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

I

1. In the process of reform of Spanish commercial law, the renewal of the right of limited liability companies is presented as an objective and urgent necessity. The reasons behind the legislative change are varied. On the one hand, the inadequacies of conception and the legal regime of the special regulatory law of 17 July 1953, in which one of the concurrent causes of the moderate use of this social form in the Spanish reality, are known. until very recent dates. On the other hand, the reform is a consequence of the new legal system of public limited liability companies, introduced by Law 19/1989 of 25 July 1989, of partial reform and adaptation of commercial law to the EEC Directives on companies. It is evident, in fact, that where anonymous society is configured as a form of functional multipurpose, the limited liability company tends to become a secondary, or even marginal, form; and, vice versa, when the public limited liability company is configured as the form specifically predisposed for the requirements of the great company, the limited liability company is powered and expanded. Although in the new right of public limited companies, the correspondence between anonymous and large companies is not absolute, the choice of this social form by small and still medium sized companies is not entirely advisable. The rigor of the legal regime of the public limited company, with limited space for the autonomy of the will in the shaping of its internal functioning, together with the cost of the structure, are factors that must guide the choice of the form in favor of the limited liability company. At the same time, the minimum share capital of the anonymous person fulfils a deterrent function in relation to the most modest economic initiatives. These appear to be the causes of the large increase in the number of limited liability companies which are constituted, and the many transformations of limited liability companies in limited liability companies must be added, in particular in the phase of adaptation to Law 19/1989, of 25 July.

2. Indeed, Law 19/1989, of 25 July, has made significant changes to the legal system of the limited liability company. In some cases, it is necessary to adapt the Spanish law to those Directives applicable to this social form. In others, for reasons of mere opportunity. But these reforms, prepared urgently, are not enough because, in spite of them, many of the problems raised under the Law of 17 July 1953 remain unresolved. Moreover, the changes introduced do not always take into account the particularities of the social form, content with global referrals which, although they fill in some gaps, raise new difficulties of interpretation. A comprehensive reform of the Spanish right of limited liability companies is therefore imposed, in which, from a more precise conception to the requirements of reality, a sufficient and precise legal regime is offered.

The claim to provide an adequate legal framework for this social form exempts from introducing into the Law the provision of the applicable supplementary law, the uselessness and inadequacy of which had been repeatedly denounced under the law. validity of the previous right. Certainly, in some matters, the legal text reproduces-at times, with technical specifications-certain precepts of the Law of Companies, or contains references to specific articles of the Law. But neither this law, nor any other special mercantile, has the character of an extra right.

II

Three general postulates should serve as a basis for the new right. The first refers to the hybrid nature of the limited liability company, whose misnombre is to be maintained by the tradition it has in Spanish law, not without acknowledging that this name has in the past been a negative factor in the choice of the social form; the second is the one concerning its "closed" character; and the third, in short, is manifested in the flexibility of its legal regime.

1. In the legal form of the limited liability society, personalistic elements and capitalist elements must coexist in harmony. Of course, this social form coincides with the anonymous society in both the corporate structure and the limitation of the partners ' responsibility. But the limited is not a "small anonymous", just as it is also not a collective whose partners enjoy the benefit of the limitation of responsibility. It is therefore a question of finding the necessary balance between alternative models. The limited liability company is configured, in accordance with the general criterion, as a company in which the partners do not personally respond to social debts and, at the same time, as a company whose share capital is divided into shares. social that cannot be incorporated into securities or be represented by means of annotations in mind.

2. It is also an essentially closed company, in which the shares are restricted by the transfer, except in the case of acquisition by members, by the spouse, ascending or descendant of the partner or by companies belonging to the The same group as the transmitte, which, in the absence of a statutory clause to the contrary, are supposed to be free transmissions. This closed character is also stated in that, unless otherwise provided in the statutes, the representation in the meetings of the General Board has a restrictive character.

It could appear that this characteristic of the limited liability company is in contradiction with the abolition of the maximum number of members, set at 50 by the Law of 17 July 1953. The variable solution which, in this area, follows the most representative legislation, together with the aim of extending the use of this social form to the maximum, has recommended that this limit be removed. These arguments add to the need to overcome the issues that were sometimes raised in the previous practice, mainly in the case of transmissions of mortis causa. As a result of the lack of a record of the exact number of partners, the third party acquiring one or more units was objectively unaware of whether or not the company could recognise the legitimacy of the exercise of the rights. as a result of the status of a partner, a legally prohibited recognition where the maximum personal limit was exceeded by virtue of the transmission. Certainly, as there is no such limit, there may be societies with a high number of partners, which may pose problems for the smooth functioning of social life. However, it is no less true that both the special scheme for the transfer of shares, and certain other legal provisions which remove this social form from secondary stock markets, may constitute a new legal system. natural barrier to possible excess in the number of partners. And, in any case, the disadvantages that could derive from this excess must be appreciated by the people they affect, and the decision of an eventual transformation is entrusted to their discretion.

3. The third postulate on which the projected right is based is that of the flexibility of the legal system-on the other hand, relatively simple-in order that the autonomy of the will of the partners has the possibility to adapt the system applicable to their specific needs and conveniences. The essential minimum requirement is to add a broad set of supplementary rules of private will, which the partners can repeal by means of the appropriate statutory provisions. The statutes may accentuate the degree of personalisation, such as, for example, by completing the general principle of the adoption of agreements by the majority of capital with the requirement of a favourable vote for a certain number of partners; they may also to modify the system for the transfer of social interests, by opting between requiring the consent of the company or establishing a right of preferential acquisition, or intensifying the closed character which is inherent in this social form; or other examples, may replace the legal system of advertising of the call of the Board or determine the specific duration of the administrator position, which is otherwise legally configured for an indefinite period of time.

However, the partners cannot cross the borders that separate the limited liability company and the limited liability company. In the sharpness of this dividing line lies precisely the guarantee of a proper choice of social forms. It is possible that in the right of the future the correlation between different social forms has to be considered with different legal criteria; but until such a global reform is faced, it seems appropriate to follow the legislative policy that, It is clear from Law 19/1989 of 25 July 1989. In this respect, it is essential for the limited liability company to be closed on its own, so that, in contrast to the shares, the shares in the company cannot be freely transferable in general. On the other hand, and for the same reason, this social form must be prohibited as soon as it involves the use of collective savings as a direct means of financing. These are consequences of this premise, not only the impossibility of constituting the company by the system of successive foundation or of raising capital by public offering of the participations, but also the prohibition of the emission of bonds or bonds, or the severe limitation of the assumptions of acquisition of own shareholdings.

To the concern for the flexibility of the legal regime, the concern for a simpler and less expensive regime than that of the public limited companies is bound. Among the many manifestations of this principle of legislative policy, the non-demand for independent expert report on non-cash contributions, or certain reports and requirements for legal advertising, as well as the non-requirement of recognition of the right of opposition of creditors in cases of reduction of social capital in which, on the contrary, the Law of Companies has established it. The necessary guardianship of the partners and the third parties is articulated through a more rigorous substantive regime in defense of the social capital. This is the sense of the demand for the full disbursement of the social participations, and of the establishment of solidarity responsibilities for the reality and valuation of the non-cash contributions, in case of reduction of the capital with the return of contributions or the assumption of the perception of the settlement fee when there are unsatisfied social debts.

III

Among the law's governing ideas is that of a more intense protection of the partner and the minority. This tutelage is particularly necessary in a social way in which, because of its closed character, the most effective measure of defense is lacking: the possibility of freely negotiating in the market the patrimonial value in which the participation of the partner is translated. This is the sense of the extent to which the right of separation of the partner is allowed, or of the express recognition of the right to request the separation of the liquidators when three years have elapsed since the opening of the process settlement without the final balance of settlement having been submitted to the General Board for approval. Many other legal norms also have a concern for guardianship. This is the case with those governing the exercise of the right to vote in the event of a conflict of interest, or those that introduce limits to the power of the majority in the event of statutory amendments or for the fixing of the remuneration of the administrators.

With regard to the protection of the minority, it is necessary to recall that the Exposition of Motives of the Law of 17 July 1953 incidentally stated that in the limited liability company " there is no problem of defence of minorities. " This statement has been denied by the reality that, precisely, it seems to show that the risk of conflict between the majority and the minority is inversely proportional to the size of the company. This Law has therefore reduced the percentages to which minority rights are attributed, while recognising new rights for the minority, such as the examination of accounting, with all its records, which is independent of the law. information from the partner, which is designed to be similar to the shareholder's right of information. This protection of the minority also appears in the demand for a firm judicial decision for the effectiveness of the exclusion of the partner or partners who have a qualified percentage of the share capital. However, it has not been considered appropriate to recognise the minority in the right of proportional representation in the body of the collegiate administration, thus preventing the possible conflict between partners or groups of partners from reaching an organ in which, For strict reasons of effectiveness, a certain degree of homogeneity is advisable.

IV

One of the most sensitive aspects of the reform is that of the one-man society. In this field, two radically different conceptions have traditionally been faced: for some, the one-person society, whether originating or overcoming, should only be a legal channel for the requirements of small and medium-sized enterprises. For others, on the contrary, the general admissibility of the one-man society is nothing but a tribute to the sincerity that every legislator must show when he warns of a divorce between reality and legislated law-to use the known words of the Motives Exhibition of the Law of 1951-so that the new right, in the judgment of this second stream, must not only admit and regulate the unipersonal limited liability society, but also the society (a) a single person, who should acquire a letter of a nature in the law itself, making it a rule the exception that today contains the Companies Act for public in nature.

From between these two conceptions, the Law is strongly oriented by the second, admitting the original one-personality or over-coming of the limited liability companies as well as for the limited companies. Although the impetus generated by Directive 89 /667/EEC of 21 December seeks to satisfy the requirements of small and medium-sized enterprises-as is recognised in the Preamble-the text of the Directive, which is incorporated into the law by this Law, is incorporated into the law. It does not prevent them from being housed under one-personality large scale initiatives, thus serving the requirements of any kind of company. In line with this approach, it is expressly accepted that the one-person company may be constituted by another company-even if the founder is, in turn, one-person-while extending the concept of one-personality to cases in which the ownership of all the shares or social interests corresponds to the partner and the company itself.

However, it has seemed appropriate to clarify the legal regime contained in the Directive, while introducing some other rules with the fundamental aim of extending the protection of third parties.

For reasons of mere opportunity, the application of some of these rules to single-person public companies does not proceed.

V

1. Council Directives 90 /604/EEC and 90 /605/EEC of 8 November 1990 amended certain points of Directive 78/660 and 83/349 on the annual accounts of certain types of company and consolidated accounts. This amendment obviously affects the discipline of the annual accounts contained in Chapter VII of the current Law on Limited Companies, while implying an extension of the application of that discipline to certain companies simple collectives and comanditarias.

To the extent that this discipline is also applicable to limited liability companies, it seems appropriate and reasonable that the new regulatory law of these companies should incorporate the aforementioned amendments. Further to the need for a reiteration of the precepts relating to the annual accounts established for the public limited liability company, a general reference to these precepts has been chosen, with the specific exceptions considered to be in line with the with the characteristics of the limited liability company. This implies that the amendments introduced by the reference directives must be incorporated in the accounting discipline of the public limited liability company, so that the legislative reference to the latter is also incorporated into the the accounting officer of the limited liability company.

For this reason, together with the specific precepts included in the Law, the additional provisions necessary for the incorporation of the Directives have been drafted, taking advantage of this partial reform of the the accounting officer of the commercial companies to clarify certain precepts of the same which have raised certain doubts or have raised some difficulties in their interpretation or application.

2. In this respect, the incorporation of a paragraph 5 to the number 34 of the Code of Commerce seeks to avoid the doubts that could be raised by the introduction in Article 222 of the Law of Companies, which is limited to an authorization of the accounts in ecus, under cover of the As provided for in Articles 8 and 9 of Directive 90/604, it is clear that, irrespective of this possible publication, the formulation of the accounts will always be in pesetas. It also covers a gap which is noted in the discipline of the Code relating to annual accounts, introducing a rule of the same literal wording as that laid down in Article 44.7 for consolidated accounts. The new Article 41 (2) incorporates the requirement laid down in Article 1.1 of Directive 90/605, by making use of a somewhat broader and more simple formula which avoids the difficulties of a specific description of the companies to which the Directive extends the scheme of the accounts of the public limited liability company, without the extension of that requirement to certain cases not covered by the Directive to be of particular relevance as cases which do not Importance in Spanish practice. Finally, the amendment to Article 42 (6) aims at the harmonization of the system of consolidated accounts with Article 212 of the Law on Limited Companies, which does not impose the submission of the management report for approval. of the General Board.

