Key Benefits:
JOHN CARLOS I
KING OF SPAIN
To all who present it and understand it.
Sabed: That the General Courts have approved and I come to sanction the following Law.
EXPLANATORY STATEMENT
By Law of 25 September 1941, the National Institute of Industry (INI) was created, as an entity governed by public law, whose objective was to " propel and finance, in the service of the Nation, the creation and re-emergence of our industries ... ". The INI was configured as an instrument to support the economic autarky policy imposed by an authoritarian state. The Institute was to act in those sectors where the private employer was absent. A model of public initiative based on the principle of subsidiarity was therefore adopted which, combined, subsequently, with the nationalisation of non-profitable private companies, contributed to the growth, indiscriminate and heterogeneous, of the sector. public in Spain.
Years later, and still maintaining the basic principles of this conception of the public enterprise, the economic and social development experienced by Spain and the consequent opening to the outside forced to modify, progressively, the the legal regime of the INI to adapt it to the new situation. To this, he responded on December 24, December-law 20/1970.
The promulgation of the Constitution and, consequently, the establishment of a social and democratic rule of law determines the overcoming of the previous model. To this end, the constitutional text recognises, in Article 128, the public initiative in economic activity. This is a recognition that brings as an inevitable consequence a reformulation of the role of the public enterprise. This new concept of public intervention in the economy is also driven by the entry of Spain into the European Communities in 1986. From this moment on, the public sector begins a progressive adaptation to Community law, the axes of which are the improvement of management and adaptation to a more competitive environment.
As a result of this new legal framework, an amendment of the rules applicable to the National Institute of Industry is made necessary: it is established in Article 123 of Law 37/1988 of December 28, of the State generals for 1989.
However, the diversity of situations in which the public companies of the INI were located and, consequently, the different strategies that required their action, together with the need to improve the management, determined the the need to rationalise the shareholding of the Institute to be the holder, differentiating those companies which were liable to be managed with business criteria of those other subject action to special schemes, arising from their particular situation. To this end it was decided to separate from the set of industrial participations of the INI those concerning companies which, in the future, due to the requirements of the single European market had to develop their activities under free competition, grouping them together in an anonymous company, participated by the INI, disengaged from the General Budget of the State: "Teneo, Sociedad Anonima". Instead, the direct participation of the INI was maintained in those companies subject to restructuring or conversion plans, operating in activities specifically regulated by the European Community.
Prior to this reordering of industrial public participations, the energy crisis of the late 1970s, as well as the need to coordinate the management of a major economic sector imposed a diversification of activities that, for its uniqueness, advised the segregation of the INI of those commercial entities whose activity was developed in the hydrocarbon sector. To this end, and pursuant to Law 45/1981, of December 28, the National Hydrocarbons Institute (INH) was created as an entity governed by public law, which subject its activities to private law. The INH was entrusted with the management of public business activities in the field of hydrocarbons.
Also in this sector has been a reordering of activities, mainly motivated by the end of the public monopoly derived from the entry of Spain into the European Community. This has resulted in the formation of a business group: "Repsol, Sociedad Anonima". The INH has therefore fulfilled the objectives for which it was created.
The rationalisation of the public sector is, therefore, a continuous process whose ultimate aim is no other than to obtain greater efficiency, and therefore the survival of two institutes which, at present, have ended, is not justifiable. (a) taking as an essential function the holding of equity shares. This objective of efficiency also requires a distinction, functionally, of activities subject to specific Community rules for those operating in free competition markets. Far, therefore, to return to concepts that have already been overcome, it is intended to set up a less diversified public sector, which will concentrate its efforts on powerful industrial groups of national ownership and, above all, more competitive. Because an economically profitable public sector is also socially profitable. And the social profitability of the public enterprise requires the adoption of a number of measures to promote increased efficiency and competitiveness.
The achievement of these objectives makes it necessary, therefore, to definitively complete the reordering of industrial shares in both the INI and the INH. In view of the sectoral approach which has guided the performance of both entities to date, a criterion based, rather than on the sector of activity, is now imposed on the legal framework applicable to public undertakings as the most natural determinant of their legal form of action.
It is therefore a question of establishing a new institutional system which will make it possible to rationalise, overall, the management of industrial holdings of public ownership, consistent with the changes that have taken place. driven to the configuration of the INI/TENEO group. To this end, two public law entities are created: the State Industrial Agency and the State Society of Industrial Participations.
