied by the reporting to the Fund Control Committee.

Article 294. Reference notes.

1. A pension fund shall be entered in the open sheet to the managing body and shall deposit a marginal note in which it shall be stated that it has assumed the status of the manager or depository of a fund and the particulars of the registration The registry of the fund.

2. If the managing body or depository is registered in a register other than that in which the fund has been registered, appropriate communications between the registrars shall be carried out.

3. In order to register the replacement of persons occupying the management bodies of the managing or depository entities, it must be demonstrated that such substitution has been notified to the Fund Control Committee.

CHAPTER XI

From the registration of branches and foreign entrepreneurs

SECTION 1 OF THE BRANCHES

Article 295. Notion of branch.

For the purposes of this Regulation, a branch shall mean any secondary establishment with a permanent representation and a certain management autonomy, through which all or part of the secondary establishment is carried out. activities of the company.

Article 296. Competent registry.

1. The opening of branches must first be registered in the open sheet to the company. Subsequently, it shall be the subject of separate registration in the Trade Register corresponding to the address of the branch.

2. Where the registered office of the branch is situated in the same province where the company's registered office is situated, the opening of the branch shall only be entered on the sheet open to the company.

However, when the Registrar considers it necessary for greater clarity of the seats, he may open his own sheet in the same Register to the various branches of the same registrant.

Article 297. Circumstances of the inscriptions.

1. In the case of the registration, the establishment of the branch shall be recorded on the sheet open to the company, with the indication of:

1. º Any mention that, if any, identifies the branch.

2. º The address of the same.

3. The activities that, if any, would have been entrusted to you.

4. The identity of the appointed representatives on a permanent basis for the branch, with the expression of their faculties.

2. The first entry of the open sheet to the branch shall include, in addition to the foregoing circumstances, the identity of the company and the name or social name of its administrators, with an indication of the ostenten.

Article 298. Succession of inscriptions.

1. Once the branch has been opened on the company's sheet, the branch shall request a certificate of the registered registration and of the administrators whose office is in force, and shall submit it in the Register in whose constituency the office is located. branch, in order for the first registration of the branch to be practised.

2. The Registrar corresponding to the address of the branch, after the first registration, shall forward to the Central Mercantile Registrar the data to be published in the Official Gazette of the Trade Register and relate exclusively to the branch.

Article 299. Subsequent events.

The dissolution, the appointment of liquidators, the term of settlement and the suspension of payments or the bankruptcy of the company, as well as the modification of any of the circumstances mentioned in Article 297 and the closing the branch, once entered on the company's sheet, shall be entered in the Commercial Register of the address of the branch by means of certification.

This will transmit the data for the Central Mercantile Registrar when it affects the branch exclusively.

Article 300. Registration of the first branch established by a foreign company.

1. Foreign companies which establish a branch on Spanish territory shall enter it in the Trade Register corresponding to the place of their domicile, presenting to that effect and duly legalized, the documents attesting to the existence of the of the company, its existing statutes and its administrators, as well as the document establishing the branch.

2. In the first registration of the branch, in addition to the circumstances relating to the company resulting from the documents presented, including the records of the same, as well as the name, surnames and the position of its administrators, will be made the circumstances referred to in the first paragraph of Article 297.

Article 301. Registration of the second or subsequent branch established by a foreign company.

When a foreign company established second or subsequent branches in Spanish territory, the first registration of such branches shall contain:

1. The circumstances referred to in the first paragraph of Article 297, as set out in the document establishing the branch.

2. The registration data and, where applicable, the name of the branch on whose sheet the data relating to the company is based.

3. The identity of the administrators of the company, indicating their positions.

Article 302. Subsequent events.

1. The change of the name and address of the company, the cessation, renewal or appointment of new administrators, the dissolution, the appointment of liquidators, the term of liquidation and the bankruptcy or suspension of payments of the company will be made Note on the sheets of all branches that you have established in Spanish territory.

2. The amendment of the circumstances referred to in the first paragraph of Article 297 shall be entered on the sheet of the branch concerned.

3. The amendment of the statutes of the foreign company shall be entered in the open sheet at the branch in which the data relating to the company are established.

Article 303. Closure of the first branch of foreign society.

1. The sheet of the first branch of a foreign company may not be closed, in the event that it has another branch or other branch in Spain, without the transfer to the sheet of any of them of the data relating to the society.

2. The shipment referred to in the previous paragraph shall be governed by the rules on the transfer of the address.

Article 304. Publication in the "Official Gazette of the Commercial Register".

Practiced the registration, the Registrar in whose constituency a branch of foreign society, will send to the Central Mercantile Registrar the data to be published in the " Official Gazette of the Registry Mercantile ".

Article 305. Formal advertising of the company's data.

1. Advertising relating to the data of the company may be requested and made effective through the Register of the branch.

2. To that end, the application in the Register of the branch shall be made by the latter by means of telecopia to that of the company or to the branch where the information relating to the foreign company is established, in order to send it the information corresponding.

3. The Destination Logger will make the referral by mail. However, the simple note should be sent by fax or similar procedure, when requested.

Article 306. Effectiveness against third parties.

In case of discrepancy, the data contained in the open sheet to the branch shall prevail with respect to third parties in good faith on those who appear on the company sheet.

Article 307. Scope of application.

The provisions of this section in respect of branches of companies shall apply to branches or secondary establishments of the individual employer, to those of other Spanish entities which are registered and to those of foreign entities with legal personality and profit.

Article 308. Branch documentation.

Individual entrepreneurs, companies and entities shall record in all the documentation, correspondence, order notes and invoices of their branch, in addition to the circumstances set out in Article 24 of the Trade, the registration data of the branch in the Mercantile Register.

SECTION 2 OF FOREIGN ENTREPRENEURS

Article 309. Transfer of domicile to national territory.

1. Where an employer or a foreign entity who is registered under Spanish law transfers his address to a national territory, all acts and circumstances of compulsory entry shall be entered in the first registration. in accordance with Spanish legislation and are in force in the Foreign Registry.

Such an enrollment will be practiced by virtue of literal certification or movement of the foreign registry sheet or file.

2. The simultaneous deposit in the Trade Register of the annual accounts for the last financial year shall also be required.

CHAPTER XII

From the enrollment of the bond issue

Article 310. Circumstances of the registration of the issue.

1. The registration of the issue of obligations shall be carried out on the open sheet or for that purpose to be opened to the issuing entity in the Trade Register, in which the following circumstances shall be expressed:

1. The name of the entity, the paid-up share capital or the valuation figure of its assets, and, where applicable, the amount of the reserves in the last approved balance sheet and the regularisation accounts and updating of the balance sheets accepted by the Ministry of Economy and Finance.

2. th The total amount of the issue and the series or series of the securities to be launched on the market, indicating whether they are represented by securities or by means of annotations on account.

3. The conditions of the issue, the date on which the subscription is to be opened and the time limit for its completion.

4. The nominal value, as well as the interest, maturity and premiums and lots of the obligations, if any.

5. The guarantees of the issue, with the indication of their data identifiers and, where applicable, the public register where the mortgage has been registered or the entity would deposit the pledged effects.

6. The Constitution of the Union of obligationists, its characteristics and rules of operation, as well as the indication of its first President.

7. The fundamental rules governing the relations between society and the Union.

2. If the obligations are convertible into shares, the basis and modalities of the conversion shall be entered in the register.

3. Where the issuing institution is not a public limited liability company and has not been constituted at the time of issue by the Union of bondholders, the circumstances 6. 7 and 7. 1 shall be entered in separate entries by any of the titles referred to in Article 9 of the Law of 24 December 1964.

Article 311. Record of the subscription.

Exhausted the subscription of the obligations or after the period provided for the effect, the total subscription or the amount actually subscribed by virtue of the notarial act will be entered on the margin of the registration of the issue the administrator of the company is responsible for the accuracy of the said end, and to which the matrices of the securities issued shall be incorporated, where appropriate.

Article 312. Appointment of the Commissioner.

The first meeting of the General Assembly of bondholders should be entered into the agreement confirming the position of the President to the Commissioner or the duly accepted appointment of the person to whom the replace him. Any subsequent change in the ownership of the office of President will necessarily be registered.

Article 313. Registration of the Trade Union Regulation.

It shall also be necessary to register the Union Regulation validly approved by the Assembly of obligationists or the modifications and additions that it would have introduced in the rules contained in the writing of the issue on the structure and functioning of the Union, as well as subsequent revisions of those that the Assembly will agree to.

Article 314. Registration of the modification of the issue.

Any modification of the conditions of the agreed issue between the company and the Union within the limits of its jurisdiction must be entered in the Commercial Register.

Article 315. Cancellation of the registration of the issue.

1. The total cancellation of the registration of the issue or the registration of the partial payment of the securities in circulation shall be carried out when the company has legitimately satisfied all or part of the issued, presenting the minutes notarial in which the administrator manifests under his responsibility that circumstance by displaying the relevant books and documents, and the Notary of faith that the unused titles or a sampling of the same or, or, have been exhibited, where appropriate, the certification issued by the entity in charge of the log in account accreditative of the total or partial cancellation.

2. In the case of mortgage obligations, the write-down cancellation shall be made by filing in the Register any of the documents referred to in Article 156 of the Mortgage Law, with the note that the cancellation or corresponding cancellations in the Land Registry. It may also be practiced by virtue of a literal certification or in relation to the cancellation practiced by the Registrar of the Property.

Article 316. Cancellation by convention.

1. The agreements concluded between the company and the Union of bondholders for which it is required to recover all or part of the obligations issued shall be entered in the Trade Register.

2. Where, when the agreement is implemented, all the securities concerned have not been able to be recovered, for the cancellation of the registration of the issue, it is sufficient to accompany the notarial act referred to in the first paragraph of the previous article. of the prior offer and the entry of the amount of the unrescued securities, made with the requirements laid down in Articles 1.176 and following of the Civil Code.

Article 317. Partial cancellation.

Where the cancellation is partial, in the document under which it is to be performed, the series and number of the securities to which the redemption relates shall be expressed. The same circumstances shall be recorded in the seat.

Article 318. Title sign-up.

1. Unless otherwise specified, the acts referred to in the preceding Articles shall be entered in public deed for registration.

2. In the letter of issuance, the declaration of the directors shall be stated that all the formalities provided for in Article 26 of the Law 24/1988, of 28 July, of the Stock Market have been completed, in cases where this is the case. mandatory.

If the issue out of convertible debentures, the writing will be accompanied by the explanatory managers ' report of the bases and modalities of conversion, as well as that of the auditors.