3. The amendments to the text of the Law on Limited Companies are made in the new wording of Articles 181 and 190, extending the possibility of formulating abbreviated accounting statements, and in the deletion of Article 201 of the requirement that in abbreviated memory the indications referred to in Article 200 of the Law are referred to. It has not been considered appropriate, on the other hand, to make use of the authorisation contained in Article 4 of Directive 90/604, which authorises Member States to allow data relating to the remuneration of administrators not to be provided. where they permit the identification of the situation of a given member of the administrative body. It has been estimated that, apart from the doubts raised by the opportunity and the justice of the precept, it would leave the internal standard of the article 200-12. º of the Law of Companies Anonymous.

VI

The use of the technical provisions of the additional provisions has been considered, also, for the incorporation into our societarium order of the discipline on the indirect autobportfolio contained in the directive 92 /101/EEC. In this sense, bearing in mind that in the reform of the discipline of the public limited company carried out in 1989, the system had already been chosen to extend integrally to the subscription, acquisition and possession of shares of the dominant company concerning the subscription, acquisition and possession of own shares, the fulfilment of the Community mandate required only specific amendments to the provisions contained in Section 4 of Chapter IV of the recast of the Law of Public Limited Companies.

Perhaps the most relevant modification is that which affects your Article 87 which, for your full accommodation to the aforementioned Directive, needs to be replaced in its entirety. It has in fact introduced a concept of a dominant company which complies with the mandatory provisions of Article 24a (1) (a) which the new Directive has added to Directive 77 /91/EEC and other optional provisions. whose incorporation into our system has been considered appropriate.

The rest of the reforms of the current discipline in the field of self-portfolio basically respond to the desirability of perfecting its current formulation. To this end, it should be recalled that our Company Law had not extended the discipline of direct self-portfolio to indirect self-portfolio by means of the general clause technique now used by Directive 92/101/EEC, but, In order to achieve greater certainty in the development of a particularly complex regulation, I had already preferred to establish this point-by-point equalisation. The technique then followed is, of course, more difficult to execute, and it bore the risk of incurring errors or deviations from which the legislator was not fully spared. This circumstance makes it necessary that at this time, and in order to fulfil the Community mandate more faithfully, the deficiencies noted during the validity of the Law of 1989, which are introduced in some of its precepts, are remedied. the modifications or additions required for such a remedy.

CHAPTER I

General provisions

Article 1. Concept.

In the limited liability company, the capital, which will be divided into social units, will be integrated by the contributions of all the partners, who will not personally respond to the social debts.

Article 2. Name.

1. The name of the Company must necessarily include the indication "Society of Limited Liability", "Limited Company" or its abbreviations "S.R.L." or "S.L.".

2. A name identical to that of another pre-existing company may not be adopted.

3. Further requirements for the composition of the social name may be laid down.

Article 3. Commercial character.

The limited liability company, whatever its object, shall have a commercial character.

Article 4. Social capital.

The capital may not be less than five hundred thousand pesetas, it will be expressed precisely in this currency and from its origin it will have to be fully disbursed.

Article 5. Social participations.

1. The share capital shall be divided into indivisible and cumulative shares. The shares shall attribute to the shareholders the same rights, with the exceptions expressly provided for in this Law.

2. The shares shall not have the character of securities, they may not be represented by securities or notes on account, nor shall they be called shares.

Article 6. Nationality.

1. All limited liability companies which have their registered office in Spanish territory shall be Spanish and shall be governed by this Law, irrespective of the place in which they were established.

2. Limited liability companies whose principal establishment or operation within their territory must have their registered office in Spain.

Article 7. Address.

1. The limited liability company shall fix its domicile within the Spanish territory at the place where the centre of its effective administration and management is situated, or in which it radiuses its principal establishment or operation.

2. In the event of a disagreement between the registered office and the address referred to in the previous paragraph, third parties may consider any of them as their domicile.

Article 8. Branches.

1. The limited liability company may open branches anywhere in the territory of the country or abroad.

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

Article 9. Prohibition of the issuance of obligations.

The limited liability company may not agree or guarantee the issuance of obligations or other marketable securities grouped in emissions.

Article 10. Credits and guarantees to partners and administrators.

1. The limited liability company may grant to another company belonging to the same group loans or loans, guarantees and financial assistance, but, unless the General Board agrees with each individual case, it shall not be able to carry out the acts. prior to their own partners and administrators, or anticipate funds.

2. For the purposes of the preceding paragraph, a group of companies shall be deemed to exist where one of the cases laid down in Article 42 of the Trade Code is present.

CHAPTER II

Society Constitution

SECTION 1. CONSTITUENT REQUIREMENTS

Article 11. Constitution of the company.

1. The company shall be constituted by public deed, which must be entered in the Commercial Register. With the registration you will acquire the limited liability company your legal personality.

2. The covenants that are kept reserved between the partners will not be opontable to the society.

3. The provisions of Articles 15 and 16 of the Law on Limited Companies shall apply to the training society and to the irregular society.

SECTION 2 WRITING AND STATUTES

Article 12. Writing of constitution.

1. The articles of association of the company must be written by all the founding members, either by representative or by representative, who shall assume all the social interests.

2. In the deed of constitution they shall be expressed:

a) The identity of the partner or partners.

b) The willingness to constitute a limited liability company.

(c) The contributions that each partner makes and the numbering of the participating interests in payment.

d) The statutes of the company.

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

f) The identity of the person or persons who are initially charged with administration and social representation.

3. The writing may include all the covenants and conditions that the partners deem appropriate to establish, provided that they do not object to the laws or contradict the configurator principles of the limited liability company.

Article 13. Statutes.

The statutes shall include at least:

a) The name of society.

b) The social object, determining the activities that integrate it.

c) The closing date of the social exercise.

d) The registered address.

(e) The share capital, the shares in which it is divided, its nominal value and its correlative numbering.

f) The mode or modes of organizing the administration of the society, in the terms established in this Law.

Article 14. Beginning of the operations and duration of the society.

1. Save as otherwise provided in the statutes, social operations shall begin on the date of granting of the instrument of incorporation. The statutes may not set a date prior to the date of the granting of the deed, except in the case of conversion.

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

Article 15. Presentation of the writing of the constitution to be entered in the Mercantile Register.

1. The deed of incorporation must be filed in the Commercial Registry of the registered office within two months from the date of its granting.

2. The founders and the administrators shall be jointly and severally liable for any damages caused by the failure to comply with this obligation.

SECTION 3 OF THE NULLITY OF THE COMPANY

Article 16. Causes of nullity.

1. Once the company is registered, the action for annulment may be exercised only for the following reasons:

a) For the inability of all founding partners.

(b) For not having attended the act establishing the effective will of at least two founding members, in the case of a plurality of these, or of the founding partner in the case of a single-member company.

c) For the purpose of being illegal or contrary to public order.

d) For not having fully disbursed the share capital.

e) By not expressing in the articles of incorporation or in the social statutes the name of the company, the contributions of the members, the amount of the capital or the social object.

2. Outside the cases referred to in the preceding paragraph, the absence or nullity of the registered company may not be declared, nor shall its cancellation be agreed.

Article 17. Effects of the declaration of invalidity.

1. The judgment declaring the nullity of the company opens its liquidation, which will be followed by the procedure provided for in this Law for cases of dissolution.

2. Nullity shall not affect the validity of the obligations or the claims of the company vis-à-vis third parties, nor the validity of the obligations of the company vis-à-vis the company, subject to the rules governing the liquidation.

3. The partners, where the assumption of Article 16.1 (d) of this Law is concerned, shall be obliged to pay up the share of the subscribed capital and not fully disbursed.

CHAPTER III

Social contributions

SECTION 1 OF THE SOCIAL CONTRIBUTIONS

Article 18. Purpose and title of the contribution.

1. Only assets or property rights which are subject to economic valuation may be contributed. In no case may the work or services be the subject of a contribution.

2. Any contribution is deemed to have been made on a property basis, unless expressly stated otherwise.

Article 19. Cash contributions.

1. Cash contributions shall be established in national currency. If the contribution is in foreign currency, its equivalence in pesetas shall be determined in accordance with the Law.

2. Before the Notary authorizing the writing of the constitution or increase of the social capital, the reality of the contributions in cash must be credited with certification of the deposit of the corresponding amounts in the name of the society in a credit institution, which the Notary shall incorporate into the deed, or through its delivery for the writing to be in the name of it.

The validity of the certification will be two months from your date. As long as the period of validity does not elapse, the cancellation of the deposit by whoever constituted it will require the prior return of the certification to the issuing credit institution.

Article 20. Non-cash contributions.

1. In the articles of incorporation or in the execution of the increase in the share capital, the non-cash contributions shall be described, with their registered data if they exist, the valuation in pesetas attributed to them, as well as the numbering of the allocated units in payment.

2. The provisions of Article 39 of the Law on Limited Companies shall apply to contributions.

Article 21. Responsibility for the reality and valuation of non-cash contributions.

1. The founders, the people who will hold the status of partner at the time of the increase of capital and who acquire some participation paid by non-cash contributions, will respond in solidarity to the society and in the face of the social creditors of the reality of such contributions and of the value attributed to them in writing. The administrators shall also be jointly and severally liable for the difference between the valuation they have made in compliance with the provisions of Article 74.3 of this Law and the actual value of non-cash contributions.

If the contribution had been made as a consideration of an increase in capital, the partners who would have made the statement of their opposition to the increase or the valuation attributed to the increase would be exempt from this responsibility. contribution.

2. The liability action shall be exercised by the administrators or the liquidators of the company. The prior agreement of the company shall not be necessary for the exercise of the action.

3. The liability action may also be exercised by any partner who has voted against the agreement as long as it represents at least five per cent of the share capital and by any creditor in the event of the insolvency of the society.

4. Liability vis-à-vis the company and the social creditors referred to in this Article shall prescribe at least five years from the time the contribution was made.

5. Members whose non-cash contributions are subject to an expert assessment in accordance with the provisions of Article 38 of the Companies Act shall be excluded from joint and several liability.

SECTION 2 OF ANCILLARY SERVICES

Article 22. Statutory character.

1. The statutes may provide, on a compulsory basis for all or some of the partners, ancillary services other than capital injections, expressing their specific and specific content and whether they are to be carried out free of charge or by remuneration.

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

Article 23. Ancillary benefits paid.

In the event that the ancillary services are remunerated, the statutes will determine the compensation to be received by the partners who perform them. The amount of the remuneration shall in no case exceed the value corresponding to the benefit.

Article 24. Transmission of units with ancillary services.

1. The authorisation of the company shall be necessary for the voluntary transmission by means of live acts of any participation belonging to a partner personally obliged to perform ancillary services and for the transmission of those specific Social interests bearing the related obligation.

2. Unless otherwise provided in the statutes, the authorization shall be the responsibility of the General Board.

Article 25. Amendment of the obligation to perform ancillary services.

1. The creation, modification and early termination of the obligation to perform ancillary services shall be agreed with the requirements laid down for the amendment of the statutes and shall also require the individual consent of the required.

2. Failure to comply with the obligation to perform ancillary services for involuntary causes shall not lose the status of a member, unless otherwise provided for in the statutes.

CHAPTER IV

Regime of social participations

SECTION 1. GENERAL PROVISIONS

Article 26. Documentation of the transmissions.

1. The transmission of the social units, as well as the incorporation of the actual right of pledge on them, must be stated in public document.

The constitution of real rights other than that referred to in the previous paragraph on social participation must be stated in public deed.

2. The acquirer of the social interests may exercise the rights of the partner in relation to the company since the latter is aware of the transmission or constitution of the charge.

Article 27. Partner book book.

1. The company shall keep a Book of Partners, which shall include the original ownership and the successive, voluntary or forced transmissions of the social units, as well as the establishment of real rights and other charges on the same. Each annotation shall indicate the identity and address of the holder of the participation or of the right or charge constituted on that person.

2. The company may only rectify the contents of the Book Register if the persons concerned have not objected to the rectification within one month of the actual notification of the purpose of proceeding.

3. Any partner may examine the Book of Partners, which it takes into custody and whose custody corresponds to the administrative body.

4. The partner and the holders of real rights or charges on the social interests, have the right to obtain certification of the shares, rights or charges registered in their name.

5. The personal data of the partners may be modified at their request, not having any effect on society.

Article 28. Non-transmissibility of participations prior to registration.

Until the registration of the company or, as the case may be, the capital increase agreement in the Commercial Registry, the social contributions may not be transmitted.

SECTION 2. SCHEME FOR THE TRANSMISSION OF SOCIAL CONTRIBUTIONS

Article 29. Regime of voluntary transmission by means of live acts.