The State Industrial Agency shall group public holdings in commercial entities subject to industrial restructuring or conversion plans, as well as special arrangements arising from their particular situation. It is a public Ente of those foreseen in article 6.5 of the recast text of the General Budget Law, with which it is intended that the management of these entities will be carried out in a framework of greater autonomy and agility.
For their part, the shares of public ownership in the remaining commercial entities will be transferred to a public right entity as provided for in Article 6.1.b) of the recast text of the General Law. Budget, which adopts the name 'State Society of Industrial Participations'. This State-owned Company has as its object the holding of public shareholdings in the companies that are attached to it.
This new institutional arrangement has a special budgetary significance. Thus, to the untying of the General Budget of the State, already produced, of important business groups that will be transferred to the State Society, it must be added that the creation of the Agency and the State Society will release public funds, since, on the one hand, the allocation of the resources obtained by the Company is envisaged for the depreciation of the debt generated by the National Institute of Industry; and, on the other hand, the Agency is prevented from being able to borrow in the performance of its functions.
The philosophy that inspires the creation of both entities is complete by allowing companies attached to the State Industrial Agency to be transferred to the State Society of Industrial Participations when to ensure their viability is stable. It would not, however, be consistent with this philosophy to transfer companies from the State Company to the Agency, since this would call into question the basic principles of an open and flexible organisational model, which is necessary policy foundation that will consolidate the profitability of the public enterprise.
The urgency of the measure is given by the creation of this new institutional framework, which will have a positive effect on the reduction of the public deficit, one of the priority objectives of the government's policy, when it pays off in the Temporary horizon envisaged a debt generated by the INI and valued at approximately 700,000,000 pesetas. It is also appropriate to start the process of setting up the new entities as soon as possible, with the resulting transfers of assets, social interests and the appropriate means.
Furthermore, it is appropriate to remove any uncertainty that the adoption of this measure could raise in the markets, affecting the confidence of financial institutions and investors in important business groups with public participation.
At last, this provision affects the companies that are members of these groups in matters relating to their business future and their lines of action in the field of the European Community's rules for what is required. an urgent action to ensure and confirm the consistency of business approaches with Community legislation.
TITLE I
From the deletion of certain public law entities
Article 1. Abolition of the National Institute of Industry and the National Hydrocarbons Institute.
The entities governed by public law, Instituto Nacional de Industria e Instituto Nacional de Hydrocarbons, in the form and with the effects prevented by the first transitional provision of this Law, are hereby abolished.
TITLE II
From the State Industrial Agency
Article 2. Creation and objectives.
1. A body of public law with its own legal personality and full capacity, which shall be governed by the provisions of this Law and any other provisions applicable to it, shall be created with the name 'Industrial Agency of the State'. understood in Article 2.2 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure, and Article 6.5 of the recast text of the General Budget Law, adopted by Royal Decree No 1091/1988 of 23 September 1988.
The State Industrial Agency shall submit its activity to private law, except in the cases provided for in this Law or in other legal provisions.
The State Industrial Agency shall be attached to the Ministry of Industry and Energy, which shall exercise control over its activity.
2. It is up to the State Industrial Agency as a general objective, under the Ministry of Industry and Energy, to implement the Government's guidelines on industrial restructuring and restructuring, special schemes and partial derogations from the Community rules on competition, in accordance with the provisions of Chapter I of Title V of the Treaty establishing the European Community, all in the field of the undertakings to which it is a holder.
In meeting these objectives, the Agency will act in accordance with the principles of profitability and efficiency in the allocation of resources.
3. The Agency is transferred to all the shareholding, rights and obligations that are of public ownership to the date of entry into force of this Law, included in Annex I thereto, in the terms provided for in Article 4.3 and in the first transitional provision of this Law. In addition, the shares in the "CSI Corporación Siderúrgica, Sociedad Anónica" are transferred to the Agency, and in "AHV-Ensidesa Capital, Sociedad Anonima", which holds the General Directorate of State Heritage at the date of entry into force of this Law.
Article 3. Tasks of the Agency.
To the Agency, for the fulfillment of its objectives, it corresponds:
(a) Driving, directing, coordinating and controlling the activities of the companies from which it is a holder, including in Annex I to this Act.
(b) In addition, and in relation to companies in whose share capital, the majority of them participate directly or indirectly:
Set the strategy and monitor the planning of your performance, as well as track your execution, ensuring compliance with the objectives that you have identified.