Article 319. Delegation of the power to agree on the issuance of obligations.

1. For its registration, the public deed granted by the administrators in use of the power to issue obligations delegated by the General Board shall express, in addition to the general circumstances and those provided for in the first paragraph of the article 310, the full content of the delegation agreement, the amount of the delegation limit and the amount to be available.

2. Administrators shall make use of the delegated power within the five-year period.

CHAPTER XIII

From the enrollment of the payment suspensions, the bankruptcies and other intervention measures

SECTION 1 OF THE REGISTRATION OF PAYMENT SUSPENSIONS AND BANKRUPTCIES

Article 320. Registration of payment suspensions.

In the open sheet for each individual entrepreneur, company or entity, they will be entered:

1. The Admittance to the processing request for the declaration of the payment suspension status.

2. The self declaration of the status of suspension of payments and, where applicable, the declaration of definitive insolvency.

3. The Agreement of the Judge declaring the file legally concluded for not having attended the Board the minimum number of creditors provided for in Article 13 of the Law on the Suspension of Payments.

4. The order of approval of the agreement of the suspense with its creditors or the judgment that falls on the incident of opposition to its approval.

5. How many resolutions are issued in the procedure for suspending payments that affect the limitation of the debtor's assets, as well as the appointment and replacement of the financial controller.

Article 321. Bankruptcy registration.

In the open sheet of each individual entrepreneur, company or entity, they shall be entered:

1. The precautionary measures referred to in Article 877 of the Trade Code.

2. The auto declaration of bankruptcy.

3. º The revocation of the auto declaration of bankruptcy.

4. The final judgment of the court of final fixing of the date of retroactive bankruptcy.

5. The Judicial Resolutions relating to the Syndication.

6. The judgment of qualification of the bankruptcy and the one that, if any, could be placed on the subsequent criminal prosecution for the insolvency punishable.

If the judgment of qualification of the bankruptcy is declared to be an accomplice to an enrollable person in the Commercial Registry, the corresponding seat on the registration sheet of that person shall be practiced.

Article 322. Suspension of payments or bankruptcy of non-registered employer.

1. If the individual employer whose application for a declaration of the status of suspension of payments has been admitted to the register is not registered in the Register, the registration of the same shall be carried out on the basis of a prior authorisation. which must contain the circumstances necessary for such registration. The same shall apply where the precautionary measures provided for in Article 877 of the Code of Commerce or the order for a declaration of bankruptcy have been declared.

2. In the cases of irregular commercial companies the registration of the same will be carried out. In the absence of a written form, the registration shall be carried out by virtue of a judicial order stating at least the domicile of the company and the identity of the members.

Article 323. Title and circumstances of the registration.

1. The seats referred to in the preceding articles shall be made on the basis of a judicial injunction or a testimony of the relevant decision in which it is necessary to express whether or not it is firm. As long as it is not firm, it will be the object of preventive annotation.

2. The registration shall be entered in the operative part of the judgment, with the name of the Judge or Court and the date on which it was given.

Article 324. Constancy of the insolvency proceedings.

In any preventive or registration of a business owner or company in suspension of payments or in bankruptcy, this shall be stated.

Article 325. Cancellation of seats.

1. The seats referred to in Article 320 shall be cancelled by virtue of a judicial injunction, by transcribing the operative part of the final judicial decision to terminate the suspension of payments or to declare the full compliance of the approved convention.

2. The seats referred to in Article 321 shall be cancelled by virtue of a judicial injunction, by transcribing the operative part of the final judicial decision declaring the bankruptcy to be terminated, except as regards the disablement of the broken or the administrators of the broken commercial company, which will only be subject to cancellation by virtue of a judicial injunction transcribing the dispositive part of the firm sentence of rehabilitation.

SECTION 2 OF THE REGISTRATION OF ADMINISTRATIVE MEASURES WITH RESPECT TO FINANCIAL INSTITUTIONS AND OTHER LEGAL ENTITIES

Article 326. Administrative measures to be registered.

1. In the open sheet for each entity they shall be entered:

1. The intervention measures of those entities and temporary replacement of their administrative or management bodies agreed by the competent administrative authority.

In particular, in respect of insurance institutions and, in so far as they are applicable, in relation to pension fund management entities, and pension plans and funds, the special control measures shall be entered in the referred to in paragraph 7 and paragraphs (a) and (d) of Article 39 (2) of the Law on the Management and Supervision of Private Insurance.

2. The intervention measures of the intervention operations agreed by the competent administrative authority.

3. The sanctions of suspension, separation or separation with disablement, imposed on those who exercise charges in the administration or direction in entities, with expression of the duration of the sanction.

Where the sanction is an employer, the disqualification penalty shall also be entered in the sheet corresponding to that employer.

If the penalty is not registered, the registration will be carried out. 4. The revocation of the authorization to the entity to operate in a particular sector or business class.

5. º The agreed dissolution of the office of such entities, the appointment and cessation of liquidators, as well as the declaration of extinction of the entity. In the latter case, the Registrar shall proceed to extend the closing diligence on the sheet of the extinguished entity.

2. For the purposes of this Section, credit institutions, insurance institutions, pension fund management entities, pension schemes and funds and those operating in the field of the market shall be regarded as financial institutions. securities entered in the corresponding special registers by the Banco de España, the Directorate-General for Insurance and the National Securities Market Commission.

Article 327. Title and circumstances of the registration.

1. The seats referred to in the previous Article shall be made in accordance with the relevant administrative decision.

2. The registration shall include the operative part of the administrative decision, with the expression of the authority and the date on which it was issued.

Where appropriate, the Registrar shall also enter the name and name or name of the persons or entities to exercise the functions of intervention or be appointed provisional administrators, liquidators or liquidator-delegates, indicating whether such persons or entities should act individually or jointly and, where appropriate, their duties or powers.

Article 328. Administrative measures for consolidated group head financial institutions.

In the open sheet to each consolidated group head financial institution, which does not have the status of a credit institution, the administrative resolution of the forced dissolution of that entity and the opening of the period of settlement, with the expression of the name and name or name of the liquidators and their arrangements for action.

TITLE III

From other functions of the Mercantile Registry

CHAPTER I

From the legalization of business books

Article 329. Obligation to legalise compulsory books.

1. The books which must be carried out by employers in accordance with current legal provisions shall be legalised in the Commercial Register of their registered office.

2. They may also be legalized by the Trade Register on the books of detail in the Journal and any other books which are carried out by employers in the field of their activity.

Article 330. Application for legalization.

1. The application for legalisation shall be made on a duplicate basis to the competent Merchant Registrar, in which the following circumstances shall be reflected:

1. The name of the individual employer or name of the company or entity, and, where applicable, registration identification data, as well as its address.

2. The relationship of the books whose legalization is requested, with expression of whether they are blank or if they have been formed by binding of sheets, as well as the number of foles or leaves of which each one is composed book.

3. First date of opening and, if applicable, closing of the last legalized books of the same class as those whose legalization is requested.

4. The date of the request.

2. With the application, which must be duly signed and sealed, the books to be legalized must be accompanied.

3. Subject to compulsory and non-registered registration, only the legalisation may be requested once the articles of incorporation have been entered in the register. Books will not be legalized until enrollment is practiced.

Article 331. Processing of the request.

1. If the instance and the books are to be legalised, the corresponding seat of presentation shall be carried out in the Journal.

2. The seat shall include the date of filing of the application, the identification of the applicant and the number and class of the books to be legalised.

Article 332. Presentation of blank books.

Required books for legalisation before use must be either bound or made up of mobile sheets, completely blank and their numbered foles are relatively small.

Article 333. Presentation of bound sheets.

1. Compulsory books consisting of sheets which are bound after the completion of seats and annotations by any suitable procedure shall be bound in such a way as to ensure that the replacement of the following is not possible. they must have the first blank sheet and the other numbered records, and in the chronological order corresponding to the seats and entries in them. The blanks must be properly nullified.

2. The compulsory books referred to in the preceding paragraph shall be submitted to legalisation before the end of the four months following the end of the financial year.

3. In the event that the legalization is requested outside the legal period, the Registrar will record this in the diligence of the Book and in the corresponding seat of the file-file of legalizations.

Article 334. Legalization of books.

1. The legalization of books will take place through diligence and stamp.

2. The diligence, signed by the Registrar, will be extended in the first sheet. It shall identify the employer, including, where appropriate, his records and shall express the class of the book, the number corresponding to him within those of the same class legalized by the same employer, the number of foles of which he/she is component, and the system and contents of its sealing.

3. The stamp of the Register shall be affixed to all the folios by printing or stamping. Books may also be sealed by mechanical drilling of the folios, or by any other procedure that guarantees the authenticity of legalization.

Article 335. Deadline for legalization.

If the application has been made in due form and the books meet the requirements established by the Law and this Regulation, the Registrar will proceed to legalisation within 15 days of his/her presentation.

Article 336. Dispatch notes.

1. Practiced, suspended or denied legalization, will be taken reason of this circumstance in the Book of Legalizations, and then the appropriate footnotes will be extended to the instance and to the margin of the seat of presentation.

2. A copy of the application shall be returned to the applicant, accompanied, where appropriate, by legalised books. The other copy will be archived in the Register.

3. After three months from the presentation of the books without them being withdrawn, the Registrar may be referred to the registered office of the applicant at the address of the applicant, with the registered office of the applicant.

Article 337. Branch books.

Branches that have their own books may be legalized in the Commercial Registry of their domicile.

CHAPTER II

The appointment of independent experts and auditors

SECTION 1 OF THE APPOINTMENT OF INDEPENDENT EXPERTS

Article 338. Request for the appointment of independent experts.

1. The request for the appointment of one or more independent experts for the drawing up of a report on non-cash contributions to public limited liability companies or shares shall be made in triplicate, addressed to the Merchant registrar of the registered office, expressing the following circumstances:

1. The name and registration data of the company or, where applicable, the name and surname of the persons who promote the constitution of the company, as well as its domicile.

2. The description of the goods, indicating the place in which they are located, as well as the number and nominal value and, where applicable, the premium for the issue of the shares to be issued as a counterpart.

3. Declaration of failure to obtain another valuation of the same goods, carried out by independent expert appointed by the Commercial Registrar, in the last three months.

4. The date of the request.

2. The body must, at least, be subscribed by one of the persons who promote the constitution of the company or, if it is already constituted, by the company itself.

Article 339. Processing of the request.

1. The application shall be lodged in the Official Journal of the European Union, in which the applicant and the applicant shall be identified, and the goods to be assessed shall be given succinctly.