1. Save as otherwise provided in the statutes, the voluntary transfer of holdings by inter-company acts shall be free of charge, as well as the transfer of shares in favour of the spouse, parent or descendant of the partner or in favour of companies belonging to the same group as the transmitte. In other cases, the transmission is subject to the rules and limitations laid down by the statutes and, failing that, those laid down in this Law.

2. In the absence of statutory regulation, the voluntary transmission of social participation by inter-living acts shall be governed by the following rules:

(a) The partner who proposes to transmit his participation or interests must communicate it in writing to the administrators, stating the number and characteristics of the units he intends to transmit, the identity of the acquirer and the price and other conditions of the transmission.

(b) The transmission shall be subject to the consent of the company, which shall be expressed by agreement of the General Meeting, upon the inclusion of the matter on the agenda, adopted by the ordinary majority established by the Law.

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

(d) The price of the shares, the form of payment and the other terms of the transaction shall be those agreed and communicated to the company by the transferring partner. If the payment of the whole or part of the price is deferred in the transmission project, for the acquisition of the units it will be a prerequisite for a credit institution to guarantee the payment of the deferred price.

In cases where the transmission projected is for consideration other than the sale or free of charge, the purchase price shall be fixed by common agreement between the parties and, in the absence thereof, the actual value of the participation on the day when the purpose of broadcasting was communicated to the company. A real value shall be determined by the company's auditor of accounts and, if it is not required for the verification of the annual accounts, that set by an auditor appointed by the Commercial Registrar of the registered office at the request of the company. of any of the interested parties. In both cases, the remuneration of the auditor shall be satisfied by the company.

In the case of a contribution to a public limited liability company or a share of shares, the actual value of the shares shall be the value of the report drawn up by the independent expert appointed by the Commercial Registrar.

(e) The public transmission document shall be granted within one month from the date of the communication by the company of the identity of the acquirer or acquirer.

(f) The partner may transmit the shares in the conditions communicated to the company, when three months have elapsed since the company has made known its purpose of transmitting without the company have communicated the identity of the acquirer or acquirer.

Article 30. Prohibited statutory clauses.

1. The statutory clauses which make the voluntary transmission of the social units virtually free by inter-living acts shall be null and void.

2. The statutory clauses for which the partner offering all or part of his/her units is obliged to transmit a different number than those offered shall be null and void.

3. Only clauses that prohibit the voluntary transmission of social participation by live acts shall be valid, if the statutes recognise the partner the right to separate from the company at any time. The incorporation of these clauses into the social statutes will require the consent of all partners.

4. By way of derogation from the above paragraph, the statutes may prevent the voluntary transmission of holdings by means of live acts, or the exercise of the right of separation, for a period of not more than five years. to be counted from the constitution of the company, or for the shares arising from an increase in capital, from the grant of the public deed of its execution.

Article 31. Regime of the forced transmission.

1. The attachment of social interests, in any award procedure, shall be notified immediately to the company by the Judge or Administrative Authority which has decreed it, stating the identity of the board member and the Embargoed shares. The company will make the embargo annotation in the Book of Partners Book, immediately referring to all the partners copies of the notification received.

2. The auction or, in the case of any other form of legally-planned forced disposal, at the time before the award, will be suspended for the approval of the auction and the award of the social participations. The Judge or the Administrative Authority shall forward to the company verbatim testimony of the auction record or the award agreement and, where appropriate, of the award requested by the creditor. The company shall send a copy of the testimony to all the partners within a maximum of five days of receipt of the testimony.

3. The auction or the award to the creditor shall be final one month after the date of receipt by the company of the testimony referred to in the preceding paragraph. As long as they do not acquire firmness, the partners and, failing that, and only in the event that the statutes establish in their favour the right of preferential acquisition, the company, may be subrogated instead of the remaking or, where appropriate, the creditor, by means of the express acceptance of all the conditions of the auction and the full consignation of the amount of the auction or, where appropriate, the award to the creditor and all costs incurred. If the subrogation is exercised by several partners, the shares shall be distributed to each other in proportion to their respective social partners.

Article 32. Regime of transmission mortis causes.

1. The acquisition of some social participation by hereditary succession confers on the heir or legatee the status of a partner.

2. By way of derogation from the foregoing paragraph, the statutes may provide for the surviving partners a right to acquire the shares of the deceased partner, who are valued in the real value of the day of the death of the partner, the price of which shall be paid in cash. The valuation shall be governed by the provisions of Article 100 and the right of acquisition shall be exercised within the maximum period of three months from the date of the communication to the hereditary acquisition company.

Article 33. General scheme of transmissions.

The regime of the transfer of the social units will be the one in force on the date on which the partner would have communicated to the company the purpose of transmitting or, where appropriate, the date of death of the partner or of the judicial or administrative adjudication.

Article 34. Ineffectiveness of transmissions with violation of law or statutes.

Transmissions of social interests that do not comply with the provisions of the Law or, where applicable, the provisions of the statutes will not have any effect on society.

SECTION 3 ACTUAL RIGHTS TO SOCIAL INTERESTS

Article 35. Co-ownership of shareholdings.

In case of co-ownership over one or more social interests, the co-owners will have to designate a single person for the exercise of the rights of the partner, and they will respond in solidarity to the society of how many obligations are derived from this condition. The same rule shall apply to the other claims of co-ownership of rights over the shares.

Article 36. Usufruct of social participations.

1. In case of usufruct of participations the quality of the partner resides in the owner knot, but the usufrucario will be entitled in any case to the dividends agreed by the society during the usufruct. Save as otherwise provided in the statutes, the other rights of the member shall be exercised by the owner.

2. In the relations between the user and the owner-knot, the owner shall determine the title of the usufruct and, failing that, the provisions of the applicable civil law.

3. Except that the title of the usufruct provides otherwise, the provisions of Articles 68 and 70 of the Law on Companies to the settlement of usufruct and the exercise of the right to take new shares shall apply. In the latter case, the amounts to be paid by the owner's knot to the user shall be paid in cash.

Article 37. Garment of social participations.

Except as otherwise provided in the statutes, in the event of a pledge of interest, the owner of the shares shall be responsible for the exercise of the rights of the member.

In case of execution of the garment the rules foreseen for the case of forced transmission by article 31 of this Law will apply.

Article 38. Social participation embargo.

In the case of a participation embargo, the provisions contained in the previous article shall be observed, provided that they are compatible with the specific embargo regime.

SECTION 4. ACQUISITION OF OWN SHARES

Article 39. Original acquisition.

1. Under no circumstances may a limited liability company assume its own shares, shares or shares issued by its dominant company.

2. In the event that the assumption has been made by the person concerned, the founders and, where appropriate, the administrators shall respond jointly and severally to the reimbursement of the shares taken.

3. In the cases referred to in the previous paragraph, those who prove that they are not guilty shall be exempt from liability.

Article 40. Derivative acquisition.

1. The limited liability company may only acquire its own shares, or shares or units of its dominant company in the following cases:

(a) When they are part of a patrimony acquired on a universal basis, or are acquired for free or as a result of a judicial award to satisfy a company's credit against the owner of the same.

(b) Where the equity shares are acquired in execution of a capital reduction agreement adopted by the General Board.

(c) Where the equity shares are acquired in the case provided for in Article 31.3 of this Act.

2. The company's own shares acquired by the company must be immediately depreciated. Where the acquisition does not involve the return of contributions to the partners, the company shall provide a reserve for the amount of the nominal value of the amortised shares, which shall be unavailable until five years after the date of the acquisition. the publication of the reduction in the 'Official Journal of the Trade Register', unless before the expiry of that period all the social debts incurred prior to the date on which the reduction was granted have been met third parties.

3. The shares or shares of the dominant company must be set within the maximum time limit of an

year to count since its acquisition. As long as they are not listed, the provisions of Article 79 of the Law on Limited Companies shall apply.

4. The limited liability company may not accept in a pledge or other form of security its own shares or shares or shares issued by the company of the group to which it belongs.

5. The limited liability company may not anticipate funds, grant loans or loans, provide collateral, or provide financial assistance for the acquisition of its own units or shares or units issued by the company. the company of the group to which the company belongs.

Article 41. Reciprocal participations.

The provisions of Articles 82 to 88 of the Law on Limited Companies shall apply to reciprocal participations.

Article 42. Sanctioning regime.

1. The infringement of any of the prohibitions established in this section will be sanctioned with fine, which will be imposed on the administrators of the infringing society, after instruction of the procedure, by the Ministry of Economy and Finance, with the hearing of the persons concerned and in accordance with the Rules of Procedure for the exercise of the power of sanction, in the amount of up to the nominal value of the shares or shares subscribed, acquired or accepted by the company or acquired by a third party with financial assistance from the company.

2. Failure to comply with the duty to write down or dispose of the items referred to in the preceding articles shall be considered as an independent infringement.

3. The offences referred to in this Article shall be prescribed at three years.

CHAPTER V

Social organs

SECTION 1. GENERAL JUNTA

Article 43. General disposition.

1. The partners, meeting in General Meeting, shall decide by the statutory or statutory majority, in the own affairs of the Board's competence.

2. All partners, including dissidents and those who have not participated in the meeting, are subject to the General Meeting agreements.

Article 44. Competence of the General Board.

1. It is the competence of the General Board to deliberate and agree on the following matters:

a) Censorship of social management, approval of annual accounts and application of the result.

(b) The appointment and separation of the administrators, liquidators and, where appropriate, the auditors, as well as the exercise of the social action of liability against any of them.

(c) The authorisation of the administrators for the exercise, self-employed or otherwise, of the same, analogous or complementary gender of activity constituting the social object.

d) The modification of the social statutes.

e) The increase and reduction of social capital.

f) The transformation, fusion and division of society.

g) The dissolution of society.

h) Any other matters that determine the law or statutes.

2. In addition, and unless otherwise provided for in the statutes, the General Board may instruct the administrative body or subject to authorization the adoption by that body of decisions or agreements on certain management matters, without prejudice to the provisions of Article 63.

Article 45. Convening of the General Meeting.

1. The General Meeting shall be convened by the administrators and, where appropriate, by the liquidators of the company.

2. The administrators shall convene the General Meeting for their conclusion within the first six months of each financial year in order to censor social management, approve, where appropriate, the accounts of the previous financial year and resolve the implementation of the result. They shall also convene the General Meeting on the dates or periods to be determined by the statutes.

If these General Boards are not convened within the legal period, they may be held by the Judge of First Instance of the registered office, at the request of any partner and after hearing of the administrators.

3. Administrators shall also convene the General Meeting whenever they consider it necessary or appropriate and, in any event, upon request by one or more partners representing at least five percent of the share capital, expressing in the Request the matters to be dealt with on the Board. In this case, the General Board shall be convened for its conclusion within the month following the date on which the administrators have been required to convene the General Meeting, and the matters shall necessarily be included in the agenda. which would have been the subject of an application.

If the administrators do not attend the application in due time, the call may be made by the Judge of First Instance of the registered office, if requested by the percentage of the social capital referred to in the paragraph previous and previous administrators ' hearing.

4. In the event of death or termination of the single administrator, of all the administrators acting individually, of any of the administrators acting jointly, or of the majority of the members of the Board of Directors, without alternates, any partner may request from the Judge of First Instance of the registered office the call of the General Meeting for the appointment of the administrators. In addition, any administrator remaining in the office may convene the General Meeting with that sole object.

5. In cases where the Board of Appeal is called, the Judge shall decide on it within a period of one month after the request has been made and, if it is agreed, he shall freely designate the President and the Secretary of the Board. No recourse shall be taken against the decision to which the convening of the Board is agreed. The costs of the call shall be borne by the company.

Article 46. Form and content of the call.

1. The General Meeting shall be convened by notice published in the "Official Gazette of the Commercial Register" and in one of the most circulation newspapers in the municipality in which the registered office is located.

2. The statutes may, in place of the former system, establish that the call is 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 the communication procedure, individual and written, which ensures that all the partners at the address designated for the purpose or in the Book of Partners are receiving the notice. In the case of partners residing abroad, the statutes may provide that they shall be individually convened only if they have designated a place in the national territory for notifications.

3. A period of at least 15 days shall be between the convocation and the date envisaged for the conclusion of the meeting. In the case of an individual call to each member, the time limit shall be calculated from the date on which the notice was sent to the last member.

4. In any event, the call shall express the name of the company, the date and time of the meeting, as well as the agenda, in which the matters to be dealt with shall be addressed.

The notice of call by means of individual and written communication shall also include the name of the person or persons who carry out the communication.

Article 47. Place of celebration.