Assess the achievement of the assigned objectives and control their functioning by exercising in particular and without prejudice to other competencies, effectiveness control.
Article 4. Estate regime.
1. The Agency shall have, for the purposes of its purposes, a property of its own distinct from that of the State, consisting of all the assets, rights and obligations of its ownership. In its heritage relations, the Agency shall be subject to private law.
In terms of recruitment, the Law 13/1995, of May 18, of Public Administration Contracts will apply.
2. The Agency may constitute or participate in the social capital of any kind of entity which adopts the form of a commercial company and whose social object is linked to the aims and objectives of that company, subject to the authorization of the Government.
It will also require the approval of the government to increase or transmit equity shares or other securities or securities that may be directly or indirectly entitled to the acquisition of such shares.
3. The share holdings transferred, pursuant to Article 2.3 above, shall be recorded in the Agency's accounts, for their value in books of the entities transferring to the date of transmission of the same, calculated in accordance with the criteria of the General Accounting Plan, based on the balance sheet of the companies transferred to 31 December 1994, incorporating the accumulated results up to the date of the transfer, as well as the property movements until that same date. Such value shall not be less than a peseta per company.
Article 5. Companies participating in the Agency.
1. The Agency shall submit to the Ministry of Industry and Energy for referral to the Ministry of Economic Affairs and Finance, the Programme for Action, Investments and Financing (PAIF), its own and the State Societies of which it is dependent, provided for in the recast text of the General Budget Law.
The evaluation of the aforementioned Action, Investments and Financing Programs will serve as a basis for the Ministry of Economy and Finance to raise the proposal of the program-contracts to the government. They will have to hold their activities.
Regardless of this, the Agency will assess the achievement of the objectives assigned to them, and will forward, on an annual basis, a report on its compliance with the Ministry of Industry and Energy for elevation to the Agency. Government.
2. The management of such companies may, for reasons of efficiency and profitability, be organized in any of the forms provided for in the recast text of the Law on Companies, approved by Royal Decree 1564/1989 of 22 December 1989. December.
3. The plans for conversion or restructuring to which these companies were subject were finalised, or where the objectives laid down in the special schemes affecting them had been achieved, or where they had been abolished. Partial derogations from the common rules on competition, as set out in Chapter I of Title V of the Treaty establishing the European Community, the shares of the State Industrial Agency in those companies may be transferred the State Society of Industrial Participations referred to in Title III of the This Act.
In order for such a transfer to take place, it will be necessary for the companies concerned to have obtained profits in the last three financial years prior to the date of their transfer, provided that, in addition, their net worth is equal to or greater than the number of its share capital.
Article 6. Budgetary regime.
1. The Agency shall draw up, annually, the preliminary draft budget and capital budgets which, once agreed by the Management Board, shall be processed in accordance with the provisions of the recast text of the General Budget Law, State Societies. Similarly, the approval of variations in the operating and capital budgets shall be in accordance with the provisions of the State Societies in that recast text.
Without prejudice to the functions of the Court of Auditors, the financial control of the Agency shall be carried out by the General Intervention of the State Administration. The Minister for Economic Affairs and Finance, acting on a proposal from the Management Board, may establish that the control be exercised on a permanent basis.
The Agency shall also adjust its accounts to the provisions applicable to it, in accordance with the nature conferred on it by Article 2.1 of this Law. In particular, the General Public Accounting Plan will apply to it.
The Minister of Economy and Finance, on a proposal from the General Intervention of the State Administration, will determine the documentation referred to in Article 138 of the recast text of the General Budget Law.
2. The Agency's resources shall be integrated by:
(a) The assets and securities that constitute their assets and the products and income of the equity.
(b) Transfers made from the General Budget of the State for its annual operation.
c) Any other resources not provided for in the preceding paragraphs and may legitimately correspond to it.
3. The Agency shall not be indebted by financial operations, nor shall it endorse or grant loans to its undertakings. The Budget Law for each financial year shall establish within the maximum limit of the State the amount that may be allocated for this concept to the companies participating in the Agency.
Article 7. Taxation.
1. All capital transfers, corporate operations and derivative acts, directly or indirectly, of the establishment of the Agency, shall be exempt from any state or local tax without, in the latter case, the compensation referred to in Article 9 (2) of Law No 39/1988 of 28 December 1988 on the rules governing local farms.