2. The seat of presentation shall be carried out at the opening of a numbered file, the existence of which shall be recorded on the margin of that seat. All incidents referred to in the following Articles shall be included in the file.

Article 340. Appointment of independent experts.

1. Within 15 days of the date of the seat of filing, the Registrar shall designate, in accordance with the rules to be issued and, in the absence of such rules, his prudent arbitration, an independent expert between the natural persons or legal entities that belong to a profession directly related to the goods under assessment or which are specifically dedicated to valuations or assessments.

2. Where the goods to be valued are heterogeneous in nature or, even if not, are in a constituency belonging to different business registers, the Registrar may appoint several experts, expressing in the appointment the goods to value for each of them.

3. In the resolution by which the expert or independent experts are appointed, the Registrar shall determine the remuneration to be paid by each of the appointed or the criteria for their calculation.

The remuneration of the experts shall be adjusted, where appropriate, to the rules established by the respective Professional Colleges and to the rules which are dictated by the Ministry of Justice.

4. The appointment shall be made on the basis of the copies of the application lodged, one of which shall be delivered or forwarded to the applicant, another shall be filed in the Register and the third party shall be referred to the expert. In the case of a plurality of experts, photocopied photocopies shall be sent to each of the persons appointed.

Article 341. Expert incompatibilities.

1. They are grounds for incompatibility in order to be appointed expert to be established for experts in civil procedural law.

2. Where the appointed expert is incompatible, he shall immediately be excused before the Registrar, who, after notifying the persons concerned, shall designate another new person.

Article 342. Recusal of the expert.

1. At any time, prior to the preparation of the report, the interested parties may challenge the expert to make a legitimate cause, communicating it to the Registrar, who in turn will notify the expert, by any means that will allow to the date the notification is received.

Five days after the notification without the expert having opposed the Registrar, the appointment will be cancelled by proceeding to a new one.

2. If the expert is opposed to the recusal, the Registrar shall, within two days, resolve as appropriate.

Against the judgment of the Registrar, the interested parties may appeal to the General Directorate of the Registers and the Notary within a period of 15 days, to count on the date of notification of the decision.

Article 343. Appointment in favour of the same expert.

The appointment of an expert who has already been appointed by the same Registrar within the last year must be brought to the attention of the General Directorate of the Registers and the Notary.

Article 344. Notification and acceptance of appointment.

1. The appointment shall be notified to the designated expert by any means allowing to record the date on which the notification is received.

2. Within five days from the date of the notification, the appointed Registrar shall appear before the Registrar to accept the charge, which shall be recorded by due diligence in the instance filed in the Register.

Accepted the charge, the corresponding seat in the Book of appointments of experts and auditors will be extended, indicating the case number.

3. After the period referred to in the previous paragraph has not appeared, any person who has prevented it from appearing shall expire his appointment, and the Registrar shall make a new appointment.

Article 345. Deadline for the issue of the report.

1. Experts shall draw up their detailed written report within one month from the date of acceptance of the appointment.

When exceptional circumstances are present, the Registrar, at the request of the expert himself, may grant a longer term.

2. If the report is not issued within the period granted, the order shall expire, and the Registrar shall be appointed to a new appointment, without prejudice to the responsibility of the expert for the failure to comply with his mandate.

Article 346. Issuing the report.

Issued the report, the expert will deliver the original to the person who would have requested his appointment and will communicate such delivery to the Merchant Registrar who would have appointed him, who will record it in the file, which will close in that time by the appropriate diligence. This shall also be reported on the margin of the seat of appointment. Article 347. Report expiration.

The report issued by the expert will expire three months after its date, unless it has been ratified by the expert himself, in which case it will extend its validity for three more months, from the date of ratification.

Article 348. Perception of remuneration.

1. The experts shall receive the remuneration directly from the company in whose name the report was requested and, if it had not been established, who had signed the application.

2. Experts may request the provision of funds on account of their fees before they begin the exercise of their duties.

Article 349. Application for the appointment of experts in the event of merger and division.

1. In the event of a merger or division of companies, the request for the appointment of one or more independent experts for the issue of the mandatory report shall be made individually by each of the companies involved in the merger or the companies benefiting from the division.

2. By way of derogation from the preceding paragraph, the report may be common to all the companies involved in the merger where they so request, and at least one person with the power of representation for each of the companies shall subscribe to the report. the companies concerned.

In this case the application will be submitted to the Commercial Registrar of the registered office of the absorber or of the one that appears in the draft of the fusion as domicile of the new society to constitute, attaching certification of the plan of a merger issued by each of the administrative bodies of the applicant companies.

3. By way of derogation from the first subparagraph, the report may be common to all companies benefiting from the division where they so request, and at least one person with the power of representation for each of the companies shall subscribe to the report. the companies concerned.

The application will be filed in this case to the Commercial Registrar of the domicile of any of them, attaching certification of the draft of the division issued by each one of the organs of management of the societies applicants.

SECTION 2. APPOINTMENT OF AUDITORS

Article 350. Appointment of auditors of companies required for verification.

Administrators, the Commissioner of the Union of bondholders, or any other limited liability company, limited or limited liability for actions required for the verification of the annual accounts and the report of the management, may request from the Commercial Registrar of the registered office the appointment of one or more auditors in the following cases:

(a) When the General Board has not appointed the auditors before the end of the audit exercise. If the General Board has only appointed auditors who are natural persons, the legitimate persons mentioned above may request the Registrar to appoint the alternates.

After the end of the audit exercise, the competence for the appointment of auditors for the verification of the annual accounts and the company management report required to be audited shall be exclusively the responsibility of the Registrar Mercantil of the registered office or, after revocation of the one appointed by the Registrar, to the Judge of First Instance of the registered office.

(b) Where the persons appointed do not accept the position within the time limit laid down in this Regulation or, for any reason justified, they are unable to fulfil their duties.

Article 351. Request for the appointment of auditors.

1. The application for the appointment of an auditor shall be made by a triplicate, addressed to the Commercial Registrar of the registered office, expressing the following circumstances:

1. First name and surname of the applicant, indicating the position of the applicant in the company or his or her status as a partner, as well as his address.

2. th Denomination and registration identification data of the company to be audited, as well as its address.

3. The cause of the request.

4. The date of the request.

2. The application, duly signed, shall be accompanied, where appropriate, by the documents proving the applicant's legitimacy.

Article 352. Legitimization to request the appointment of auditor.

1. In order to request the appointment of auditors, the directors and the Commissioner of the Union of bondholders shall be registered as such in the Trade Register.

2. If the request for appointment is made by a company partner required to verify the annual accounts, the latter shall be entitled to be entitled to the latter according to the nature and, where appropriate, the manner in which its social participation is represented or documented.

Article 353. Processing of the request.

1. The corresponding seat of presentation in the Journal shall be applied, in which the applicant and the applicant shall be identified and the name and registration data of the company to be audited and the cause of the event shall be expressed. request.

2. The seat of presentation shall be carried out at the opening of a numbered file, the existence of which shall be recorded on the margin of that seat. All incidents referred to in the following Articles shall be included in the file.

Article 354. Society's opposition to the requested appointment.

1. Within five days of the seat of the filing, the Registrar shall forward to the affected company a copy of the instance and the documents attached to it, by any means which permits to record the date on which it is received. the notification.

2. The company may only object to the requested appointment if within five days, from the date of the notification, it provides documentary evidence that the appointment is not appropriate or if it denies the applicant's legitimacy. The opposition document will be archived in the file.

3. Within five days of the filing of the written opposition, the Registrar shall decide as appropriate. An appeal may be filed against the Registrar's decision before the General Directorate of the Registers and the Notary, within 15 days of the date of notification of the decision. The appeal shall be filed within the appropriate time limit in the relevant Register, with the file being raised by the Trade Registrar to the Directorate-General within the following five days.

4. After the period of the opposition has not been raised, or otherwise, the Registrar shall sign the decision, the Registrar shall proceed to the requested appointment.

Article 355. Appointment system.

1. In the month of January each year, the Accounting and Audit Institute of Accounts shall send the Central Trade Registrar a list of the auditors entered in the Official Register at 31 December of the preceding year for each constituency. territorial of the existing Mercantile Records. In each of the lists, the name or the name or the name of the auditors and their registered office, which must necessarily be located in the register of auditors, shall be listed in alphabetical and numbered order, in alphabetical order and numbered. refer to that list.

Auditors with an open office or office in different territorial constituencies may be listed in the lists for each of them.

2. Upon receipt of the list, the Central Mercantile Registrar shall forward to each Commercial Registrar the list corresponding to his constituency and shall publish in the "Official Journal of the Trade Register" the day and time of the public draw to determine in each constituency the order of appointments.

3. The drawing shall be published in the "Official Journal of the Trade Register", the letter of the alphabet determining the order of the appointments. This order shall apply to those which are effected from the first working day of the following month in which the publication took place and shall be maintained until it enters into force the following year.

4. A list of auditors for their constituency shall be made available to the public by the Registrar.

Article 356. Exceptions to the appointment system.

1. By way of derogation from the foregoing Article, where special circumstances or the last profit and loss account deposited in the Registry of the company to be audited have not been made in abridged form, or the company to audit is legally obliged to formulate annual accounts and consolidated management report, the Commercial Registrar, in the absence of rules according to which to proceed in these cases, may request from the General Directorate of the Registers and the Notarized the appointment of auditor to proceed with his appointment.

2. To this end, the Accounting and Audit Institute of Accounts shall provide the General Directorate of the Registers and the Notary, within the month of February of each year, with a list of auditors exceeding the capacity to be determined by the General address, measured according to the number of professionals at your service and the volume of audit hours billed in the previous year.

Article 357. Incompatibilities.

They are causes of incompatibility to be designated auditor of accounts as established in the Audit of Accounts legislation.

Article 358. Formalization of appointment.

1. The appointment shall be made on the basis of the copies of the application lodged, one of which shall be delivered or forwarded to the applicant, another shall be filed in the Register and the third party shall be referred to the appointed auditor. In the case of a plurality of auditors or the appointment of alternates, photocopies shall be sent to each of the persons appointed.

2. The appointment of auditor shall be entered in the Book of Appointment of Experts and Auditors, the file number being indicated and, in addition, the sheet open to the company extending the relevant reference notes.

Article 359. Appointment of auditors of companies not required to be verified.