Except as otherwise provided in the statutes, the General Meeting shall be held in the municipality where the company has its registered office. If the place of celebration is not included in the call, the Board shall be deemed to have been convened for its celebration at the registered office.

Article 48. Universal gasket.

1. The General Meeting shall be validly constituted to deal with any matter, without the need for prior convocation, provided that the whole of the social capital is present or represented and the concurrent ones accept unanimously the celebration of the meeting and the order of the day of the meeting.

2. The Universal Board may meet anywhere in the territory of the country or abroad.

Article 49. Assistance and representation.

1. All partners have the right to attend the General Meeting. The statutes may not require the ownership of a minimum number of units for attendance at meetings of the General Board.

2. The partner may be represented at meetings of the General Meeting by another partner, his/her spouse, ascendants, descendants or person holding general power conferred in public document with powers to administer the entire estate which the representative has on national territory. The statutes may authorize representation through other persons.

3. The representation shall comprise all the shares held by the represented partner and shall be conferred in writing. If it is not in public document, it shall be special for each Board.

Article 50. Board of the General Board.

Unless otherwise provided in the statutes, the Chairman and the Secretary-General shall be those of the Board of Directors and, failing that, those appointed, at the beginning of the meeting, by the concurrent partners.

Article 51. Right of information.

Partners may request in writing, prior to the meeting of the General Meeting or verbally during the meeting, the reports or clarifications that they estimate to be accurate on the matters covered by the agenda. The administrative body shall be obliged to provide them, orally or in writing, in accordance with the time and nature of the information requested, except in cases where, in the opinion of the body itself, the publicity of the latter is prejudicial to the social interests. This derogation shall not apply where the application is supported by partners representing at least 25% of the share capital.

Article 52. Conflict of interest.

1. The Member may not exercise the right to vote in respect of his/her interests in the case of the adoption of an agreement authorising him to transmit units from which he is a holder, which excludes him from the company, which frees him from an obligation or grants a right, or for which the company decides to anticipate funds, to grant loans or loans, to provide guarantees in its favour or to provide financial assistance to it, as well as when, as an administrator, the agreement relates to the waiver of the the prohibition of competition or the establishment with the company of a supply relationship any type of works or services.

2. The social contributions of the partner in some of the situations of conflict of interest referred to in the previous paragraph shall be deducted from the social capital for the computation of the majority of votes that are necessary in each case.

Article 53. Majority principle.

1. Social agreements shall be adopted by a majority of the votes validly cast, provided that they represent at least one third of the votes corresponding to the social interests in which the share capital is divided. Blank votes will not be computed.

2. By way of derogation from the above paragraph:

(a) The increase or reduction of capital and any other modification of the social statutes for which a qualified majority is not required shall require a favourable vote of more than half of the votes corresponding to the holdings in which the share capital is divided.

(b) The transformation, merger or division of the company, the abolition of the right of preference in capital increases, the exclusion of members and the authorization referred to in Article 65 (1) shall require the vote a favourable opinion of at least two-thirds of the votes for the shares in which the share capital is divided.

3. For all or certain specific cases, the statutes may require a percentage of favorable votes higher than that established by the Law, without reaching unanimity. In addition, the statutes may require, in addition to the proportion of legal or statutory votes established, the favourable vote of a certain number of members. The provisions of Articles 68 and 69 shall be subject to

provisions of this Article.

4. Unless otherwise provided in the statutes, each social participation grants the holder the right to cast a vote.

Article 54. Record of the social agreements.

1. All social agreements must be recorded in the minutes.

2. The minutes shall necessarily include the list of assistants and shall be approved by the Board itself at the end of the meeting or, failing that, within a period of 15 days, by the Chairman of the General Board and two financial partners, one in representation of the majority and the other by the minority.

3. The minutes shall be enforceable from the date of their approval.

Article 55. Notarial act of the General Board.

1. The administrators may require the presence of Notary to release the minutes of the General Meeting and they will be obliged to do so whenever, with five days in advance of the schedule for the celebration of the Board, request partners represent at least five percent of the share capital. In the latter case, the agreements shall be effective only if they are recorded in the notarial act.

2. The notarial act shall not be submitted for approval, shall have the consideration of the minutes of the Board and executive force from the date of its closure.

3. The notarial fees will be in charge of the company.

Article 56. Impeachment of the General Board agreements.

The challenge of the General Meeting agreements shall be governed by the provisions of the General Meeting of Shareholders ' Agreements in the Law on Limited Companies.

SECTION 2

Article 57. Ways to organize administration.

1. The management of the company may be entrusted to a single administrator, to several administrators acting jointly or jointly, or to a Board of Directors.

In the case of the Board of Directors, the statutes or, failing that, the General Board, shall set the minimum and maximum number of its components, without in any case being less than three or more than twelve. In addition, the statutes shall lay down the arrangements for the organisation and operation of the Council, which shall, in any event, include the rules for convening and setting up the body and the way in which it shall deliberate and adopt agreements by a majority. The delegation of powers shall be governed by the provisions of public limited liability companies.

2. The statutes may establish different ways of organizing the administration, attributing to the General Board the option of opting alternately for any of them, without the need for statutory modification.

3. Any agreement to modify the way of organizing the administration of the company, whether or not it constitutes an amendment to the statutes, shall be entered in public deed and shall be entered in the Trade Register.

Article 58. Appointment.

1. The competence for the appointment of the administrators corresponds exclusively to the General Board.

2. Unless otherwise provided in the statutes, the status of a partner shall not be required to be appointed administrator.

3. It is not possible to be administrators of those who are not rehabilitated and who are not rehabilitated, the minors and the disabled, those who are sentenced to penalties for the disqualification for the exercise of public office, those who have been convicted of serious crimes. non-compliance with laws or social provisions and those who, on account of their position, cannot exercise trade. Nor shall officials of the companies be able to serve as a company in the service of the administration, acting in their capacity as they relate to the activities of the company concerned.

4. The appointment of administrators shall take effect from the moment of their acceptance.

Article 59. Alternate administrators.

1. Unless otherwise provided for in the statutes, they may be appointed alternate members of the administrators in the event that they cease for any reason one or more of them. The appointment and acceptance of the alternates as administrators shall be entered in the Trade Register after the end of the previous holder.

2. If the statutes provide for a fixed term of office of the administrator, the appointment of the alternate shall be understood as being carried out for the period to be fulfilled by the person whose vacancy is covered.

Article 60. Duration of the charge.

1. Administrators shall exercise their position for an indefinite period, unless the statutes provide for a specific period of time, in which case they may be re-elected once or more for periods of equal duration.

2. Where the statutes provide for a specified period, the appointment shall expire when the time limit has expired, the General Meeting has been held or the time limit for the conclusion of the Board to be resolved on the approval of the accounts of the previous exercise.

Article 61. Exercise of office.

1. The administrators shall perform their duties with the care of an orderly employer and a loyal representative.

2. They shall keep secret information of a confidential nature, even after they have ceased their duties.

Article 62. Representation of society.

1. The representation of society, in judgment and outside of it, corresponds to the administrators.

2. Attribution of representation power to administrators will be governed by 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 by at least 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 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 delegated Directors, the arrangements for its action shall be indicated.

Article 63. Scope of the representation.

1. The representation shall be extended to all acts falling within the social object defined in the statutes. Any limitation of the administrative powers of the administrators, even if they are registered in the Trade Register, shall be ineffective against third parties.

2. The company shall be obliged to third parties who have acted in good faith and without any serious fault, even if it is detached from the statutes entered in the Commercial Register that the act is not included in the social object.

Article 64. Notifications to society.

When the administration has not been organized in a collegiate manner, communications or notifications to the company may be directed to any of the administrators. In the case of the Board of Directors, they shall address their President.

Article 65. Prohibition of competition.

1. Administrators shall not be able to dedicate themselves, for their own or any other, to the same, analogous or complementary gender of activity which constitutes the social object, unless expressly authorised by the company, by agreement of the General Meeting.

2. Any partner may request from the Judge of First Instance of the registered office the termination of the administrator who has infringed the earlier prohibition.

Article 66. Free character of the charge.

1. The administrator charge is free, unless the statutes establish otherwise, determining the system of remuneration.

2. Where the remuneration is based on a profit share, the statutes shall determine in particular the participation, which shall in no case be greater than 10% of the deliverable profits between the partners.

3. Where the remuneration is not based on a profit share, the remuneration of the administrators shall be fixed for each financial year by agreement of the General Board.

Article 67. Service delivery by administrators.

The establishment or modification of any kind of service or work relationship between the company and one or more of its administrators shall require agreement of the General Meeting.

Article 68. Separation of administrators.

1. Administrators may be separated from their position by the General Board even if the separation is not on the agenda.

2. The statutes may not require for the separation agreement a majority of more than two thirds of the votes corresponding to the shares in which the share capital is divided.

Article 69. Responsibility of the administrators.

1. The liability of the directors of the limited liability company shall be governed by the provisions of the management of the public limited liability company.

2. The agreement of the General Board which decides on the exercise of the action of liability shall require the majority provided for in Article 53 (1), which may not be amended by the statutes.

Article 70. Impeachment of agreements.

1. Administrators may contest the null and void agreements of the Board of Directors within 30 days of their adoption. Such agreements may also be contested by the partners representing five per cent of the share capital within 30 days of their knowledge of the agreements and provided that one year has not elapsed since their adoption.

2. The challenge will be dealt with in accordance with what is established for the impeachment of the agreements of the General Shareholders ' Meeting in the Company Law.

CHAPTER VI

Modification of statutes. Increase and reduction of social capital

Article 71. Amendment of the statutes.

1. Any modification of the statutes shall be agreed upon by the General Board. The call shall, with due clarity, express the extremes to be amended. The partners have the right to examine in the registered office the full text of the proposed amendment.

When the modification involves new obligations for the partners or affects their individual rights, they must be adopted with the consent of the stakeholders or affected.

2. The amendment shall be entered in public deed, which shall be entered in the Trade Register and published in the "Official Gazette of the Trade Register".

Article 72. Change of address.

1. By way of derogation from the foregoing Article, the administrative body shall be competent, unless otherwise provided in the statutes, to change the registered office within the same municipal term.

2. The agreement to transfer the registered office abroad can only be adopted if an international convention in force exists in Spain which allows it to maintain the same legal personality.

Article 73. Increase in social capital.

1. The increase in social capital may be carried out by the creation of new units or by raising the nominal value of existing shares.

2. In both cases, the value of the increase in the share capital may consist either of new or non-cash contributions to the social assets, including the contribution of loans against the company, as in the conversion of reserves or the benefits already listed in that estate.

Article 74. Requirements for augmentation.

1. Where the increase has to be carried out by raising the nominal value of the social units, the consent of all the partners shall be required, except in the case that it is made in full from the company's reserves or profits.

2. Where the increase is made by compensation of claims, they shall be fully liquid and enforceable. At the time of the call of the General Meeting, a report of the administrative body on the nature and characteristics of the appropriations in question, the identity of the contributors, shall be made available to the members at the registered office. the number of social contributions to be created and the amount of capital increase, in which the agreement of the data relating to the appropriations with the social accounts shall be recorded. This report will be incorporated into public writing that will document the execution of the increase.

3. Where the value of the increase consists of non-cash contributions, it shall be necessary that at the time of the call of the General Meeting, a report of the administrators in which the members are described in detail shall be made available to the partners. proposed contributions, their assessment, the persons to carry out them, the number of social contributions to be created, the amount of capital increase and the guarantees adopted for the effectiveness of the increase according to the nature of the the goods in which the contribution consists.

4. Where the increase in capital is made from reserves, reserves may be used for that purpose, the reserves available, the premiums for taking over the social units and the whole of the legal reserve. A balance sheet approved by the General Board, which shall relate to a date within the six months immediately preceding the agreement and shall be incorporated in the increase in public writing, shall be the basis of the operation.

Article 75. Right of preference.

1. In capital increases with the creation of new social units each partner shall have the right to take a number of shares proportional to the nominal value of the shares held.

There will be no place for this right of preference when the increase is due to the absorption of another society or all or part of the spun-off heritage of another society.

2. The right of preference shall be exercised within the time limit laid down in the adoption of the increase agreement, without being less than one month from the publication of the notice of the offer to take over the new units in the Official Gazette. of the Mercantile Register ".

The administrative body may replace the publication of the notice by a written communication to each of the partners and, where appropriate, to the users who are registered in the Book of Partners, the time limit of the taking over the new shares since the communication was sent.

3. The voluntary transmission of the right of preference for "inter vivii" acts may in any event be carried out in favour of persons who, under this law or, where appropriate, to the statutes of the company, are free to acquire the shares social. The statutes may also recognise the possibility of transmission to other persons, subject to the same system and conditions for the "inter vivial" transmission of the social units, subject to modification, where appropriate, of the time-limits. set on that system.