2. The State Industrial Agency shall be exempt from corporation tax.
Article 8. Fees and fees for public fees.
Fees and fees for public fees applicable to the operations of the establishment, processing, merger or dissolution of companies participating in the Agency, extensions or reductions in capital and acquisition and sale by the Agency for equity shares, shall be settled in the normal measure laid down in the provisions in force, where the value of the transaction does not exceed 500 000 pesetas. For those exceeding 500 000 pesetas, they shall be reduced by 50 per 100 by the part exceeding that quantity, without reaching 25,000,000 pesetas, to 30 per 100 for which it exceeds 25,000,000 pesetas, without exceeding 100,000,000 pesetas, and to 20 per 100 to which you exceed this figure.
Article 9. Organization and personnel.
1. The governing bodies of the Agency shall be the President and the Board of Directors.
In addition, as a body for the participation of the Autonomous Communities in the areas affecting the functions of the Agency, a Territorial Council with advisory functions will exist within the Agency.
2. The President will be appointed by the Government, through Royal Decree, on a proposal from the Minister of Industry and Energy. Its remuneration, for all the concepts, will be fixed annually by the Minister of Economy and Finance, on a proposal from the Minister of Industry and Energy.
3. The Management Board shall be composed of the President of the Agency and eight members appointed by the Minister for Industry and Energy.
Reglamentarily or, where appropriate, by agreement of the Board of Directors, the structure and operating system of the Agency and the Territorial Council of the State Industrial Agency shall be determined.
4. The Territorial Council of the Agency shall be composed of the President of the Agency, who shall preside over it, and by so many vowels as Autonomous Communities, provided that processing or industrial production establishments are located in its territory of the Agency's subsidiaries; these members shall be appointed by the Minister for Industry and Energy, on a proposal from those Autonomous Communities.
5. The staff of the Agency shall be bound by a relationship subject to the relevant private law rules. In any event, no compensation shall be paid for termination or termination of that relationship exceeding the maximum laid down in the legislation in force.
TITLE III
From the State Society of Industrial Participations
Article 10. Creation and objectives.
1. The name 'State Society of Industrial Participations', a State-owned Society, is hereby established in accordance with Article 6.1 (b) of the recast text of the General Budget Law, approved by the Royal Decree of Law No 1091/1988, September 23.
The State Society of Industrial Participations will be attached to the Ministry of Industry and Energy, which will exercise effective control over its activity.
Such a State Company shall have its own legal personality and full capacity and shall be governed by the provisions of this Law and the provisions that develop it.
2. The following general objectives under the Ministry of Industry and Energy's dependency and supervision are the following general objectives:
(a) The acquisition of a higher return on the shares and units that are awarded to it, in accordance with the industrial strategies of the companies participating in the State Company.
(b) The setting of criteria for the management of shares and units that are awarded to them in accordance with the public interest.
c) The write-down of the debt generated by the National Institute of Industry.
3. The State Company is transferred to all equity shares that are publicly owned by the date of entry into force of this Law, included in Annex II thereto, in accordance with the terms of Article 12.2 and in the the first transitional provision of this Law.
Article 11. Functions of the State Society.
Correspond to the State Society of Industrial Participations the following functions:
(a) The holding, administration, acquisition and disposal of shares and social interests in commercial entities, included in Annex II to this Law, managed by business criteria, according to the rules of the market economy. The ordinary management of the participating companies shall be the responsibility of their own administrative bodies and shall be controlled in accordance with the recast text of the General Budget Law and other applicable provisions.
b) The performance of all types of passive financial transactions, whatever the way they are implemented, including the issuance of convertible or non-convertible bonds, notes, notes and other similar securities, as well as other Treasury and debt management instruments. It may also ensure concerted financial operations by companies directly or indirectly involved.
(c) The performance in respect of the participating companies, directly or indirectly, of all types of active and passive financial transactions.
The State Society of Industrial Participations shall perform the operations referred to in paragraphs (b) and (c) above, without including those for which the applicable law requires a special rating.
Article 12. Legal regime and heritage.
1. The State Society of Industrial Participations shall be governed by the private legal system, that is, by civil, commercial or labor law that is applicable, without prejudice to the matters in which the text applies recast of the General Budget Law.