1. Members of a public limited liability company, limited liability company or a joint company for shares not required for the verification of the annual accounts and the management report may request the Commercial Registrar of the registered office to the appointment of one or more auditors, with the responsibility of the company, when the following circumstances are met:

1. The applicant or applicants represent at least 5 per 100 of the share capital.

2. No three months after the end date of the exercise to be audited.

2. The appointment of auditors referred to in this Article shall apply to Articles 354, 355, 356 and 358.

Article 360. Period of appointment.

The audit to be performed by the auditor of accounts appointed by the Commercial Registrar shall be limited to the annual accounts and the management report for the last financial year.

Article 361. Issuing the report.

Issued the report, the auditor will deliver the original to the audited company. If the auditor is unable to carry out the audit for reasons not attributable to the auditor himself, he shall issue a report with an opinion rejected by absolute limitation within the scope of his work and shall deliver the original to the applicant by sending a copy to the company. In both cases, it shall communicate such delivery to the Commercial Registrar who has appointed him, who shall record it in the file, which shall close at that time by means of the appropriate diligence. This shall also be reported on the margin of the seat of appointment.

Article 362. Remuneration.

1. Upon making the appointment, the Registrar shall determine the remuneration to be paid by the auditors for the entire period to be carried out by the Registrar or at least the criteria for his calculation.

2. The remuneration of the auditor shall be in accordance with the rules and principles laid down in the Technical Standards of Auditing and, where applicable, the rules which are given by the Ministry of Justice for that purpose.

Article 363. Appointment of auditors to determine the actual value of the shares and social interests.

1. The appointment of auditor by the Commercial Registrar of the registered office for the determination of the real value of the shares or units in the cases established by the Law shall be made at the request of the interested party, in accordance with the provided for in Articles 351 and following.

2. The appointment shall be accepted by the appointment only of experts and auditors, indicating the number of files.

3. The time limit for issuing the report shall be one month from acceptance and may be extended by the Registrar at the hearing of the auditor.

4. The same rules shall apply to the appointment of an auditor by the Commercial Registrar of the registered office for the determination of the amount to be paid by the owner to the user of shares or social interests in concept the value increase and the appointment of the auditor at the request of the administrators, in default of the appointment by the General Board, for the verification provided for in Articles 156 and 157 of the Law on Limited Companies.

5. The auditor's fees shall be in charge of the company, except in the case of the liquidation of the usufruct of shares or units.

Article 364. Extra regime.

As not provided for in the previous articles, and to the extent that it is compatible, the provisions of the independent experts shall apply to the appointment of auditors.

CHAPTER III

The deposit and advertising of annual accounts

SECTION 1 OF THE FILING AND FILING OF ANNUAL ACCOUNTS

Article 365. Obligations for the submission of annual accounts.

1. Managers of public limited liability companies, limited liability companies, shares and mutual guarantee funds, pension funds and, in general, any other employers who under existing provisions are obliged to give Advertising to your annual accounts shall be submitted to your deposit in the Mercantile Register of your address, within the month following your approval.

2. The same obligation applies to liquidators in respect of the annual statement of settlement accounts.

3. Other registered employers may, in accordance with the provisions of this Regulation, apply for the deposit of their duly formulated accounts.

Article 366. Documents to be deposited.

1. For the purposes of the deposit prevented in the previous article, the following documents shall be submitted:

1. Request signed by the presenter.

2. Certification of the agreement of the competent social body with signatures that are legitimized by a notarized signatures that contain the agreement of approval of the accounts and the application of the result.

The certification shall contain all the circumstances required by Article 112 of this Regulation and shall express whether the accounts have been formulated in abridged form, expressing, in such a case, the cause. The certification shall also express, under the certificate, that the accounts and the management report are signed by all the administrators, or if the signature of any of them is lacking, this circumstance shall be indicated in the certification, with express indication of the cause.

The account auditors report must be signed by them.

3. A copy of the annual accounts, duly identified in the certification referred to in the preceding number.

4. º A copy of the management report.

5. A copy of the auditors ' report when the company is required to verify accounting or when the auditor has been appointed at the request of the minority.

6. A copy of the document relating to business on own shares when the company is obliged to formulate it.

7. Certification Certification that the deposited accounts correspond to the audited accounts. This certification may be included in the certificate referred to in paragraph 2. of this paragraph.

2. Subject to the authorization of the General Directorate of the Registers and the Notary, the accounting documents referred to in this Article may be deposited in magnetic support.

Article 367. Presentation seat.

From the presentation of the accounts, a seat will be used in the Journal Book, in which the applicant and the applicant will be identified and the documents presented will be related. This seat shall be valid for a period of five months, as otherwise provided for in this Regulation in respect of that seat.

Article 368. Qualification and registration of the deposit.

1. Within the time limit set forth in this Regulation, the Registrar will qualify exclusively, under his or her responsibility, if the documents presented are those required by the Law, if they are duly approved by the General Meeting or by the partners, as well as if the required signatures are recorded in accordance with the provisions of paragraph 2. of Article 366 (1).

2. Verified the compliance with the requirements referred to in the previous article, the Registrar will have the deposit made, practicing the corresponding seat in the Book of deposit of accounts and in the open sheet to the society. The Registrar shall also record this circumstance at the foot of the application, which shall be made available to the persons concerned.

3. In case the deposit does not proceed, it will be in place for the defective titles.

Article 369. Advertising of the accounts deposited.

The advertising of the annual accounts and supplementary documents deposited in the Commercial Registry shall be made effective by means of certification issued by the Registrar or by means of a copy of the documents deposited, request of any person. The copy may be issued in computerised form.

Article 370. Publishing the repository.

1. Within the first three working days of each month, the Commercial Registrars shall send to the Central Trade Registrar an alphabetical list of the companies that would have complied in due form, during the preceding month, the obligation of deposit of the annual accounts. If that obligation has been met outside the legal period, it shall be expressly stated in each case.

2. The list will be unique for each Mercantile Register, whatever the number of Registrars responsible for it.

3. The "Official Gazette of the Commercial Registry" shall publish the notice of the companies that have complied with the deposit obligation.

Article 371. Referral to the Ministry of Economy and Finance of the relationship of non-compliant companies.

1. Within the first month of each year, the Commercial Registrars shall forward to the General Directorate of the Registers and the Notary an alphabetical relationship of the companies that would not have complied in due form, during the previous year, the obligation for the deposit of the annual accounts.

2. The Directorate-General for Registers and Notaries, within the second month of each year, shall forward to the Institute of Accounts and Audit of Accounts the lists referred to in the preceding paragraph, for the opening of the relevant file sanctioning.

SECTION 2 OF THE PRESENTATION AND DEPOSIT OF CONSOLIDATED ACCOUNTS

Article 372. Obligation to submit consolidated accounts.

Within the month following the approval of the consolidated accounts by the General Meeting of the shareholders of the dominant company, the directors shall submit to the Registry of the domicile of the dominant company the certification of the General Board's agreement that the consolidated accounts have been approved, to which they shall attach a copy of each of those accounts, as well as of the consolidated management report and the report of the auditors of the group.

Article 373. Notification to the Registers of the subsidiaries.

The Registrar who has deposited the consolidated accounts shall inform the Registrar of its office of its own initiative, in which the subsidiary companies are registered, the fact of the deposit, in order to take account of the deposit circumstance in the Account Repository Book.

Article 374. Applicable regime.

The provisions of the previous section shall apply to the deposit of the consolidated accounts.

SECTION 3 OF THE FILING AND FILING OF ACCOUNTS IN THE REGISTER OF BRANCHES OF FOREIGN ENTITIES

Article 375. Deposit of accounts in the Branch Registry.

1. Foreign companies which have open branches in Spain must necessarily deposit in the Register of the branch in which the data relating to the company are recorded in their annual accounts and, where appropriate, the consolidated accounts which they have been prepared in accordance with their legislation.

2. That deposit shall be governed by the provisions of Section 1 of this Chapter.

If the accounts are already deposited in the Foreign Company Registry, the Registrar's rating will be limited to checking this end. The provisions of the following Article shall be saved.

Article 376. Equivalence control.

In the event that the law of the foreign company does not require the drawing up of the accounts referred to in the previous article or the precept in the form not equivalent to the Spanish legislation, the company will have to to draw up such accounts in relation to the activity of the branch and to deposit them in the Trade Register.

SECTION 4 OF THE CONSERVATION OF ANNUAL ACCOUNTS DEPOSITED

Article 377. Obligation and place of conservation of annual accounts.

1. The Registrar shall keep the annual accounts and supplementary documents deposited in the Trade Register for six years from the publication of the notice of deposit in the "Official Gazette of the Commercial Register".

2. If there is insufficient space in the Register for the proper preservation of the accounts and supplementary documents, the Registrar, after authorization from the General Directorate of the Registers and the Notary, may deposit them in other suitable or substitute storage material for storage by means of optical reading procedures equipped with sufficient guarantees.

SECTION 5 OF THE LOG CLOSE

Article 378. Closure of the Register for lack of deposit of accounts.

1. After one year from the date of the closure of the social year without the deposit of the duly approved annual accounts having been carried out in the Register, the Commercial Registrar shall not register any document presented after the registration. that date, until, on a prior basis, the deposit is practised. Except for titles relating to the termination or resignation of Administrators, Managers, Directors-General or Liquidators, and the revocation or waiver of powers, as well as the dissolution of the company and the appointment of liquidators and seats ordered by the judicial or administrative authority.

2. If only the seat of presentation of the annual accounts has been effected, the provisional registration shall be applied only when the seat has expired.

3. An appeal against the suspension or refusal of the deposit of accounts shall be suspended for the duration of the seat, with the effects provided for in the preceding paragraph, until the day on which the decision is taken. definitive.

4. Filing of a ruling against the Registrar's decision on the appointment of an auditor at the request of the minority, even if the time limit laid down in the first paragraph has elapsed, the registration shall not occur, due to the lack of the deposit the accounts of the financial year for which the appointment has been made until three months have elapsed from the date of the final decision.

5. If the annual accounts have not been deposited as not approved by the General Board, the registration shall not be closed when this circumstance is credited with the certification of the administrative body with legitimate signatures, in which express the cause of the lack of approval or of the authorized copy of the notarial act of the General Board in which the annual accounts are not approved. In order to prevent the closure, the certification or copy of the minutes must be presented in the Mercantile Register before the end of the period provided for in the first paragraph of this article, and the permanence of this situation must be justified every six months. months for any such means. These certifications and minutes and subsequent certificates which, if any, are submitted by reiterating the subsistence of the lack of approval, shall be the subject of registration and publication in the "Official Gazette of the Commercial Register".