4. Unless the statutes provide otherwise, the shares not taken up in the exercise of the right laid down in this Article shall be offered by the administrative body to the members who have exercised it, for its taking and disbursement. for a period not exceeding 15 days from the end of the period for the preferential assumption. If there are several partners interested in taking the shares offered, they shall be awarded in proportion to those which each of them already has in the company. Within 15 days of the end of the previous period, the administrative body may award the shares not assumed to persons other than the company.

Article 76. Exclusion of the right of preference.

The General Board, when deciding on capital increase, may agree to the total or partial deletion of the right of preference with the following requirements:

(a) The proposal to abolish the right of preference and the right of the partners to examine in the registered office the report referred to in the following number has been made on the call of the Board.

(b) The call of the Board shall make available to the partners a report drawn up by the administrative body, specifying the actual value of the shares in the company and justifying it. in detail the proposal and the consideration to be met by the new units, with an indication of the persons to whom they are to be attributed.

(c) The nominal value of the new units plus, where applicable, the amount of the premium, corresponds to the actual value attributed to the units in the managers ' report.

Article 77. Incomplete augmentation.

When the increase in the share capital has not been fully disbursed within the time limit set for the purpose, the capital will be increased by the amount disbursed, unless the agreement has been foreseen that the increase will be without effect in case of incomplete disbursement. In the latter case, the administrative body shall repay the contributions made within the month following the expiry of the time limit set for the disbursement. If the contributions are cash, the refund may be made by means of an entry of the amount in the name of the respective contributors to a credit institution of the registered office, which shall inform the latter in writing of the date of entry and the date of entry into force. deposit entity.

Article 78. Registration of the increase in social capital.

1. The deed which documents the execution must express the goods or rights provided and, if the increase has been made for the creation of new social units, the identity of the persons to whom they have been awarded, the numbering of the shares allocated, as well as the statement by the administrative body that the ownership has been recorded in the Book of Partners.

2. The agreement to increase the share capital and the execution of the capital must be entered simultaneously in the Commercial Register.

3. If, after six months after the opening of the period for the increase in capital, the documents proving the performance of the increase have not been submitted for registration in the Mercantile Register, the contributors may require the return of the contributions made.

If the lack of filing of the documents is attributable to the company, they may also require the legal interest.

Article 79. Reduction of social capital.

1. The reduction of social capital may be aimed at the return of contributions or the restoration of the balance between the capital and the accounting assets of the company reduced as a result of losses.

2. Where the reduction does not affect all the shares, the consent of all the partners shall be required.

Article 80. Reduction of social capital by return of contributions.

1. The partners to whom the whole or part of their contributions would have been restored shall be jointly and severally liable to each other and to the company for the payment of the social debts incurred prior to the date on which the reduction was third parties.

2. The liability of each partner shall be limited to the amount of the amount received as a refund of the social contribution.

3. The liability of the partners shall be over five years from the date on which the reduction is against third parties.

4. There shall be no liability as referred to in the preceding paragraphs, if, when the reduction is agreed, a reserve shall be allocated to free reserves of a sum equal to the amount received by the partners as a refund of the social contribution. This reservation will be unavailable until five years after the publication of the reduction in the "Official Gazette of the Commercial Registry", unless before the expiry of that period all the debts have been met (e) social security measures taken prior to the date on which the reduction was to be applied to third parties.

5. The identity of the persons to whom the whole or part of the social contributions or, where appropriate, the declaration of the body of the person concerned has been restored must be expressed in the Register of the Trade Register of the execution of the agreement. the administration of the reserve referred to in the previous paragraph.

Article 81. Statutory guarantees for the return of contributions.

1. The statutes may provide that no capital reduction agreement involving the return of its contributions to the partners may take effect without the end of a period of three months from the date on which it has been notified to the creditors.

2. Such notification shall be made in person, and if this is not possible, the domicile of the creditors, by means of notices to be published in the Official Gazette of the Trade Register and in a newspaper of the major circulation in the locality in which the address of the company is situated.

3. During that period, ordinary creditors may object to the execution of the reduction agreement if their claims are not satisfied or the company does not provide a guarantee. Any refund shall be void before the expiry of the three-month period or in spite of the opposition, in time and form, by any creditor.

4. The return of capital shall be made in proportion to the respective social contributions, unless, unanimously, another system is agreed.

Article 82. Reduction to offset losses.

1. Capital may not be reduced in order to restore the balance between capital and the accounting assets decreased as a result of losses, while the company has any kind of reserves.

2. The balance sheet serving as a basis for the transaction shall relate to a date within the six months immediately preceding the agreement and to be approved by the General Meeting, subject to verification by the auditors of the company, where it is required to verify its annual accounts, and if it is not required, the verification shall be carried out by the auditor of the accounts, which shall be designated by the administrators.

The balance sheet and its verification will be incorporated into the public write-down.

Article 83. Simultaneous reduction and increase in capital.

1. The agreement to reduce capital to zero or below the minimum legal figure may only be adopted at the same time as the transformation of the company or the increase of its capital to an amount equal to or greater than that figure is agreed minimum.

In any case, the partners ' right of preference will have to be respected, without in this case their deletion.

2. The effectiveness of the reduction agreement shall be conditional, where appropriate, on the implementation of the capital increase agreement.

3. The registration of the reduction agreement in the Trade Register may not be applied unless the conversion or capital increase agreement is applied simultaneously, as well as, in the latter case, its execution.

CHAPTER VII

Annual accounts

Article 84. General disposition.

In all that is not provided for in this Law, limited liability companies as set out in Chapter VII of the Companies Act shall apply.

Article 85. Dividend distribution.

Unless otherwise provided in the statutes, the distribution of dividends to the shareholders shall be made in proportion to their participation in the share capital.

Article 86. Right of examination of the accounts.

1. On the basis of the General Meeting, any partner may obtain from the company immediately and free of charge the documents to be submitted for approval, as well as the management report and, where appropriate, the report of the auditors.

This right will be mentioned in the call.

2. During the same period and unless otherwise provided for in the statutes, the partner or members representing at least five per cent of the capital may examine the documents in the registered office, by themselves or in the form of an expert accounting officer. support and antecedent of the annual accounts.

3. The provisions of the preceding paragraph do not prevent or limit the right of the minority to be appointed as an auditor of accounts with the company.

CHAPTER VIII

Society transformation, merger and division

SECTION 1. TRANSFORMATION

Article 87. Transformation of the limited liability company.

1. The limited liability company may be transformed into a collective company, in a limited company, simple or by way of shares, in a public limited company, as well as in a group of economic interest.

2. Where the object of the limited liability company is non-commercial, it may also be transformed into civil society.

3. The limited liability company may also be transformed into a cooperative partnership, in accordance with the provisions of the latter's regulatory legislation. In this case, Article 90 of this Law shall apply and, in an additional manner, the other provisions of this Section.

Article 88. Transformation Agreement.

1. The transformation of the company shall be agreed upon by the General Meeting, with the requirements and formalities laid down for the amendment of the statutes.

2. The General Board shall approve the balance sheet of the company, closed on the day before the agreement, as well as the particulars required by the law for the constitution of the company to be adopted.

3. The agreement will not be able to modify the participation of the partners in the social capital. In exchange for the social interests which disappear, the members shall have the right to be assigned the shares or shares which correspond to them in proportion to the shares held by each of them in the company which transforms.

Article 89. Transformation public write.

The public deed of transformation, which must be granted by the company and by all the partners that will respond personally to the social debts, will contain the mentions required by the Law for the Constitution of the the company whose form is adopted, as well as the relationship of partners who have made use of the right of separation and the capital they represent. If the company resulting from the transformation is anonymous or otherwise committed by shares, the report of the independent experts on the non-cash social assets shall be incorporated into the deed and the number of shares shall be indicated in the correspond to each of the units.

Article 90. Enrollment of the transformation.

1. The public deed of transformation of the limited liability company shall be filed for registration in the Register of Companies, accompanied by the balance sheet of the company closed on the day before the date of the processing agreement and the final balance closed the day before the writing was granted. In case of transformation in a public limited company, only the first of the indicated balance sheets shall be accompanied.

Without prejudice to the effects attributed to the necessary publication in the "Official Gazette of the Commercial Register", the effectiveness of the transformation shall be subject to the registration of the public deed in the Register Mercantile.

2. If the company resulting from the conversion is cooperative, the public deed shall be submitted for registration in the Register of Cooperatives corresponding to the applicable state or regional legislation, accompanied by the the balance sheets referred to in the preceding paragraph, as well as the certification of the Trade Register in which the literal transcription of the seats to be in force and the declaration of absence of obstacles to the registration of the the transformation. Once the certification has been issued, the Commercial Registrar will extend note of provisional closure of the sheet of the society that is transformed. Registered the transformation, the Registry of Cooperatives will inform the corresponding Commercial Registrar of its own initiative, who will proceed to the immediate cancellation of the seats relative to the society and to the publication of the transformation in the "Official Gazette of the Mercantile Register".

Article 91. Continuity of the transformed society.

1. The transformation carried out according to the provisions of this Law will not change the legal personality of the society, which will continue to remain in the new form.

2. Partners who under the transformation assume unlimited liability or any other personal liability class for social debts will respond in the same way as the debts prior to the transformation.

Article 92. Transformation of civil, collective, commercial, anonymous or economic interest groups into a limited liability company.

1. The transformation of civil societies, collective societies, simple comanditarias or by actions, anonymous or of economic interest groups; in limited liability companies, shall not affect the legal personality of the transformed society and shall state in public deed, that it shall necessarily express all the particulars provided for in order to establish a limited liability company.

2. The public deed of transformation, in which the manifestation of the grantor is included, under his responsibility, that the social patrimony covers the capital, shall be submitted for registration in the Mercantile Register, accompanied by the balance sheet closed the day before the transformation agreement.

3. Unless the social creditors have expressly consented to the conversion, the liability of the collective partners or of the civil society partners transformed by the social debts incurred prior to the conversion shall be subsist. transformation of society. This responsibility shall be prescribed for the five years from the publication of the transformation in the "Official Gazette of the Commercial Register".

Article 93. Transformation of cooperative societies into a limited liability company.

1. Cooperative societies may be transformed into limited liability companies. The transformation shall not affect the legal personality of the transformed company.

2. The processing agreement shall be entered in public deed containing the particulars provided for the formation of a limited liability company.

The transformation deed shall be submitted for registration in the Mercantile Register accompanied by the balance sheet closed on the day before that of the processing agreement, as well as the certification of the Register of Cooperatives in which the literal transcription of the seats to be in force and the declaration of absence of obstacles to the registration of the transformation are found. When the certification is issued it will extend note of provisional closure of the leaf of the society that is transformed. Registered the transformation, the Commercial Registrar shall inform the Registry of Cooperatives of its own initiative, which shall proceed to the immediate cancellation of the seats relative to the society.

3. By default of specifically applicable rules, the processing shall be subject to the following provisions:

(a) The transformation agreement shall be adopted in accordance with the provisions of the amendment of the statutes of the cooperative society which is transformed.

b) The Mandatory Reserve Fund, the Education and Promotion Fund and any other Funds or Reserves that are not deliverable among the partners, will receive the established destination for the dissolution of the companies cooperatives.

(c) If the applicable law recognizes the partners the right of separation in case of transformation or amendment of the statutes, the public deed of transformation shall contain the relationship of those who have used the and the capital they represent, as well as the final balance sheet closed the day before the writing was granted.

(d) Unless the social creditors have expressly consented to the conversion, the personal liability of the members who have it shall remain in their own terms for the social debts incurred prior to the transformation. This responsibility shall be prescribed for the five years from the publication of the transformation in the "Official Gazette of the Commercial Register".

SECTION 2. MERGE AND SPIN

Article 94. Arrangements for merger and division.

1. The merger of any company in a new limited liability company, the absorption of one or more companies by another limited liability company already in existence, and the division of the limited liability company, will be governed by the established in Sections 2. and 3. of Chapter VIII of the Companies Act, as soon as they are applicable, and their references to shareholders and shares are made to shareholders and social interests.

2. By way of derogation from the above paragraph, there shall be no obligation to submit the draft terms of merger or division to the report of independent experts where any of the companies which are extinct as a result of the merger or any of the companies benefiting from the excision review the anonymous or comanditaria form by shares.

3. The liability company in liquidation may participate in a merger or a division provided that the distribution of its assets between the partners has not begun. A judicial authorisation shall be required to participate in a merger or division in the cases where the settlement is a consequence of the judicial decision referred to in Article 104.2 of this Law.