2. The State-owned Company shall have its own assets other than that of the State, consisting of all the assets, rights, obligations of its ownership, and the equity shares included in Annex II to this Law, as for the purposes of acquiring or being incorporated into it.
The State Company shall record in its accounts such a set of assets, rights, obligations and interests, by its value in books of the entities transferring to the date of transmission of the same, calculated in accordance with the with the criteria of the General Accounting Plan, based on the case of the holdings in the balance sheet of the companies transferred to 31 December 1994, incorporating the accumulated results up to the date of the transfer, as well as the property movements held up to the same date.
3. The resources of the State Society will be integrated by:
(a) The assets and securities that constitute their assets and the products and income of the equity.
b) The revenue generated by the exercise of its activities.
(c) Those arising from loans, loans and other financial operations which may be concluded.
d) Any other that is attributed to it or acquired in the legitimate exercise of its activity.
4. The State Company of Industrial Participations and the companies participating in it may not receive grants, guarantees, subrogations of debt, capital increases or any other equivalent contributions, with the General budgets of the State, the Autonomous Communities or local corporations, unless they come from the concepts of grants and general aid.
5. It will require the prior authorization of the Government, on a proposal from the Ministry of Industry and Energy, prior to the report of the Ministry of Economy and Finance, the realization by the State Society of Industrial Participations of the following businesses legal:
(a) The acquisition or sale of shares or shares of which is a holder in the share capital of the participating companies, as well as the financing of the shares, which do not consist of short-term loans or operations cash, where the operation exceeds 1,000,000,000 pesetas.
(b) The acquisition or disposal of shares, preferential subscription rights or other securities incorporating a right to participate in the capital of companies whose shares are traded on Stock Exchanges when, in the case of of previously non-participating companies, the State Company and its participating entities acquire, within twelve months of the first purchase, representative units of more than 10 per 100 of the capital of the company.
(c) The acts of acquisition and loss of the majority position of the State Company in the companies directly or indirectly involved.
d) Acts involving the acquisition or sale by the State Company of Industrial Participations of 10 per 100 or more of the capital of a company shall be communicated to the corresponding Commissions of the Congress of the Deputies and the Senate.
6. The resources obtained by the State Company in the exercise of its tasks shall be intended, preferably, to meet the maturities of the principal and of the interest, commissions and other expenses of financial operations formalized up to on 31 July 1995, by the National Institutes of Industry and Hydrocarbons, as well as those which may be generated by virtue of the provisions of the second transitional provision of this Law.
Article 13. Debt capacity.
1. The State Company may carry out any financial operations in the form referred to in Article 11 above, for which the debt is used in securities issues shall be admitted ex officio to the trading in the securities. Stock exchanges and other organized markets.
It will not apply to the emissions of the State Society of Industrial Participations the regime established in Law 211/1964, of December 24, on the regulation of the issuance of bonds by companies that have not adopted the form of anonymous persons, associations or other legal persons.
In the representation of securities of the State Society of Industrial Participations, by means of annotations in mind, the publication of the characteristics of the issue in the "Official Gazette of the State" will replace the public deed, in accordance with the provisions of the fourth paragraph of Article 6 of Law 24/1988 of 28 July 1988 on the Securities Market, in conjunction with Article 101 of Law 31/1990 of 27 December 1990.
2. In its indebtedness, the State Company shall be subject to the limits which it may establish for each financial year the General Budget Law of the State, having such a limit the net character, and being effective at the end of the financial year, without charge, the changes in circulating liabilities arising from the concerted cash flow operations with the subsidiaries and undertakings in which it participates, directly or indirectly, in the majority form are taken into account.
3. Short-term, cash-and-cash transactions with subsidiaries and companies in which the State Company is directly or indirectly involved in a majority of transactions shall comply with the limit set in its budget. annual.
Article 14. Accounting, budgetary and fiscal arrangements.
1. The budgetary regime, accounting and financial control of the State Society of Industrial Participations shall be those that correspond to the nature attributed to it in Article 10 of this Law, with the exception of established in this precept and in the provisions that develop it.
In particular, and as far as accounting is concerned, the General Accounting Plan will apply to the State Society.
2. The State Society of Industrial Participations and their majority-owned companies will be taxed in the Corporate Tax according to the consolidated tax system. The group's inclusions and exclusions will occur in the same exercise in which the State Company acquires or loses, as the case may be, the status of a majority partner.
The calculation of tax benefits and incentives shall be carried out, with exclusive reference to the companies belonging to the aforementioned consolidated group.