6. In the cases referred to in paragraphs 3, 4 and 5 above, the obligation to deposit the accounts for subsequent financial years shall remain.

7. The closure of the Register shall persist until the deposit of the outstanding accounts is carried out or the lack of approval of the accounts in the form provided for in paragraph 5 is credited at any time.

TITLE IV

from The Central Mercantile Register

CHAPTER I

General provisions

Article 379. Object.

The Central Mercantile Registry will have as its object:

(a) The management, processing and advertising of the data that you receive from the Mercantile Records.

(b) The filing and advertising of the names of companies and legal entities.

c) The publication of the "Official Gazette of the Commercial Register", in the terms set out in this Regulation.

(d) The keeping of the Register relating to companies and entities that have moved their home abroad without loss of Spanish nationality.

Article 380. General scheme.

The Central Mercantile Register shall be established in Madrid and shall be governed, as regards its organisation, by the general provisions set out in Articles 13 and following of this Regulation which are applicable to it.

Article 381. Computer record.

The processing and archiving of the data contained in the Central Mercantile Register shall be carried out by means and procedures that are accurate to achieve the purposes of the charge.

Article 382. Formal advertising.

1. The Central Business Registrar may issue information notices of its contents, with the data concerning individual entrepreneurs, companies or registered entities. The application for these notes must be made in writing. The notes to be issued shall be subject to the limitations relating to the information provided.

The simple information notes referred to in the preceding paragraph may be issued through computer telecommunication systems.

2. The Central Bank Registrar shall determine, in each case, under his responsibility, the procedure to make the expressed notes and their content effective, when, by reason of the request made, the current legislation of the personal data protection.

3. In no case may it issue certifications, except for names.

Article 383. Economic regime.

1. The National College of Property and Commercial Registrars of Spain, in accordance with the provisions of the General Directorate of the Registers and the Notary, will provide what is necessary for the proper installation and for the permanent adaptation technical and operational of the Central Mercantile Register and, consequently, participate in the management and economic result of the Central Mercantile Register in the manner in which the Ministry of Justice determines.

2. The Central Business Registrar shall receive, for the purposes of processing the publication notes and the certificates and notes issued by it, the rights to be determined by the Arancel de los Registradores Mercantile.

3. The Central Business Registrar and the National College of Property and Commercial Registrars shall afford, in the manner determined by the Ministry of Justice, all necessary expenses for the preservation and operation of the service.

CHAPTER II

For the remission and processing of data in the Central Mercantile Register

Article 384. Data remission and its constancy.

1. The data referred to in this Regulation shall be transmitted to the Central Trade Registrar by the Registrar of the Central Trade Register within three working days following the date on which the corresponding seat has been applied. The provisions of Article 370 shall be subject to

following conditions:

2. In the same period, the expressed reference shall be made on the basis of the margin of the seat.

Article 385. Referral procedure.

1. The transmission of data by the Mercantile Registers shall be made using magnetic storage media or by means of telematic communication, via terminals or autonomous equipment capable of direct communication with the computer of the Central Mercantile Registrar.

2. Each communication shall indicate the corresponding correlative number within the year, the date of the referral and the key to its authenticity.

3. The Central Business Registrar shall verify the regularity and authenticity of the consignments. If there is no obstacle preventing the incorporation of the data submitted to the computerised file, it will be practiced, thus communicating the document to the Register of origin.

4. Two listings, signed by the same: one of incorporation of shipments, expressing the Register of origin, date and number of referrals, and another, if any, of unincorporated shipments, will be formed daily by the Central Mercantile Registrar. this case, the cause that causes the non-incorporation.

Article 386. Data relating to individual entrepreneurs.

Essential data relating to individual entrepreneurs who are to be communicated to the Central Mercantile Registrar by the Mercantile Records shall be as follows:

1. Name and name and marital status, as well as the date of birth, if it were minor and nationality, if not the Spanish. The national identity document shall also be entered. In the case of foreigners, the number of Foreign Identification, passport number, residence card number or any other legal identification document shall be expressed.

2. º The street and number or place of situation, the locality and the municipality of the main establishment.

3. The object of your company, described by the Registrar in an extracted form.

4. The start date of your operations.

5. Surname and name of the proxies and legal representatives, indicating the date of the appointment. The same data shall be transmitted in case of revocation or termination.

6. The matrimonial economic regime.

7. The consent, opposition and revocation of the spouse referred to in Articles 6 to 10 of the Code of Commerce, with an indication of their date.

8. The issuance of obligations, in the terms set out in Article 388 number 13.

9. The establishment of branches and other acts relating to them provided for in Article 389.

10. Any modification of the data referred to in the preceding paragraphs, with the expression of the extremes detailed in them.

Article 387. Data relating to the first registration of companies and other entities.

1. The essential data relating to the first registration of the companies or entities that will be communicated to the Central Mercantile Registrar by the Mercantile Records shall be as follows:

1. The name. The tax identification number shall also be stated.

2. º The street and number or place of situation, the locality and the municipality of the registered office.

3. º The capital figure, indicating in its case the undisbursed part. In the case of savings banks, mutual funds or mutual insurance funds, it shall be indicated, instead of the capital figure, that of the endowment fund, the equity fund and the mutual fund respectively.

4. The start date of your operations. If any administrative conditioning is pending, it shall be expressly stated.

5. The term of duration, if it is not indefinite.

6. º The social object or, if any, the activity described by the Registrar in an extracted form.

7. The structure of the administrative organ.

8. º The last names and names or the names of those who integrate the legal or statutory organs intended for administration and representation, indicating the position.

9. º The last name and name or the name of the auditors, if any.

2. In the case of a single-member company, the single-member company shall also be notified of the single-member's identity.

Article 388. Data relating to subsequent acts of registered companies and entities.

1. The essential data relating to the acts following the first registration of registered companies or entities which shall be communicated to the Central Trade Registrar by the Trade Records shall be as follows:

1. º In social naming changes, the new denomination.

2. º In changes of address, street and number or place of situation, location and municipality of the new address.

3. In capital increases, the amount of the extension, with the expression of the disbursed part and the resulting total capital.

4. º In passive dividend disbursements, the amount that is unpacked.

5. In the capital reductions, the amount of the reduction and the final amount of capital.

6. º In the substitutions and modifications of the social object, the new or, if applicable, the variations introduced in the terms provided in the number 6 of the previous article.

7. In the modification of the structure of the administrative organ, the new structure and the identity of the persons appointed to occupy the positions.

8. In the other amendments to the statutes or the constitutive title, a brief indication of the subject matter referred to (establishment or modification of restrictions on the transmission of participations; creation or deletion of non-voting shares; changes in quorum and legal majorities; etc.).

9. º In the appointments of members of the administrative body, including delegates, or general proxies, the identity of the appointed and, where appropriate, the position.

10. On the expiry of the post of administrator or on the revocation or termination of the persons referred to in the previous paragraph, their identity, with an indication of the position they held.

11. In the modification of representative faculties, the identity of the affected persons.

12. In the appointment, revocation or termination of auditors, the identity of those affected.

13. In the issue of obligations, the date and amount of the issue, as well as the identity of the Commissioner.

14. In the transformation, the new form adopted, as well as the data provided for in the previous article as soon as they have been modified.

15. In the merger, the extinction of the affected companies or entities. If the merger results in the creation of a new entity, the data referred to in the previous article shall be the same.

If the merger is by absorption, the modifications that have occurred, in accordance with the provisions of this article.

16. In the division, the extinction or, where appropriate, the partial division of the company or entity concerned.

If the split results in the creation of one or more new companies or entities, the data referred to in the previous article in respect of each of them. If the split estate is subject to absorption by another company, the latter's amendments, in accordance with the provisions of this Article.

17. In the establishment of branches and in the other acts relating to the same referred to in Article 389, the data provided for therein.

18. In the dissolution, its cause, the identity of the liquidators and, where appropriate, of the financial controller, as well as the reactivation if it is produced.

19. In case of extension, the new duration of the duration.

20. In the provisional or final closure of the registration sheet, the date and its cause and, without prejudice to it, the constancy in that sheet of the existence of overcome assets.

21. In the preventive annotation of the complaint of impeachment of the social agreements, the identity of the plaintiff or plaintiffs, the Court before which the challenge is dealt with and its number of Autos, as well as the duly identified contested agreement.

22. In the preventive annotation of the suspension of the contested agreements, it shall be stated the Court that agreed to the suspension, date of the resolution, as well as the agreement or agreements suspended.

23. Reference to the registration of the certification of not having approved the accounts that would have been deposited.

2. In the case of a single-member company, the acquisition or loss of such a situation shall also be communicated, the change of a single partner and, where appropriate, the identity of the single partner.

Article 389. Data relating to branches.

The essential data relating to the registered branches, which shall be communicated to the Central Trade Registrar by the Trade Register corresponding to the registered office, shall be as follows:

1. The establishment of the branch, stating in extract the activities which, if any, have been entrusted to it and the identity of the permanent representatives appointed to it.

2. The appointment and revocation or cessation of general proxies, expressing their identity.

3. ° The changes of address, with indication of the street and number or place of situation, the locality and the municipality of the new address.

4. The closing of the branch.

5. º The acts relating to the foreign company that have been registered in the Register of its branch in Spain, expressing the corresponding data according to the previous article.

6. In any event, the identity of the individual employer or the name of the company or entity to which the branch and his nationality belongs, where not the Spanish, shall be indicated, as well as any mention which, if necessary, identify the branch and necessarily identify the branch.

Article 390. Data not intended.

In any other case not provided for in the foregoing Articles, the data to be sent shall be those set out in the standard that the person or, where appropriate, the standard for which the publication allows to appreciate the content The essential part of the seat to which they relate.

Article 391. Common data.

1. The data referred to in the preceding Articles shall be preceded in any case by the indication of the subject to which they affect, the nature or class of the act entered and the date and data of the seat being practised.

2. In the case of mergers and divisions, the name of the other companies or entities concerned shall also be indicated, as well as, where appropriate, the name of the resulting or absorbent.

3. In the case of acts registered under a judicial or administrative decision, the body which has issued it and its date shall also be indicated.

Article 392. Data relating to non-registered circumstances.

1. Data relating to non-registered circumstances that will be communicated to the Central Business Registrar by the Mercantile Records to the purpose of managing their publication in the "Official Gazette of the Commercial Register" shall be as follows:

1. In the case of the successive foundation of a public limited company, the indication of the Register where the deposit of the foundation program was made, the explanatory booklet and the certification that accredit its previous deposit before the National Securities Market Commission, the date of the same, the name and surname of the promoters, the amount of capital to be issued and the subscription period, as well as whether the contribution is cash or not. In addition, the indication that the deposited documents may be consulted in the Registry itself or in the National Securities Market Commission shall be expressed.