CHAPTER IX

Separation and exclusion of partners

Article 95. Legal causes of separation of partners.

Partners who have not voted in favour of the relevant agreement will have the right to separate from the company in the following cases:

a) Replacing the social object.

b) Transfer of the registered office abroad, where there is an international convention in force in Spain that allows it to maintain the same legal personality of the company.

c) Modification of the regime for the transmission of social participations.

d) Extension or reactivation of society.

e) Transformation into a public limited company, civil society, cooperative, collective or commercial, simple or by actions, as well as in grouping of economic interest.

f) Creation, modification or early termination of the obligation to perform ancillary services, unless otherwise provided in the statutes.

Article 96. Statutory causes of separation.

The statutes may establish different causes of separation from those provided for in this Law. In this case, they shall determine the manner in which the existence of the cause must be established, the way in which the right of separation is exercised and the time limit for the exercise thereof. For incorporation into the statutes, the modification or removal of these causes of separation will require the consent of all the partners.

Article 97. Exercise of the right of separation.

1. The agreements giving 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.

The right of separation may be exercised as long as no month has elapsed since the publication of the agreement or since the receipt of the communication.

2. For the purposes of registration in the Register of public deed which documents the agreements, it shall be necessary for the reduction of the capital in the terms of Article 102 or the declaration of the capital to be contained in the same or subsequent articles. administrators that no partner has exercised the right of separation within the time limit set.

Article 98. Causes of exclusion of partners.

The limited liability company may exclude the non-compliant partner from the obligation to perform ancillary services, as well as the managing partner who infringes the competition ban or has been convicted of (a) firm judgment to indemnify the company for damages caused by acts contrary to this Law or to the statutes or made without due diligence.

With the consent of all the partners, other causes of exclusion may be incorporated into the statutes or the statutes may be modified.

Article 99. Exclusion procedure.

1. Exclusion will require agreement from the General Board. The minutes of the meeting shall include the identity of the members who have voted in favour of the agreement.

2. Except in the case of conviction of the managing partner to indemnify the company in the terms of the preceding article, the exclusion of a partner with a participation equal to or greater than twenty-five percent in the social capital will require, in addition to General Board agreement, firm judicial resolution, provided that the partner does not comply with the agreed exclusion. Any partner who has voted in favour of the agreement shall be entitled to exercise the exclusion action on behalf of the company where it has not done so within one month of the date of adoption of the agreement of the exclusion.

Article 100. Valuation of the units.

1. In the absence of an agreement on the actual value of the shares or on the person or persons to be valued and the procedure to be followed for their valuation, the shares shall be valued by the

auditor of the company's accounts and, if it is not required for accounting verification, by which name the Commercial Registrar of the registered office at the request of the company or any of the members of the company units to be valued.

2. For the purpose of carrying out his duties, the auditor may obtain from the company all the information and documents which he considers to be useful and shall carry out any verifications he deems necessary. Within a maximum of two months from his appointment, the auditor shall issue his report, which shall immediately notify the company and the partners affected by a notarial conduit, accompanying a copy, and deposit another copy in the Commercial Register.

3. The remuneration of the auditor shall be borne by the company. However, in cases of exclusion, the amount to be reimbursed to the excluded partner may be deducted by the company from applying to the satisfied fees the percentage that the excluded partner has in the share capital.

Article 101. Reimbursement of social contributions.

Within two months of receipt of the valuation report, the partners concerned shall be entitled to obtain in the registered office the reimbursement of the value of the social units which are amortised. After that period, the administrators shall enter into the credit institution of the municipality in which they radiate the registered office, on behalf of the persons concerned, the amount corresponding to that value.

Article 102. Public deed of reduction of social capital.

1. The directors, without the need for a specific agreement of the General Board, shall immediately grant a public deed of reduction of the share capital, which shall be expressed by the directors. amortized units, the identity of the partner or partners concerned, the cause of the amortisation, the date of the repayment or the entry and the figure at which the share capital would have been reduced.

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

Article 103. Responsibility of the separated or excluded partners.

1. The partners to whom the value of the written units has been reimbursed shall be subject to the liability regime for the social debts established for the case of capital reduction by return of contributions.

2. In the case provided for in Article 81 of this Law, reimbursement may be made only after the period of three months from the date of notification to the creditors or the publication in the Official Gazette of the Commercial Register " and in a newspaper of the most circulation in the locality in which it radiuses the registered office, and provided that the ordinary creditors have not exercised the right of opposition.

CHAPTER X

From dissolution and liquidation

SECTION 1. DISSOLUTION

Article 104. Causes of dissolution.

1. The limited liability company will be dissolved:

(a) For compliance with the term set out in the statutes, in accordance with Article 107.

b) By agreement of the General Meeting adopted with the requirements and the majority established for the amendment of the statutes.

(c) By the conclusion of the undertaking which constitutes its object, the manifest impossibility of achieving the social end, or the cessation of the social organs in such a way as to render it impossible to function.

d) For lack of activity or activities that constitute the social object for three consecutive years.

e) As a result of losses that leave the accounting assets reduced to less than half of the share capital, unless it is increased or reduced to the extent sufficient.

f) By reducing the share capital below the legal minimum. Where the reduction is the result of compliance with a law, the provisions of Article 108 shall apply.

g) For any other cause established in the statutes.

2. The bankruptcy of the company shall determine its dissolution when it is expressly agreed upon as a result of the court ruling declaring it.

Article 105. Dissolution agreement.

1. In the cases referred to in points (c) to (g) of paragraph 1 and in paragraph 2 of the preceding Article, the dissolution shall require the General Meeting adopted by the majority referred to in Article 53 (1). The directors shall convene the General Meeting within two months to adopt the dissolution agreement. Any member may ask the administrators to call upon them if, in their opinion, any such cause of dissolution is present.

2. The General Board may adopt the dissolution agreement or those that are necessary for the removal of the cause.

3. If the Board is not convened, it shall not be held, or shall not adopt any of the agreements referred to in the preceding paragraph, any interested party may request the dissolution of the company before the Judge of First Instance of the registered office. The application for judicial dissolution shall be directed against the company.

4. The administrators are obliged to request the judicial dissolution of the company when the social agreement is contrary to the dissolution or could not be achieved. The request shall be made within two months from the date set for the holding of the Board, where the Board has not been constituted, or since the day of the Board, when the agreement has been contrary to the dissolution or is not would have adopted.

5. Failure to comply with the obligation to convene a General Meeting or to request the dissolution of the court will determine the liability of the administrators for all social debts.

Article 106. Reactivation of the dissolved society.

1. The General Board may agree on the return of the dissolved company to its active life provided that the cause of dissolution has disappeared, the accounting assets are not less than the share capital and the payment of the settlement fee has not begun. partners. The reactivation agreement shall be adopted with the requirements and the majority laid down for the amendment of the statutes.

2. Recovery in cases of full dissolution may not be agreed.

3. The social creditors may object to the reactivation agreement, under the same conditions and with the same effects provided for in the Law for the merger case.

Article 107. Dissolution over the course of the term.

After the term set out in the statutes, the company shall be dissolved in full, unless it has previously been expressly extended and entered into the extension in the Commercial Register.

Article 108. Dissolution by reduction of capital below legal minimum.

1. Where the reduction of the share capital below the legal minimum is a consequence of compliance with a law, the company shall be dissolved in full if, after one year after the adoption of the reduction agreement, it has not been registered in the the Commercial Registry its transformation or dissolution, or the increase of its capital up to an amount equal to or greater than that legal minimum.

2. After the period laid down in the preceding paragraph without the conversion or dissolution of the company being registered or the increase in its capital, the administrators shall respond personally and in solidarity with each other and with the company of the social debts. The Registrar, on his own initiative or at the request of any interested party, shall record the full dissolution of the open sheet to the company.

SECTION 2. LIQUIDATION

Article 109. Settlement period.

1. The dissolution of the company opens the liquidation period.

2. The dissolved company will retain its legal personality while the liquidation takes place. During that time you must add the expression "in liquidation" to your name.

3. During the settlement period, the rules provided for in this Law which are not incompatible with those laid down in this Section shall continue to apply to the company.

Article 110. Appointment of liquidators.

1. With the opening of the liquidation period, the administrators shall cease to be responsible. Those who are administrators at the time of dissolution shall be converted into liquidators, unless otherwise specified in the statutes or, when the dissolution is agreed upon, the General Meeting shall be appointed by the General Meeting.

2. In the event of the death or termination of the sole liquidator, of all the liquidators, of any of the liquidators acting jointly, or of the majority of the liquidators acting in a collective manner, without any alternates, any Member or person with legitimate interest may request from the Judge of First Instance of the registered office the call of General Meeting for the appointment of the liquidators. In addition, any of the liquidators who remain in the office may convene the General Meeting with that sole object.

3. Where the Board convened in accordance with the above paragraph does not appoint liquidators, any interested party may apply for his appointment to the Judge of First Instance of the registered office.

Article 111. Duration of the charge.

1. Unless otherwise provided in the statutes, the liquidators shall exercise their position for an indefinite period.

2. After three years from the opening of the settlement without the final balance of liquidation having been submitted to the General Meeting, any partner or person with a legitimate interest may apply to the Judge of First Instance of the (a) the separation of the liquidators. The Judge shall, after hearing the liquidators, agree to the separation if there is no cause to justify the delay and appoint the person or persons to whom he/she is appropriate, setting out his/her arrangements for action. No recourse shall be made against the decision on the separation and appointment of liquidators.

The remuneration of the new liquidators will be that established for the syndicates in the event of bankruptcy.

Article 112. Proxy power.

1. Unless otherwise provided in the statutes, each liquidator shall be responsible for the power of representation.

2. The representation of the liquidators extends to all those operations that are necessary for the liquidation of the company.

Article 113. Separation of liquidators.

1. The separation of the non-judicially appointed liquidators may be agreed by the General Meeting even if it is not on the agenda.

2. The separation of the liquidators appointed by the Judge may be decided by the Judge only, on the basis of which he has established a legitimate interest.

Article 114. Legal status of liquidators.

The rules for administrators who do not object to the provisions of this Section shall apply to liquidators.

Article 115. The accounts during settlement.

1. Within three months of the opening of the settlement, the liquidators shall draw up an inventory and a balance sheet of the company with reference to the day on which it was dissolved.

2. If the settlement is extended for a period exceeding the period laid down for the approval of the annual accounts, the liquidators shall submit to the General Meeting, within the first six months of each financial year, an annual statement of accounts and a report (a) detailed rules for the accuracy of the situation of the company and the progress of the liquidation.

Article 116. Settlement operations.

Corresponds to the liquidators of the society:

a) Velar for the integrity of the social heritage and bring the accounting of society.

b) Conclude pending operations and perform the new operations that are necessary for the settlement of the company.

c) perceiving credits and paying off social debts.

d) Enaging social goods.

e) To appear in judgment and to arrange transactions and arbitrations, where appropriate to the social interest.

f) Meet the partners for the fee resulting from the settlement.

Article 117. Global transfer of assets and liabilities.

1. The General Board, with the requirements and the majority established for the amendment of the statutes, may agree to the global transfer of assets and liabilities to one or more partners or third parties by setting the terms of the transfer.

2. The cession agreement shall be published once in the "Official Gazette of the Commercial Register" and in a journal of great circulation in the place of the registered office, with the expression of the identity of the transferee or transferee. The notice shall include 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.

3. The transfer may not be carried out before a month has elapsed since the date of the last notice published. During that period, the creditors of the transferring company and of the transferee or transferee may object to the transfer under the same conditions and with the same effects provided for in the merger case. The notice referred to in paragraph 1 shall expressly mention this right.

4. The effectiveness of the assignment shall be subject to the registration of the public deed of extinction of the company.

Article 118. Final settlement balance sheet.

1. Settlement operations shall be completed, the liquidators subject to the approval of the General Board a final balance sheet, a complete report on such operations and a project of division between the partners of the resulting asset.

2. The approval agreement may be challenged by the partners who have not voted in favour of the agreement within two months from the date of its adoption. When the request for impeachment is accepted, the Judge shall agree to the court of its own motion in the Commercial Register.

Article 119. Settlement fee.

1. Unless otherwise provided for in the social statutes, the settlement fee for each member shall be proportional to its share in the share capital.

2. Unless unanimous agreement of the partners, they shall be entitled to receive in money the quota resulting from the liquidation.