Likewise, the exception to the general obligation of withholding on income from capital, provided for in Article 8.1.e) of Law 14/1985, will apply to the State Society of Industrial Participations. Tax on Financial Assets.
3. All capital transfers, corporate operations and acts resulting from the creation of the State Company shall be governed by the provisions of Articles 7.1 and 8 of this Law.
Article 15. Decision-making bodies and staff.
1. The governing bodies of the Company shall be the President and the Board of Directors.
2. The President of the Company will be appointed by the Government, through Royal Decree, on a proposal from the Minister of Industry and Energy. His remuneration, for all the concepts, will be fixed by the Minister of Economy and Finance, on a proposal from the Minister of Industry and Energy.
3. The Board of Directors shall be composed of the President of the State Society and six Directors appointed by the Minister of Industry and Energy.
The duties of the President and the Board of Directors of the State Company will be determined.
4. The staff of the State Society shall be bound by a relationship subject to the corresponding private law rules. In any event, no compensation shall be paid for termination or termination of that relationship exceeding the maximum laid down in the legislation in force.
Article 16. Parliamentary information.
1. The Industrial Agency of the State shall forward to the General Courts annually information on its action plans and on the distribution among its companies of the funds of budgetary origin.
2. The Presidents of the Industrial Agency of the State and their companies shall report to the corresponding Commissions of the Congress of Deputies and the Senate, when required for this purpose, on their plans for action, contracts and programmes. use of public funds.
3. The President of the State Society of Industrial Participations and those of the companies involved in the majority of the companies will have to inform the relevant parliamentary committees when they are required to do so.
4. The Industrial Agency of the State and the State Society of Industrial Participations, as well as their companies, will have to forward to the General Cortes the same information and in the same time as that which the listed companies are required to file with the National Securities Market Commission.
ADDITIONAL DISPOSITION
Unica. Continuity of legal situations.
1. In accordance with the provisions of the single additional provision 1, of Royal Decree-Law 5/1995 of 16 June 1995, of the creation of certain public law entities, the Industrial Agency of the State is understood to have been subrogated since 1 August 1995, in the ownership of the goods, obligations and rights, of which the National Institute of Industry, in respect of the companies included in Annex I of this Law, is the holder, without prejudice to the provisions of paragraph 3 of this Law disposition.
2. In accordance with the provisions of the single additional provision 2, of Royal Decree-Law 5/1995 of 16 June 1995, of the creation of certain public law entities, the State Company of Industrial Participations is understood to be subrogated, from the 1 August 1995, in the ownership of the goods, obligations and rights, even if they are not expired, or are liquid or enforceable, that the National Institutes of Industry and Hydrocarbons, in respect of the companies, are the holders included in Annex II to this Act.
3. In accordance with the provisions of the single additional provision 3, of Royal Decree-Law 5/1995 of 16 June 1995, of the creation of certain public law entities, the State Company of Industrial Participations is understood to be subrogated, from the This date, in the legal position of the National Institute of Industry with respect to the property obligations relating to the companies listed in Annex I to this Law, that the latter was a holder and also in all transactions (a) to be completed by the Institute, as well as at the end of the year. granted to that date by any of the extinct entities, which are not covered by paragraph 5 below. These obligations will maintain the State guarantee on the same terms as those of the Public Finance.
4. The State Society of Industrial Participations shall maintain the rights acquired by the National Institute of Industry, in particular the derivatives of the consolidated tax regime in the Company Tax.
5. In accordance with the provisions of the single additional provision 5, of Royal Decree-Law 5/1995 of 16 June 1995, of the creation of certain public law entities, the Treasury is understood to be subrogated in the pending endorsements of 31 July 1995 and awarded by the extinct National Institute of Industry for companies whose shares are awarded to the State Industrial Agency.
6. In accordance with the provisions of the single additional provision 6, of Royal Decree-Law 5/1995 of 16 June 1995, of the creation of certain public law entities, the State Company of Industrial Participations is understood to be subrogated in the ownership of the goods, rights and obligations not mentioned in the preceding paragraphs of the National Institute of Industry and the National Hydrocarbons Institute, respectively, at 31 July 1995.
TRANSIENT PROVISIONS
First. Legal regime applicable to the National Institute of Industry and the National Hydrocarbons Institute until 31 July 1995.