2. º If the lack of registration provided for in Article 131 of this Regulation is produced, the date from which the subscribers may demand the restitution of their contributions with their fruits.

3. º In corporate mergers or divisions, the date on which the corresponding merger or division project has been deposited.

4. In the annual accounts deposits, the denomination of the companies that would have complied, during the previous month, with this obligation.

5. The date on which the books, correspondence, documentation and supporting documents relating to their traffic are deposited, in cases of settlement of companies or cessation of activity of individual entrepreneurs.

2. In any other case not provided for in the previous paragraph, the data provided for in the standard shall be published.

Article 393. Errors in data remission.

1. If the Central Mercantile Registrar finds any error in the data submitted, or defect in the support used to prevent its incorporation into the computerised file, it shall suspend it, and it shall inform the Registry of origin for its purpose. indicating the cause.

2. If the error is detected in the Register of origin after the data is transmitted and before publication, it will be communicated to the Central Mercantile Registrar, indicating the correct data.

Article 394. Reworking the information.

The Central Merchant Registrar will be able to rework the information submitted by the Commercial Registrars, in order to adapt it to the computer system of the Central Mercantile Registrar and to the functions of the Central Mercantile Registrar.

CHAPTER III

From the section of listed companies and entities ' denominations

SECTION 1. GENERAL PROVISIONS

Article 395. Contents of the Section.

In the Central Mercantile Register a Section of Denominations shall be drawn up which shall be integrated into the following:

1. º Denominations of companies and other registered entities.

2. º Denominations on whose use there is temporary reservation in the terms set out in this Regulation.

Article 396. Inclusion of non-registered entities in the denominations section.

1. The names of other entities whose constitution is registered in other public registers may be included in the Section for denominations of the Central Mercantile Register, even if they are not registered in the Trade Register, request their legitimate representatives.

2. The application, adjusted to the official model, must be accompanied by a certificate stating the validity of the registration in the Register or corresponding Records.

Article 397. Inclusion of designations of origin.

1. The designations of origin may be included in the Section for denominations of the Central Mercantile Register.

2. The application for registration shall be made by the relevant Regulatory Board, which shall be accompanied by the administrative decision approving the name.

SECTION 2 OF THE COMPOSITION AND THE DENOMINATION OF THE COMPANIES AND OTHER ENTITIES THAT ARE REGISTERED

Article 398. The naming unit.

1. Companies and other registered entities may only have one name.

2. The abbreviation or abbreviated name may not be part of the name. The indicative acronym for the type of company or entity provided for in Article 403 is hereby provided.

Article 399. Signs of the denomination.

1. The names of companies and other registered entities shall be composed of letters of the alphabet of any of the official languages of Spain.

2. The inclusion of numerical expressions may be carried out in Arabic guismos or Roman numerals.

Article 400. Classes of denominations.

1. Limited liability and limited liability companies may have a subjective name or a social reason or an objective name.

2. Simple collective or limited partnerships must have a subjective name or a social reason, in which the name and surname, or only one of the last names of all the collective members, some of them or one of them, must be only, the expression "and company" or its abbreviation "and cia" should be added in the latter two cases. Any expression referring to an activity which is included in the social object may be a part of that subjective denomination. In this case, the provisions of the final paragraph of Article 402 (2) shall apply.

3. A share-holding company may have a subjective name or a social reason in the form provided for in the preceding paragraph, or an objective name.

Article 401. Subjective denominations.

1. In the name of a limited liability company or an entity subject to registration, the name or pseudonym of a person may not be included in whole or in part without their consent. Consent is presumed when the person whose name or pseudonym is part of the name is a partner of the name.

2. The person who, for any reason, would have lost the status of a member of a limited liability company or a limited liability company, may not require the deletion of his name from the name of the company, unless the name of the company is expressly reserved. right.

3. In the name of a collective or common company, simple or by way of action, the name of a natural or legal person who does not have the status of a collective partner may not be included in whole or in part.

4. In the event that a person whose name is fully or partially in the social reason loses the status of a collective partner for any reason, the society is obliged to immediately modify the social reason.

Article 402. Objective names.

1. The objective name may refer to one or more economic activities or to be fantasy.

2. An objective name which refers to an activity which is not included in the social object may not be adopted. Where the activity listed in the social name ceases to be included in the social object, the modification of the trade mark may not be entered in the Register of Trade without the modification of the the name.

Article 403. Indication of the social form.

1. The name of the registered office shall be indicated in the name of the registered office or its abbreviation. If the abbreviation is listed, it will be included at the end of the name.

2. In the names of the listed companies, only the following abbreviations may be used:

1. S. A., for the public limited liability company.

2. S. L., or S.R.L., for the limited liability company.

3. S. C., or S.R.C., for the collective society.

4. S. in C. or S. Com., for simple comandite society.

5. S. Com. p.A., for the company's share of shares.

6. S. Coop., for cooperative society.

7. S. G.R., for the mutual guarantee company.

3. In the case of special commercial companies, the provisions of the legislation that are specifically applicable to them shall be provided.

4. The following abbreviations may be used in the names of the eligible funds:

1. º F.I.M., for the equity investment fund.

2. M.A. F.I.A.M.M., for the money market asset investment fund.

3. F. P., for the pension fund.

4. F.I.I., for Real Estate Investment Funds.

5. S. I.I., for Real Estate Investment Companies.

5. In the names of economic interest groups, only the following abbreviations may be used:

1. A.I.E., for the economic interest grouping.

2. A.E.I.E., for the European Economic Interest Grouping.

Article 404. General prohibition.

No terms or expressions that are contrary to Law, public order or good customs may be included in the denomination.

Article 405. Prohibition of official designations.

1. Companies and other entities that are registered in the Trade Register may not form their name exclusively with the name of Spain, its Autonomous Communities, provinces or municipalities. They shall also not use the name of bodies, departments or agencies of public administrations, or of foreign states or international organisations.

2. "National" or "state" adjectives may only be used by companies in which the State or its autonomous bodies directly or indirectly hold the majority of the share capital.

Autonomous, provincial or "municipal" adjectives may only be used by companies in which the corresponding administration directly or indirectly holds the majority of the share capital.

The "official" adjective and other similar meaning may only be used by the companies in which the public administration holds the majority of the capital.

3. The prohibitions laid down in this Article shall not apply where employment in the name of the expressions to which they relate is covered by a legal provision or has been duly authorised.

Article 406. Prohibition of designations that mislead.

It shall not be included in the term term or expression that leads to error or confusion in the trade in the identity of the company or entity, and the class or nature of the entity.

Article 407. Identity prohibition.

1. Companies or entities whose name is identical to any of the companies listed in the Section for denominations of the Central Mercantile Register may not be registered in the Register.

2. Even if the name does not appear in the Central Mercantile Register, the Notary will not authorize, nor will the Registrar register, companies or entities whose name is known to them for notoriety that coincides with that of another pre-existing entity, whether or not Spanish nationality.

Item 408. Concept of identity.

1. It is understood that there is an identity not only in case of total and absolute coincidence between denominations, but also when one of the following circumstances:

1. The use of the same words in different order, gender, or number.

2. The use of the same words with the addition or deletion of generic or accessory terms or expressions, or articles, adverbs, prepositions, conjunctions, accents, dashes, punctuation marks, or other particles similar, of little significance.

3. The use of different words that have the same expression or sound phonetic likeness.

2. The criteria laid down in the first and third subparagraph of Article 2 (3) shall not apply where the application for certification is made at the request or with the authorisation of the company concerned by the new name which it intends to apply. be used.

In the certification issued by the Central Mercantile Registrar, the appropriate reference to the authorization shall be entered. The authorization must be written or accompanied to the same for registration in the Register.

3. In order to determine whether or not there is identity between two denominations, the particulars relating to the social form or those other than the use of which is required by the law shall be dispensed with.

SECTION 3 OF THE OPERATION OF THE DENOMINATIONS SECTION

Article 409. Certification of denominations.

1. At the request of the person concerned, the Central Trade Registrar shall issue certification by expressing, exclusively, whether the name is registered or not registered and, where applicable, the legal precepts on which it bases its unfavourable rating.

2. The name of the registered name which infringes the identity prohibition referred to in Articles 407 and 408 is considered to be registered.

Article 410. Requests input.

1. Applications for certification shall be made in writing, in accordance with the official model, and may refer to a single denomination or several, up to a maximum of three.

2. Applications shall be submitted directly to the Central Trade Register or shall be sent by post. The Ministry of Justice may authorise other modalities for the submission of the application.

3. Applications received in the Central Mercantile Register shall be numbered within each year, with the expression of the day of receipt, giving receipt to the present.

Requests received by mail will be numbered at the end of the day.

Article 411. Qualification and resources.

1. Within three working days of receipt, the Central Mercantile Registrar shall qualify if the composition of the name is in accordance with Articles 398, 399 and 407 and shall issue or not issue the certification as appropriate.

2. Against the decision of the Registrar, it may be possible to appeal to a governmental appeal in accordance with the rules contained in Articles 66 et seq. of this Regulation.

Article 412. Temporary reservation of naming.

1. Where the name requested is not registered, it shall be entered in the Section for Denominations, on a provisional basis, for a period of 15 months from the date of issue. Where the certification includes several names, only the first section of the certificate shall be incorporated into the Section, in respect of which the negative certification has been issued.

2. If the period referred to in the preceding paragraph has elapsed, the Central Trade Register shall not have received the registration of the company or entity, or the modification of its statutes in the Register The registered name shall expire and be cancelled ex officio in the Section for Denominations.

3. If the document filed in the Commercial Registry is pending for any cause, the Registrar will inform the Central Mercantile Registrar within the last 15 days of the deadline for the reservation of the The term of the reservation shall be extended by virtue of the communication, the duration of the reservation for two months from the expiry of the period.

4. If a government appeal against the rating of the Commercial Registrar has been filed, it shall inform the Central Mercantile Registrar for the purpose of extending the reservation of the name for two more, counted from the date of the resolution of that.

Article 413. Mandatory negative certification.

1. Articles of incorporation of companies and other entities that are registered or of a change of denomination may not be authorized without the Notary being present with the certificate stating that the name chosen is not registered.

The name must be exactly the same as the one on the negative certification issued by the Central Mercantile Registrar.