3. The statutes may establish in favour of one or more members the right of the payment resulting from the liquidation to be satisfied by the return of the non-cash contributions made or by the delivery of other goods. (i) social assets, if they remain in the social heritage, which will be appreciated in their real value at the time of the approval of the project of division between the partners of the resulting asset. In this case, the liquidators must first dispose of the other social goods and if, once the creditors are satisfied, the resulting asset is insufficient to satisfy all the partners of their settlement fee, the partners entitled to In kind, they must pay the other partners in advance in money for the difference.

Article 120. Payment of the settlement fee.

Liquidators shall not be able to satisfy the settlement fee without prior satisfaction to creditors of the amount of their claims or without entering into a credit institution of the municipal term in which they radiate the address. social.

Article 121. Public deed of extinction of society.

Liquidators will grant public deed of extinction of the society that will contain:

(a) The statement by the liquidators that the time limit for the impeachment of the agreement referred to in Article 118 (2) has elapsed without any objections being made, or that the judgment has been reached that would have resolved them.

(b) The statement of the liquidators that the creditors have been paid or the payment of their claims. In the event of the overall disposal of the assets and liabilities, the statement of non-opposition by the creditors or the identity of those who have been opposed, the amount of their claims and the guarantees which the effect would have provided for the transferee.

(c) The statement of the liquidators that the partners have been satisfied with the fee resulting from the settlement or entered in their amount.

The final settlement balance and the relationship of the partners shall be incorporated into the public deed, including the identity and the value of the settlement fee that has been allocated to each of the partners.

Article 122. Cancellation of registration seats.

1. The public deed of extinction shall be entered in the Trade Register.

2. The final balance of settlement shall be entered in the register and the identity of the members and the value of the settlement fee which has been allocated to each of them shall be recorded and all seats shall be cancelled. relating to the company.

Article 123. Active and passive overcome.

1. If the seats relating to the company are cancelled, the liquidators shall, if they appear, have to award to the former members the additional share corresponding to them, after conversion of the goods into money where necessary. Six months after the liquidators have been required to comply with the above paragraph, without having awarded to the former partners the additional fee, or in case of default of liquidators, any The person concerned may request the appointment of a person to replace them in the performance of his duties from the Judge of First Instance of the last registered office.

2. The former partners will respond jointly and severally to the unsatisfied social debts up to the limit of what they would have received as a settlement fee, without prejudice to the liability of the liquidators in case of dolo or fault.

3. For the fulfilment of requirements in the form of legal acts prior to the cancellation of the seats of the company, or where necessary, the former liquidators may formalise legal acts on behalf of the extinct company after the cancellation of the registration. By default of liquidators, any interested party may request the formalisation by the Judge of First Instance of the address of the company.

Article 124. Insolvency of the company in liquidation.

In the event of the insolvency of the company, the liquidators shall, within 10 days of the date on which that situation becomes apparent, apply for the declaration of suspension of payments or bankruptcy, as appropriate.

CHAPTER XI

Limited liability unipersonal company

Article 125. Classes of single-personal limited liability companies.

Limited liability one-person partnership is understood:

a) The one constituted by a single partner, whether natural or legal person.

b) The one consisting of two or more partners when all the shares have become the property of a single partner. The ownership of the single partner is considered to be the social units belonging to the single-member company.

Article 126. Advertisement of the one-personality.

1. The constitution of a single-personal limited liability company, the declaration of such a situation as a consequence of having passed a single partner to be the owner of all the social participations, the loss of such a situation or the change of the Single Member as a consequence of having transmitted one or all of the shares, it shall be recorded in public deed which shall be entered in the Register. The registration shall necessarily express the identity of the single partner.

2. As long as the situation of one-personality exists, the company expressly states its condition of one-person in all its documentation, correspondence, order notes and invoices, as well as in all the advertisements to be published by legal or statutory provision.

Article 127. Single partner decisions.

In the single-personal limited liability company the sole member shall exercise the powers of the General Board, in which case its decisions shall be entered in the minutes, under its signature or that of its representative, and may be executed and formalised by the partner himself or by the managers of the company.

Article 128. Recruitment of the single partner with the single-member company.

1. Contracts concluded between the single partner and the company must be entered in writing or in the documentary form required by the law in accordance with its nature, and shall be transcribed to a book-register of the company to be legalized in accordance with the the provisions of the books of the records of the companies. The annual report shall contain an explicit and individual reference to these contracts, indicating their nature and conditions.

2. In the event of a provisional or final insolvency of the sole or the company, the contracts covered by the preceding paragraph which have not been transcribed to the register and are not referred to in the annual memory or have been in memory not deposited in accordance with the Law.

3. Within two years from the date of conclusion of the contracts referred to in paragraph 1, the single partner shall be liable to the company for the advantages which it has directly or indirectly obtained to the detriment of the company as a whole. the consequences of such contracts.

Article 129. Effects of the one-personality overcome.

After six months since the acquisition by the company of the one-person character without this circumstance having been registered in the Commercial Registry, the sole member will answer personally, unlimited and in solidarity with the social debts incurred during the period of one-personality. In the case of single-personality, the single partner shall not be liable for subsequent debts.

Additional disposition first. Changes to the Trade Code.

1. Article 22 (1) and (2) shall be worded as

:

" 1. The sheet opened for each individual employer shall include the particulars identifying the individual employer and his or her trade name and, where appropriate, the title of the establishment, the seat of the establishment and the branches, if any, the object of his undertaking, the date of commencement of the operations, the general powers to grant, the consent, the opposition and the revocation referred to in Articles 6 to 10; the matrimonial property rights, as well as the final judgments in the field of invalidity; separation and divorce; and the other ends which lay down the laws or regulations.

2. In the open sheet to commercial companies and other entities referred to in Article 16, the constituent act and its amendments, the termination, dissolution, reactivation, transformation, merger or division of the entity shall be entered in the establishment of branches, the appointment and termination of administrators, liquidators and auditors, the general powers, the issuance of obligations or other negotiable securities grouped in emissions where the registered entity is able to issue them in accordance with with the law, and any other circumstances that determine the laws or regulations. "

2. Article 34 (5) is incorporated in the following wording:

" 5. The annual accounts shall be made by expressing the values in pesetas. '

3. Article 41 (2) is added with the following wording, with the previous content of Article 41 (1

:

" 2. Simple collective and limited partnerships, when all collective members are Spanish or foreign companies at the end of the financial year, shall be subject to the provisions of Chapter VII of the Companies Act, with Derogation from the provisions of Section 9. '

4. Article 42 (6) is worded as follows:

" 6. The consolidated accounts shall be subject to the approval of the ordinary general meeting of the holding company simultaneously with the annual accounts of that company. The shareholders of the companies belonging to the group may obtain from the dominant company the documents submitted for approval by the board, as well as the group management report and the auditors ' report. The deposit of the consolidated accounts, the group management report and the report of the auditors in the Trade Register and the publication of the accounts shall be carried out in accordance with the provisions of the annual accounts of the anonymous companies. "

Additional provision second. Amendments to the recast of the Law on Companies, approved by Royal Decree 1564/1989 of 22 December 1989.

1. Article 14 is worded as follows:

" Article 14. Number of founders.

In the case of a simultaneous foundation or convention, people who grant social writing and subscribe to all actions will be founders. "

2. Article 34 (1) (d) shall be worded as follows:

"(d) For not having attended in the constituent act the effective will of at least two founding members, in the case of a plurality of these, or of the founding partner in the case of a single-member company."

3. Article 74 (2) is worded as follows:

" 2. The shares subscribed in violation of the prohibition of the previous paragraph shall be the property of the subscribing company. However, in the case of subscription of own shares, the obligation to pay up falls jointly and severally on the founding partners or the promoters and, in the event of an increase in the share capital, on the administrators. In the case of a subscription of shares in the dominant company, the obligation to pay up falls jointly and severally on the managers of the acquiring company and the administrators of the dominant company. '

4. The second subparagraph of Article 75 (1) is worded as follows:

"When the acquisition is for the purpose of shares of the dominant company, the authorization must also proceed from the general meeting of this company."

5. Article 75 (2) is worded as follows:

"2. ° The nominal value of the shares acquired, in addition to those already held by the acquiring company and its subsidiaries and, where applicable, the dominant company and its subsidiaries, does not exceed 10% of the share capital."

6. Article 75 (3) is worded as follows:

"3." 3. That the acquisition allows the acquiring company and, as the case may be, the dominant company to provide the reserve prescribed by Article 79, without diminishing the capital or the legal or statutory reserves. unavailable.

When the acquisition is subject to shares in the dominant company, it will also be necessary that the parent company has been able to provide such a reservation. "

7. The first subparagraph of Article 76 (1) shall be worded as follows:

" 1. Shares acquired in contravention of Article 74 or any of the first three numbers of Article 75 shall be completed within a maximum of one year from the date of the first acquisition. '

8. Article 78 (1) shall be read as

:

" 1. The shares on a regular basis must be completed within a maximum of three years of their acquisition, unless they are amortised by a reduction in capital or, in addition to those already held by the acquiring company and its subsidiaries and, in its Case, the dominant company and its subsidiaries do not exceed 10% of the share capital. "

9. Rule 3 of Article 79 is worded as follows:

" 3. The liability of the balance sheet of the acquiring company shall be established as an unavailable reserve equivalent to the amount of the shares of the company or of the dominant company computed on the asset. This reserve must be maintained as long as the shares are not written or written off. "

10. Article 87 is worded as follows:

" Article 87. Dominant company.

1. For the purposes of this section, a dominant company shall be regarded as a company which, directly or indirectly, has the majority of the voting rights of another company or which, by any other means, may exercise a dominant influence on his/her performance.

2. In particular, it shall be presumed that a company may exercise a dominant influence over another when it is in any of the cases referred to in Article 42 (1) of the Trade Code or, at least, half of that plus one of the directors of the dominated one is directors or senior managers of the dominant or other dominated by the dominant one.

For the purposes of this Article, the rights of the parent shall be added to the rights of the parent through other controlled entities or through other persons acting on behalf of the dominant company or other persons. or those of you who have a concert with any other person.

3. The provisions of this section relating to operations which are subject to the actions of the dominant company shall apply even if the company which does not hold them is a Spanish nationality. "

11. Article 89 is worded as follows:

" Article 89. Sanctioning regime.

1. Failure to comply with the obligations or infringement of the prohibitions set out in this Section shall be deemed to be in breach.

2. The previous infringements shall be punishable by a fine of up to the nominal value of the shares subscribed, acquired by the company or by a third party with financial assistance, or accepted as collateral or, where appropriate, non- amortized.

For the graduation of the fine, the entity of the infringement will be treated, as well as the damages caused to the society, the shareholders of the same, and to third parties.

3. The directors of the offending company and, where appropriate, those of the dominant company which have been liable to commit the infringement shall be deemed to be responsible for the infringement. They shall be regarded as administrators not only members of the board of directors, but also managers or persons with the power of representation of the infringing company. Liability shall be required in accordance with the criteria laid down in Articles 127 and 133 of this Law.

4. The infringements and penalties provided for in this Article shall be prescribed at three years ' time, in accordance with the provisions of Article 132 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and of the Common Administrative Procedure.

5. The jurisdiction for the initiation, instruction and resolution of the sanctioning files resulting from the provisions of this Section is attributed to the National Securities Market Commission. In the event that the sanctioning file recesses over the administrators of a credit institution or an insurance institution, or the administrators of an entity incorporated in a consolidated group of financial institutions subject to the the supervision of the Bank of Spain or the Directorate-General for Insurance, the National Securities Market Commission shall communicate to the aforementioned supervisory entities the opening of the file, which must also inform the institution prior to the resolution. "

12. The following paragraph shall be added to Article 119 (1

:

"Against the judgments handed down by the Provincial Hearings shall, in any case, proceed with the appeal."

13. Article 181 is worded as follows:

" Article 181. Short balance sheet.

1. Companies may make an abridged balance sheet for two consecutive financial years, at the closing date of each of them, at least two of the following:

(a) That the total of the assets of the asset does not exceed three hundred million pesetas.

b) That the net amount of its annual turnover does not exceed six hundred million pesetas.

c) That the average number of employees employed during the financial year is not more than fifty.

Companies shall not lose the ability to make an abbreviated balance sheet if they do not fail to meet, for two consecutive years, two of the circumstances referred to in the preceding paragraph.

2. In the first social year since its formation, transformation or merger, companies may make an abridged balance sheet if they meet at least two of the three circumstances set out in the preceding paragraph at the end of that financial year.

3. The short balance sheet shall comprise only the items in the scheme set out in Article 175, with a separate statement of the amount of the claims and debts of a residual duration of more than one year, in the forms laid down in that Article, but globally for each of these items. "

14. Article 190 is worded as follows:

" Article 190. Short profit and loss account.