According to the provisions of Royal Decree-Law 5/1995 of 16 June of the creation of certain public law entities, the National Institute of Industry and the National Institute of Hydrocarbons have been extinguished. dated 31 July 1995.
Second. Legal regime applicable to the State Industrial Agency and the State Society of Industrial Participations.
1. For the purposes laid down by Law 41/1994 of 30 December 1994 on the General Budget of the State for 1995, the capacity of the National Institute of Industry to be approved for a maximum of 300 000 million pesetas, to which the Article 49 of that provision, in the part which would not have been used by the National Institute of Industry until 31 July 1995, is understood to be assumed, as provided for in the second transitional provision 1, of Royal Decree-Law 5/1995, 16 June, for the creation of certain public law entities, by the Treasury, which must to target it, within the same undisposed limit, to meet the needs of the integrated enterprises in the State Industrial Agency.
2. For the purposes provided for by Law 41/1994 of 30 December 1995 of the General Budget of the State for 1995, the capacity of the National Hydrocarbons Institute to be approved for a maximum limit of 150,000,000,000 pesetas, to which it refers Article 49 of that provision, in the part which had not been used by the National Hydrocarbons Institute until 31 July 1995, is understood to have been transferred, as provided for in the second transitional provision 2, of the Royal Decree-Law 5/1995, of 16 June, of the creation of certain entities governed by public law, to the Company State of Industrial Participations to meet the needs of the companies integrated in this Society. Such endorsements shall have the same guarantee terms as those of the National Institute of Industry.
3. Similarly and during the 1995 financial year, the State Society of Industrial Participations may be indebted, within the limits of the credit operations authorized in Article 44 of Law 41/1994, in respect of its Annex III, by a quantity equivalent to that which was not used by the National Institute of Industry at 31 July 1995. Such operations shall have the same guarantee conditions as those for the said Institute.
4. The staff who, at the entry into force of this Law, shall be providing their services in "Teneo, Sociedad Anonima", in the areas which affect the competence and functions of the Agency, may be integrated into the Agency within the maximum period of 90 days. from the establishment of that Agency.
Third. Payment of tax and social dues.
Within the AH-Ensidesa Joint Competitiveness Plan and in the framework of the Decision of the European Union Commission of 12 April 1994 on the aid which Spain intends to grant to the public steel company, Integral Steel Corporation (today called "AHV-Ensidesa Capital, Sociedad Anonima"), the tax debts that "Altos Hornos de Vizcaya, Sociedad Anonima", and the "National Iron and Steel Company, Company Anonymous", have pending entry In force of this Law will be satisfied in the terms established in the adjournments which have been granted by the State Tax Administration Agency.
Also, the Social Security contributions that such companies have pending, upon the entry into force of this Law, will be met in the terms established in the deferrals granted by the General Treasury of the Social Security. Both in these deferrals and in those granted by the State Tax Administration Agency, the interest on late payment and the surcharges that have already become due shall not be payable.
REPEAL PROVISION
Unica. Regulatory repeal.
In the form, period and with the effects resulting from Article 1 and the first transitional provision of this Law and, in any event, by 31 July 1995, the provisions of this Law will be repealed. this Act and in particular the following:
Law of September 25, 1941, of Creation of the National Institute of Industry.
Decree-Law 20/1970, of December 24.
Law 45/1981, of December 28, of Creation of the National Institute of Hydrocarbons.
Article 123 of Law 37/1988, of December 28, of General Budget of the State for 1989.
FINAL PROVISIONS
First. Operating and Capital Budgets.
The Operating and Capital Budgets of the Industrial Agency of the State and the State Society of Industrial Participations are approved for the period from 31 July to 31 December 1995. are listed in Annex III to this Act.
Likewise, the Ministry of Economy and Finance is authorized to carry out the necessary credit transfers in order to apply the proportional portion of the appropriations to the State Industrial Agency. Budget for the 1995 financial year, in favour of the National Institute of Industry.
Second. Regulatory development.
The Government, on the proposal of the Minister of Industry and Energy, will dictate the necessary provisions for the development and implementation of this Law.
Third. Entry into force.
This Law shall enter into force on the day following that of its publication in the "Official Gazette of the State".
Therefore,
I command all Spaniards, individuals and authorities, to keep and keep this Law.
Madrid, January 10, 1996.
JOHN CARLOS R.