2. The certificate submitted must be the original, be valid and be issued in the name of a founder or promoter or, in the event of a change in the name, of the company or entity itself.

3. The certification must be protocolized with the writing matrix.

Article 414. Validity of the negative certification.

1. The negative certification shall be valid for two months from the date of issue by the Central Mercantile Registrar. If the certificate is expired, the person concerned may apply for a new one with the same name. The application must accompany the expired certification.

2. No document incorporating an expired certificate may be authorised or registered.

Article 415. Firmness of the Register.

Once the company or entity is registered, the name record will become final.

Article 416. Voluntary change of denomination.

In the event of a change of name, the previous name will expire one year from the date of the registration of the modification in the Mercantile Registry, being cancelled ex officio.

Article 417. Judicial change of name.

1. The final judgment which, for any reason, orders the change of name, must be entered, by means of testimony, in the Commercial Register in which the sentenced entity is registered. The Registrar will transmit the corresponding data to the Central Mercantile Registrar for immediate publication in the "Official Gazette of the Commercial Register".

2. The registration shall not be granted to the relevant Provincial Register of Companies for new entries relating to the companies or entities which are required to amend their name, as long as the new name of the company is not registered or entity affected.

Article 418. Succession in the denomination.

1. In the event of a merger, the acquiring entity or the resulting new entity may adopt as the name of any of those that are extant by virtue of the merger.

2. In the event of a total split, any of the beneficiary entities may adopt as a denomination that of the entity that is extinguished by virtue of the division.

3. In any case, the certification referred to in Article 409 shall not be required for the registration of the name of the new entity or of the absorber.

Article 419. Expiration of canceled entity names.

The names of those companies and other registered entities that have been cancelled in the Mercantile Registry shall expire after one year from the date of the cancellation of the company or entity, trade in the denominations section.

CHAPTER IV

From the "Official Gazette of the Mercantile Register"

Article 420. Sections of the newsletter.

The "Official Gazette of the Commercial Registry" will publish the data provided for in the Law and in the Regulation in two sections:

(a) Section 1 shall be referred to as "entrepreneurs" and shall have two paragraphs: "signed acts" and "other acts published in the Trade Register".

b) Section 2. is called "legal notices and notices".

Article 421. Section 1: Employers.

1. The Central Business Registrar shall determine the contents of Section 1 of the Bulletin, and shall include the data submitted by the Commercial Registrar.

The data referred to in Articles 386 to 391 shall be collected in the "signed acts" paragraph.

In the paragraph "other acts published in the Trade Register" the data referred to in Article 392 shall be collected.

2. Once the publication has been made in the bulletin, this circumstance shall be recorded by note on the margin of the main seat or by means of a computer note.

Article 422. Section 2. ª: Announcements.

1. Section 2 of the "Official Gazette of the Commercial Register" shall be governed by the rules of Chapter V of the Regulation of the Official Gazette of the State, as long as it does not object to the provisions of this Regulation.

2. This section will publish the notices and legal notices corresponding to those of the businessmen who do not cause operation in the Commercial Registry and whose publication is imposed by the Law on the employer.

Article 423. Editor's body.

1. The "Official Gazette of the Commercial Register" corresponds to the Official Gazette of the State.

2. The Directorate-General of the Autonomous Agency's Official Gazette shall assume the technical, economic and administrative functions in order to edit that bulletin.

Article 424. Periodicity.

1. The publication of the newsletter will be daily, except on Saturdays, Sundays and public holidays in the town where the newsletter is edited.

2. However, the corresponding data may be grouped up to a maximum of three days when, due to its limited volume, the publisher of the bulletin will be agreed upon, once the Central Mercantile Registrar has been heard.

Article 425. Referral of data to the publisher.

1. For the purposes of the publication of the acts of Section 1. of the "Official Gazette of the Commercial Register", the Central Trade Registrar shall provide the Autonomous Body with an adequate computer support to the Autonomous Agency of the State. the data object of publication.

2. The corresponding record shall be lifted from that delivery, by signing the publisher's body one of the copies, which shall be filed in the Central Mercantile Register.

Article 426. Economic regime.

1. The cost of the publication in section 1. of the "Official Gazette of the Commercial Registry" will be satisfied by the interested parties, who, for these purposes, will have to anticipate the necessary funds to the Commercial Registrar to whom they request the registration. The data of the seats of the Registrar, the publication of which shall be free of charge, shall be exempt.

The lack of timely provision will have the consideration of subsable defect.

2. On a monthly basis, the Central Trade Registrar shall satisfy the State's Official Gazette of the amounts due for the publications made in the previous month, with the funds received from the Provincial Trade Records, expressing, where appropriate, the amounts outstanding and the corresponding Register.

3. The amount of the acts to be published in Section 1 of the "Official Gazette of the Trade Register" shall be jointly set by the Ministers of Justice and the Presidency after report of the Ministry of Economy and Finance.

4. Notices and notices to be published in section 2. of the "Official Gazette of the Commercial Register" will be directly satisfied by the interested parties to the publisher, in accordance with the current rates.

Article 427. Error healing in the.

1. The publication of the error correction in the "Official Gazette of the Commercial Register" will be made at the request of the Central Mercantile Registrar. The latter shall act on its own initiative, at the request of the Trade Registrar or the interested party, by referring the appropriate correction, indicating the error observed and the correct data to be published.

2. The publication of the error correction may be made directly by the publisher itself, in the case of errata or discordance between the text sent and the published text.

Article 428. Extra regime.

As not provided for in this chapter and to the extent applicable, the "Official Gazette of the Commercial Registry" shall be governed by the provisions of the "Official State Gazette" regulations.

Additional disposition first.

1. The Central Mercantile Register shall be carried out by two Registrars, whose seats shall be provided in accordance with Article 13 of this Regulation.

2. The remaining Mercantile Records will remain one-person, except for those of Madrid, Barcelona, Valencia and Bilbao which, in accordance with the provisions in force, will be in charge of seventeen, sixteen, four and three respectively. Loggers.

3. The General Directorate of the Registers and the Notary may appoint one or more Registrar of the Property in commission of service in the Mercantile Records, if so I will advise the volume of documentation presented in these Registers.

Additional provision second.

The Central Merchant Registrar, with the data received from the Provincial Commercial Registrars concerning the social acts registered in the same and published in the Official Gazette of the Commercial Registry, will elaborate annually a statistical memory that will be transmitted to the General Directorate of the Registers and the Notary within the first month of each year.

Additional provision third.

In the open sheet to insurance entities, the portfolio disposals shall be entered in the form of a corresponding public deed. Where the registration of the transferring company does not coincide with that of the transferee, the provisions of Articles 231 and 233 of this Regulation shall apply.

Additional provision fourth.

1. The taxable persons to whom the regional economic incentives provided for in Law 50/1985 of 27 December of 27 December are granted must submit within two months of the date of the concession, the corresponding resolution (a) to be entered on its sheet by means of a marginal note such concession and its terms and conditions shall be entered on its sheet. Similarly, the extension, modification or loss by change of ownership, of the expressed incentives, shall be reported.

2. The note referred to in the preceding paragraph shall be cancelled on the basis of which the conditions of the concession are fulfilled. The seat shall be performed by virtue of the relevant certificate of compliance.

3. In the case of non-compliance, the cancellation of the marginal concession note may be recorded only where the amounts provided for in Article 36 have been entered into the Treasury by means of the corresponding certification. of Royal Decree 1535/1987 of 11 December 1987, approving the Regulation on the Development of Law 50/1985 of 27 December 1985 on Regional Incentives for the Correction of Interterritorial Economic Imbalances.

Additional provision fifth.

Collegiate Trade Brokers will present their official records for legalization to the Board of the College of the College to which they belong, within the time limits established by the regulations that apply to them, The Board of Directors shall, by means of a delegation of the relevant Commercial Registrar, take account of such a Board of Directors in the period of seventy-two hours from the practice of each diligence, with indication of the Corridor, Class and number of the Book-Register, number of pages and, if applicable, number of seats. In the month following the end of each financial year, a list of all the measures taken shall be forwarded by each College to the Registrar concerned, with the requirements set out above.

Additional provision sixth.

By way of derogation from Article 329 of this Regulation, the legalisation of cooperative books, except those of credit and insurance cooperatives, shall be carried out in accordance with the provisions of this Regulation. of cooperatives and, failing that, by the provisions of this Regulation.

Additional provision seventh.

In the open sheet to the publicly-held entity, the content of the corresponding Royal Decree establishing the administrative authorisation regime, as well as its subsequent ones, shall be entered in the open sheet. amendments, as provided for in Article 4 of Law 5/1995, of 23 March, of the Legal Regime for the Disposal of Public Participations in Certain Companies.

It will be a sufficient title to register, an instance subscribed by the representative of the participating company or instance submitted by the competent body for which the Commercial Registrar is required for the constancy of the intervention, with an indication of its contents and the date of publication of the corresponding Decree in the "Official State Gazette".

You will suspend the registration of the social agreements and acts that are subject to authorization without prior accreditation.

Additional provision octave.

Associations and other non-registered subjects who are obliged to legalise their books and to deposit annual accounts, as provided by the commercial law for employers, shall submit their respective documents to the the competent Merchant Registrar for the reason of his address.

Additional provision ninth.

In accordance with the provisions of the fourth additional provision of Law 7/1996, of 15 May, for the Management of Retail:

1. Entities of any legal nature that are engaged in wholesale or retail trade or the conduct of acquisitions or provide brokering services to negotiate the same, on behalf of or to the retail traders, they must formalize their registration, as well as the annual deposit of their accounts in the Commercial Registry, as determined by this Regulation, when in the immediate past the acquisitions made or intermediated or their sales have exceeded the figure of 100,000,000 pesetas.

These obligations shall not apply to traders who are natural persons.

2. The lack of registration or deposit of the accounts will be sanctioned in the form provided for in Article 221 of the Law on Companies.

3. Paragraphs 1 and 2 shall apply without prejudice to the obligation to register and deposit accounts established for other entities in accordance with their specific rules.

4. The Minister of Justice is empowered to give the necessary rules for the application of this additional provision.

First transient disposition.

1. Articles of association of limited liability companies or of amendments to their statutes which were granted before 1 June 1995, in accordance with the laws in force at the time of their application, shall be entered in the Register. grant.

2. They shall also be entered in the Trade Register in accordance with the legislation in force in the period of time referred to in the preceding paragraph, the social agreements adopted within that period by the bodies of the companies of the limited liability, even if they have been executed and raised to a public instrument after 31 May 1995, provided that their date of adoption is recorded in public documents or is established by any of the forms provided for in the Article 1,227 of the Civil Code.