1. A company may make an abbreviated profit and loss account for two consecutive financial years, at the closing date of each of them, at least two of the following circumstances:

(a) that the total of the asset items does not exceed one thousand two hundred million pesetas.

b) That the net amount of its annual turnover does not exceed two thousand four hundred million pesetas.

(c) The average number of employees employed during the financial year is not more than two hundred and fifty.

Companies shall not lose the ability to make an abbreviated profit and loss account if they do not fail to meet, for two consecutive years, two of the circumstances referred to in the preceding paragraph.

2. In the first social year since its formation, transformation or merger, companies may make an abridged profit and loss account if they meet at least two of the three circumstances expressed in the financial year at the end of that financial year. Previous section.

3. For the purpose of forming the abbreviated profit and loss account, items A1, A2 and B2, on the one hand, and B1, B3 and B4 on the other hand, shall be grouped in a single item referred to as 'Operating Consumption' or 'Operating Income'. '

15. The first subparagraph of Article 200 (2) is read as

:

" Second. The name, address and legal form of the companies in which the company is a collective partner or in which it holds, directly or indirectly, at least three per cent of the capital for those companies which have securities admitted to the official secondary market and 20% for the rest, indicating the proportion of capital held by it, as well as the amount of capital and reserves and the result of the last financial year. '

16. Article 201 is worded as follows:

" Article 201. Short memory.

Companies that can make short balance sheet may omit in memory the fourth to eleventh indications referred to in the previous article. However, the data referred to in the sixth indication of that Article shall be expressed in a comprehensive manner. '

17. A paragraph 3 is inserted in Article 202 with the following wording:

" 3. Companies that make short-balance sheet items will not be required to draw up the management report. In that case, if the company has acquired its own shares or its dominant company, it must include in the memory at least the particulars required by Article 79 (4). '

18. Article 204 (1) shall be worded as follows:

" 1. The persons to be audited by the accounts shall be appointed by the general meeting before the end of the financial year for an initial period of time, which shall not be less than three years and not more than nine years. from the date on which the first exercise is initiated to audit, and may be re-elected by the general meeting annually after the initial period has ended. "

19. Article 212 (2) is worded as follows:

" 2. On the basis of the general meeting, any shareholder may obtain from the company, immediately and free of charge, the documents to be submitted for approval, as well as the management report and the report of the auditors.

This right will be mentioned in the call. "

20. Article 221 is worded as follows:

" Article 221. Sanctioning regime.

1. Failure by the body of the administration of the obligation to deposit, within the prescribed period, the documents referred to in this section shall give rise to the failure to register any document referred to in the society as long as the non-compliance persists. The exception is the titles relating to the termination or resignation of administrators, managers, directors-general or liquidators, and to the revocation or waiver of powers, as well as to the dissolution of the company and the appointment of liquidators and the seats ordered by the judicial or administrative authority.

Failure to comply with the obligation in the preceding paragraph will also result in the imposition on the company of a fine of two hundred thousand to ten million pesetas by the Institute of Accounting and Audit Accounts, subject to the instruction of the file in accordance with the regulatory procedure, in accordance with the provisions of the Law on the Legal Regime of Public Administrations and the Common Administrative Procedure.

2. The penalty to be imposed shall be determined on the basis of the size of the company, depending on the total amount of the assets and their sales figures, both of which relate to the last financial year declared to the tax authorities. Such data shall be provided to the instructor by the company; its non-compliance shall be considered for the purposes of determining the penalty. In the absence of such data, the amount of the penalty shall be determined in accordance with its share capital figure, which shall be requested from the relevant Trade Register.

3. In the event that the documents referred to in this section have been deposited prior to the initiation of the sanctioning procedure, the penalty shall be imposed at its minimum and reduced by fifty percent.

4. The offences referred to in this Article shall be prescribed at three years. '

21. A second paragraph is added to Article 222 with the following wording:

" Annual accounts, including consolidated accounts, in addition to being published in pesetas, may be published in ecus. The conversion rate shall be expressed in memory, which shall be the day of the balance sheet closing. '

22. Article 226 is worded as follows:

" Article 226. Transformation into a limited liability company.

In cases of the transformation of public limited liability companies into limited liability companies, shareholders who have not voted in favour of the agreement shall not be subject to the provisions of Section 2 of Chapter IV of the Limited liability company law for a period of three months from the publication of the transformation in the "Official Gazette of the Mercantile Register". "

23. A new chapter is introduced which, under the heading number XI and under the heading 'Of the single-person joint stock company', shall be composed of

following Article:

" Article 311. Unipersonal anonymous company.

The provisions of Chapter XI of the Limited Liability Company Act shall apply to the single-member public limited liability company. "

24. Paragraphs 3 and 4 of the fourth transitional provision are deleted, and paragraph 4 is added to the third transitional provision of that Royal Legislative Decree, which shall be worded as follows:

" 4. As from 31 December 1995, no public limited company will be entered in the Commercial Register until the adaptation of its statutes to the provisions of this Law has been registered, if they are in contradiction with its precepts. Except for titles relating to the adaptation to this Law, to the termination or resignation of administrators, managers, directors-general and liquidators, and to the revocation or waiver of powers, as well as to the transformation of the company or its dissolution and appointment of liquidators and seats ordered by the judicial or administrative authority. '

25. Paragraph 1 of the sixth transitional provision is worded as follows:

" 1. From the maximum date set for the adequacy of the social capital figure to the legal minimum, no public limited company document will be entered in the Commercial Register, which would not have been subject to such an adjustment. Except for titles relating to the adaptation to this Law, to the termination or resignation of administrators, managers, directors-general and liquidators, and to the revocation or waiver of powers, as well as to the transformation of the company or its dissolution and appointment of liquidators, and seats ordered by the judicial or administrative authority. '

Additional provision third. Prohibition of issuing obligations.

As from the entry into force of this Law, natural persons and simple civil, collective and commercial companies may not issue or guarantee the issuance of bonds or other negotiable securities grouped in emissions.

Additional provision fourth. Taxation of the transmission of social units.

The tax regime for the transmission of the social units will be established for the transmission of securities in Article 108 of Law 24/1988 of 28 July of the Stock Market.

Additional provision fifth. Single-person companies.

Article 126 (2), Article 128 (2) and (3) and Article 129 of this Law shall not apply to limited liability companies or limited liability companies whose capital is owned by the State, Autonomous Communities or Local Corporations, or of bodies or entities of which they are dependent.

Additional provision sixth. Amendment of the Audit of Accounts Act.

Article 8 (4) of Law 19/1988 of 12 July of Audit of Accounts is worded as follows:

" 4. The auditors shall be employed for a fixed period of time, which may not be less than three years and not more than nine years from the date on which the first financial year is initiated, and may be contracted annually once finished the initial period.

However, when audit accounts are not mandatory, the limitations set out in the preceding paragraph shall not apply. "

Additional provision seventh. Labor Societies.

Within three months of the publication in the "Official State Gazette" of this Law, the Government will forward to the General Courts a draft Law on Labor Societies, in which the regime will be updated. the legal status of the company's limited liability company and the limited liability company is regulated.

First transient disposition. Temporary application of the Law.

This Law shall apply to all limited liability companies, whatever the date of their constitution, with the provisions of the scriptures or statutes having no effect from their entry into force. social that they object to what is established in it.

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

1. Within three years from the date of entry into force of this Law, limited liability companies incorporated prior to the validity of this Law shall adapt to it the provisions of the scriptures or statutes. social, if they were in contradiction with their precepts.

2. Within the same period, the companies incorporated prior to the entry into force of this Law and who consider that their writings or social statutes are in conformity with the provisions of this Law, shall submit the corresponding titles. on the Mercantile Register. If the Registrar is satisfied with the title or titles presented, it shall be recorded in the titles themselves and on the margin of the last registration of the company. In another case, it will extend to the title of the title of the need for adaptation. This rating shall be subject to the system of resources set out in the Trade Register Regulation.

3. The Government, on a proposal from the Minister of Justice and Home Affairs, will fix a reduction in the rights that the Notaries and the Commercial Registrars will have to perceive as a consequence of the application of their respective tariffs for the acts and documents necessary for the adaptation of the existing companies as provided for in this Law, and for the registration in the Commercial Registry of the subjects required to do so under the provisions of this Law.

4. Likewise, the reduction of the amount of the publication in the "Official Gazette of the Commercial Registry" of the registration of the adaptation or the registration of the subjects required to do so by virtue of the provisions of the present Law.

Transitional provision third. Registration of documents in the Mercantile Register.

After three years after the entry into force of this Law, no limited liability company shall be entered in the Commercial Register until the adaptation of its writing has been registered or social statutes or the marginal note of conformity. Except for securities relating to the adaptation to this Law, to the termination or resignation of directors, managers, directors-general or liquidators, and to the revocation or waiver of powers, as well as to the transformation of the company or its dissolution and appointment of liquidators and seats ordered by the judicial or administrative authority.

Transitional disposition fourth. Social agreements for adaptation.

The agreements to adapt the deed or the social statutes to this Law shall be valid if you vote in favour of the majority of the social capital, whatever the provisions of the deed or social statutes on the constitution or voting majorities. Any partner or administrator shall be entitled to request the General Meeting to be convened by the administrative body for this purpose and if, after two months from the request, the call has not been published, they may request from the Judge of First Instance of the registered office, who, after hearing the administrators, agree on what is appropriate to appoint, where appropriate, the person to preside over the meeting.

Transient disposition fifth. Tax exemptions.

The acts and documents legally necessary to ensure that the companies incorporated under the previous legislation are able to comply with the provisions of the present legislation will be exempt from taxes and levies of all kinds. Law within the time limit laid down in the second transitional provision.

To the contributions to single-personal companies of limited liability of autonomous economic units by individual entrepreneurs, it shall apply to them, on their own terms, the provisions of the second provision second of Law No 29/1991 of 16 December 1991 on the adequacy of certain concepts of taxation to the Directives and Regulations of the European Communities.

Transitional disposition sixth. Time limits for the depreciation of own units.

1. The own shares held by the company at the time of entry into force of this Law, in so far as they infringe the provisions of Section 4. of Chapter IV thereof, shall be amortised within one year, with the result that Reduction of capital.

2. The shares or shares of the dominant company held by the company at the time of entry into force of this Law, in so far as they infringe the provisions of Section 4 of Chapter IV thereof, shall be in accordance with the provisions of this Law. year.

3. If the company does not adopt the measures set out in the above paragraphs, any interested party may request its adoption by the judicial authority. The administrators and, where appropriate, the liquidators, are required to request from the judicial authority the depreciation of the units when the social agreement is contrary to the reduction of the capital or cannot be adopted.

The shares or shares of the dominant company shall be sold judicially at the request of an interested party.

Transitional disposition seventh. Validity of the emission of obligations already agreed.

They shall be valid and shall be governed by the provisions of Law 211/1964 of 24 December, the issuance of obligations or other negotiable securities grouped in emissions which, prior to the entry into force of this Law, have been agreed by limited liability companies, collective or simple comanditarias, provided that the date of adoption of the relevant agreement is recorded in public document or is established by any of the forms provided for in the Article 1227 of the Civil Code.

Also, emissions of bonds or other marketable securities grouped in emissions by individual entrepreneurs in accordance with the previous legislation and whose formalisation in public writing will be valid will also be valid. taken place before the entry into force of this Law.

Transient disposition octave. Pre-existing single-person societies.

1. Before 1 January 1996, limited liability companies or limited liability companies which, at the entry into force of this Law, shall be in one of the situations referred to in Article 125, shall submit in the Register of Trade, for registration, a declaration signed by a person with a certificate and a legitimate signature indicating the identity of the single partner.

2. In the event of non-compliance with the provisions of the previous paragraph, the single partner shall be liable in the terms of Article 129.

First repeal provision. Repeal of the Law of 17 July 1953.

The entry into force of this Law shall be repealed by the Law of 17 July 1953 on the legal status of Limited Liability Societies.

Repeal provision second. Repeal of the rule on full dissolution.

The rule on the full dissolution of the limited liability companies contained in the last paragraph of paragraph 2 of the transitional provision, sixth of Law 19/1989, of July 25, is hereby repealed.

Final disposition first. Entry into force of the Act.

This Law shall enter into force on 1 June 1995.

Final disposition second. The applicable rules applicable to annual accounts.

Paragraph 2 of the first provision and paragraphs 11, 12, 13, 14, 15, 16, 17, 18 and 19 of the second provision shall apply to the annual accounts on the basis of the social exercises which begin on 1 day 1 of January 1995 or in the course of that year.

Therefore,

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

Madrid, March 23, 1995.

JOHN CARLOS R.

The President of the Government,

FELIPE GONZÁLEZ MARQUEZ