The President of the Government,
FELIPE GONZÁLEZ MARQUEZ
ANNEX I
Equity shares, rights and obligations of public ownership transferred to the State Industrial Agency
|
| Percentage | Entitlement | Number of |
|---|---|---|---|
|
Construction Division, integrated by the following companies: |
|
|
|
| Spanish Shipyards, S. A. (AESA) | 100 | INI | 2,000,000 |
|
Shipyards and Workshops, S. A. (ASTANO) | 100 | INI | 100,000 |
| 99.99 | INI | 10.191.589 | |
| E. National Sta. Barbara Intrust. Militants, S. A. (ENSB) | 100 | INI | 1,000,000 |
| E. National Bazan Construcc. Naval. Militants, S. A. (BAZAN) | 100 | INI | 50,648 |
|
|
|
| 2.531,600 |
|
| 100 | INI | 150,000 |
|
|
|
|
750,000 |
|
de Figaredo, S. A. (FIGAREDO) | 100 | INI | 100,000 |
|
Tubular Products, S. A. | 100 | INI | 100,000 |
| Integra. Southwest Spain, S. A. (PRESUR) | 99.5 | INI | 3.831,000 |
| Sidenor, S. A. | 50 | INI | 3.450.002 |
| CSI Steel Corporation, S. A. | 50 | INI | 5,000,000 |
| AHV-Ensidesa Capital, S. A. | 50 |
INI | 26,803,000 |
|
Mediterranean Horn, S. A. (AHM) | 100 | INI | >2.188,000 |
|
Potases of Navarre, S. A. (settlement) | - | - | - |
Obligations and rights referred to in the additional 30th of Law 42/1994, agreement of the Council of Ministers of 24 March 1995 and contract of 24 April 1995 between the National Institute of Industry and "Altos Ovens de Vizcaya, Sociedad Anonima", and "Empresa Nacional Siderúrgica, Sociedad Anonymous".
Obligations and Rights referred to in the Law of 11 May 1942, which created the "National Company Bazan of Military Shipbuilding, Anonymous Company", as amended by Law 45/1966, of July 23, and provisions complementary.
Obligations and rights referred to in Law 44/1959 of 30 July on the reorganization of the military industry and supplementary provisions.
ANNEX II
Shares of public ownership that are transferred to the State Society of Industrial Participations
|
| Percentage | Entitlement | Number of | |
|---|---|---|---|---|
|
Repsol, S. A. | 21.00 | INH | 63.002.859 | |
| Enagas, S. A. | 9.00 | INH | 1.893.162 | |
| Sagane, S. A. | 91.00 | INH | 273,000 | |
|
3.81 | INH | 1.423.520 | ||
| Newcomar, S. L. | 10.00 | INH | ||
| Euroforum-Escorial | 0.22 | INH | 4.546 | |
|
INI | INI | |||
|
INI Finance BV |
INI | 4,000 | ||
|
Newcomar, S. L. |
INI | INI |
| |
| Diques, S. A. (DIATLSANSA) | 45.00 | INI | 153,000 | |
|
Assistant Services Labor Foundation | - | INI | - |
ANNEX III
Capital and operating budget of the State Industrial Agency and the State Society of Industrial Participations
Operating budget of the State Industrial Agency
(Million pesetas)
| Must: |
|
|
Expenses |
275 |
|
Other operating expenses | 125 |
| Total must | 400 |
| Haber: |
|
|
Loss of ordinary activities | 400 |
|
Total haber | 400 |
Capital Budget of the State Industrial Agency
(Million pesetas)
|
: |
|
| Resources generated by the operations | (400) |
| Total fund source | (400) |
| Application: |
|
|
|
(450) |
|
Total Funds Application | (400) |
Operating Budget of the State Society of Industrial Participations
(Million pesetas)
|
| 9.176 |
|
Total Revenue |
9.176 |
|
expenses | 55 |
|
Other expenses exploitation | 350 |
|
33,312 | |
| Total Expenses | 33.717 |
|
Result | (24,541) |
|
Results | 41.154 |
| 16.613 |
Capital Budget of the State Society of Industrial Participations
(Million pesetas)
| 6,906 | |
| Indebtedness | 209,500 |
| Self-financing | 16.613 |
|
source total | 233,019 |
|
Debt Repayment | 68,374 |
|
to Uninvested Companies | 2.747 |
| Investment in depreciable expenses | 633 |
|
Variation of the maneuver | 161.265 |