In the case of agreements of General Boards of limited liability companies not held with the character of universal, the date of their adoption may also be credited by the corresponding certification accompanied by the copy of the newspapers in which the notice of the call or a notarial testimony of the same was published, or of the notarial act in which the reference is made to the partners of the notice of the call.

3. The entries referred to in the preceding paragraphs shall be carried out without prejudice to the provisions of the first transitional provision of Law 2/1995 of 23 March of Limited Liability Societies.

4. In the registration and in the title, the Registrar shall state that, in accordance with the provisions of the transitional provision of Law 2/1995 of 23 March, the provisions of the statutes which are contrary to that law shall be without effect. standard, its adaptation being precise within the time limit laid down in the second transitional provision.

Second transient disposition.

They shall be entered in the Register of Commerce, the scriptures of incorporation, the modification of the statutes of the limited liability companies or the public elevation of social agreements, which were granted before 1 January. June 1995, the content of which is appropriate to Law 2/1995 of 23 March.

Transient Disposition third.

1. The issuing of obligations or other negotiable securities, grouped in emissions, and other acts and circumstances relating to them which, before 1 June 1995, would have been agreed by the Commission, shall be entered in the Trade Register. limited liability companies, collective or simple comanditarias, provided that the date of adoption of the relevant agreement is recorded in public document or is credited by any of the forms provided for in Article 1.227 of the Civil Code and the issue has been issued in accordance with the provisions of Law 211/1964 of 24 December, on the issue of obligations for collective or limited liability, by associations or other legal persons.

2. Also, the emission of bonds or other marketable securities, grouped in emissions, by individual entrepreneurs, in accordance with the legislation referred to in the previous paragraph, for which they are written in writing, shall also be eligible. has been held prior to 1 June 1995.

Fourth transient disposition.

The one-personality statement referred to in the eighth transitional provision of Law 2/1995 of 23 March of Limited Liability Societies shall be supplemented by the documents provided for the registration of the one-personality supervening, respectively, for the limited liability companies and limited liability companies in Articles 174 and 203 of this Regulation.

Transient disposition fifth.

The registration as referred to in Article 378 of this Regulation shall apply to social exercises closed after 1 June 1995.

Transitional disposition sixth.

1. The note of disagreement provided for in the second transitional provision of Law 2/1995 of 23 March of Societies of Limited Liability shall be extended by indicating the provision of the deed or the social statutes to which it relates and the legal or statutory rule infringed.

2. The marginal notes of conformity or non-conformity provided for in the said transitional provision shall be equivalent to the seats of trade for the purposes of Article 426 of the Regulation.

Transient disposition seventh.

1. They shall be entered in the Trade Register, in accordance with the preceding legislation, the articles of incorporation of public limited liability companies, or shares, which were granted before 1 January 1990.

2. They shall also be entered in the Trade Register in accordance with the previous legislation, the social agreements adopted before 1 January 1990 by the organs of public limited liability companies, or by shares, even if they have been executed and raised to a public instrument after that date, provided that their date of adoption is on the public document or is evidenced by any of the forms provided for in Article 1.227 of the Civil Code.

In the case of agreements by General Boards of public limited liability companies not held with the character of universal, the date of their adoption may also be credited by the corresponding certification accompanied by the the newspapers in which the notice of the call or notarial testimony of the same was published.

The inscriptions referred to in the foregoing paragraphs shall be without prejudice to the provisions of the transitional provisions of Law 19/1989 of 25 July and of the Law on Limited Companies, as follows: Recast text approved by Royal Decree of 22 December 1989. However, the statutory clauses or rules of operation contained in the deed which are contrary to the mandatory rules of Law 19/1989 of 25 July and the Law of Limited Companies shall not be registered.

Transient Disposition octave.

The public limited liability companies which on 31 December 1995 would not have presented in the Mercantile Register the deed or deed in which they found the agreement to increase the share capital to the legal minimum, the total subscription of the shares issued and the disbursement of a quarter, at least, of the value of each of its shares, shall be dissolved in full right, immediately cancelling the Registrar's office of the seats corresponding to the dissolved company, without prejudice to the practice of the seats to which the liquidation or recovery takes place, in its Case, agreed. Notwithstanding the cancellation, the personal and joint liability of managers, managers, directors-general and liquidators for debts incurred or contracted on behalf of the company shall remain.

Transient disposition ninth.

The annual accounts for those social exercises whose closing date is before 1 July 1990 will be submitted for deposit in the Mercantile Register with the formulation and requirements required by the previous legislation.

Transient disposition tenth.

To companies and entities incorporated prior to the entry into force of Law 19/1989, of July 25, which by imperative of this must be registered in the Register of Companies, will be opened to them in the Register by means of a first-entry seat, which shall be practised on the basis of an application by the body representing the entity, together with the following documents:

1. Public Scripture of protocolization of the existing statutes or operating rules.

2. º Titles of which the appointment of persons holding positions in the governing bodies of the entity is to be found.

3. º. Where applicable, certification of the registration of such companies and entities in the corresponding Special Records.

Transient Disposition eleventh.

The appointments of indefinite-time charges, made under the previous legislation and which are not supported by the Company Law, will expire five years after the entry into force of this Regulation, cancelling, ex officio or at the request of any interested party, by the appropriate marginal note. The penalty provided for in paragraph 4 of the fourth transitional provision of that Law is hereby set aside.

Transient Disposition twelfth.

The deeds of modification of the statutes or rules of operation of the societies that have to be adapted to the provisions of Law 19/1989, of July 25; to the Law of Companies Anonymous and to Law 2/1995, of March 23, Limited liability companies may contain a total recasting thereof, in which case the Registrar shall extend the appropriate note of reference to the margin of the respective seats.

transient disposition thirteenth.

The Books of Ships and Aircraft shall continue to be carried out in the Registers referred to in Article 10 of the Regulation of the Trade Register approved by Decree of 14 December 1956, until the publication of the Record of Furniture Goods referred to in the second provision of Law 19/1989, of July 25, to which effect Articles 145 to 190 and concordant of the said Regulation of the Commercial Register will continue to apply.

Transient Disposition fourteenth.

Once the registration sheet has been opened to companies and entities that are not required to register under the previous legislation, the Registrar will transfer the registration of the bond issues to it. has previously been practiced, extending the reference notes that come.

15th transient disposition.

No seat shall be made on the leaves open to the cooperatives, except in the case of credit unions registered under Law 13/1989, of May 26, of Credit Cooperatives.

Transient Disposition sixteenth.

The registration data for seats of entrepreneurs and companies registered before 1 January 1990 will contain the references corresponding to the book, volume, sheet and sheet. The sheets of companies incorporated as of 1 January 1990, as well as those which are adapted to Law 19/1989 of 25 July, and to the Law on Limited Companies shall be numbered as from No 1, preceded by the letter or letters identifying the province or territorial division of the relevant Register.

17th transient disposition.

At the request of any interested party, the expiry of the names provided for in Articles 416 and 417 of this Regulation shall apply in respect of changes in the name and cancellations which have taken place with prior to 1 January 1990, and in respect of companies incorporated in that period which have not been registered, one year after the date of their establishment.

18th transient disposition.

1. By the registration of the acts and contracts necessary to adapt the existing societies to the requirements of Law 19/1989, of July 25, and of the Law of Companies Anonymous, the rights that result from the application of the Arancel of the Registered Mercantile registrars by 30 per 100.

2. The same reduction shall be observed in relation to the registration in the Commercial Register of the companies and entities already in existence, which are not obliged to register under the previous legislation, they are obliged to do so by virtue of the aforementioned Law 19/1989, of July 25.

Nineteenth transient disposition.

Until the new Arancel de los Registradores Mercantile is approved, the following rules will apply:

(a) By the certificates of the Central Trade Registrar concerning the names of companies and other entities, the same rights as those indicated by Article 104.8 of Law 37/1988 of 28 May 1988 shall be established. December, on the General Budget of the State for 1989, in relation to the certification of the General Register of Societies.

b) By formal advertising relating to each registered subject of the Central Mercantile Registrar, the rights set forth in the number 23 of the Arancel de los Registradores Mercantile for the certification of seats shall be established.

(c) For the legalisation of the books of the business owners and the deposit of accounting documents and merger projects, each of the rights mentioned in the number 25.c) of the Arancel de los Registradores Mercantile for the the deposit of the settled company traffic documents.

d) By the appointment and registration of independent experts and auditors, the rights referred to in the number 13.a) of the Arancel de los Registradores Mercantile for the registration of the appointment of censors shall be established. of accounts.

e) With regard to the seat of presentation, notes, search, procedures of ratification and other transactions in relation to the new functions entrusted to the Commercial Registrar, the rules will apply correlative of the Arancel of the Mercantile Registrars.

Twentieth transient disposition.

Until the new models of seats in the Commercial Register are approved, they will remain in force, with the adaptations required by the new regulations, those approved by the Decree of 14 December 1956.

Twenty-first transient disposition.

After the first year of this Regulation, each Commercial Registrar shall draw up a report on the problems arising from its application, proposing the necessary reforms.

The reports will be transferred, within three months, to the Board of Directors of the National College of Property Registrars and Mercantile of Spain, who will recast them in a single report, which will raise the General Directorate of the Registers and the Notary in the following month. In the light of this report and, in general, of the experience so far, the Director-General of the Registers and the Notary will draw up a report on the necessary reforms to be introduced in the Register Regulation. Mercantile, which will raise the Minister of Justice.

First disposition first.

The General Directorate of the Records and Notaries is authorized to approve the models and to provide instructions to the Registrar for the drafting of the seats.

Final disposition second.

The Minister of Justice is authorized to replace the books of inscriptions with registered sheets that contain independent units of the file and are composed of the folios necessary for the practice of the seats. The Minister of Justice is also authorised to establish the system of conduct of the Daily Book by computer-based procedures.

Third end disposition.

The Minister of Justice is hereby authorised to amend the opening hours of the Mercantile Records provided for in Article 21 of this Regulation.

Final disposition fourth.

The Minister of Justice is authorised to lay down the rules under which the remuneration of independent experts and auditors appointed by the Commercial Registrar should be established.

Final disposition fifth.

The Minister of Justice is hereby authorised to lay down the sectoral rules under which the appointing, by the Commercial Registrar, of the independent experts is to proceed.

Final disposition sixth.

The Minister of Justice is hereby authorised to issue the provisions that are necessary for the development of this Regulation.