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Law 15/1986 Of 25 April, Industrial Corporations.

Original Language Title: Ley 15/1986, de 25 de abril, de Sociedades Anónimas Laborales.

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TEXT

JOHN CARLOS I

KING OF SPAIN

To all who present it and understand,

Sabed: That the General Courts have approved and I come to sanction the following Law:

The difficulties experienced by the industrial sector have led to the closure of many companies with the consequent loss of employment. Faced with the need to give a positive response to this situation, workers adopt new methods of job creation through the formation of joint-stock companies.

In most cases, this step involves a process of reconversion of the previous company, which requires a resizing, change in legal form and ownership of the company.

In recent years, the Ministry of Labor and Social Security has been regulating the conditions that Civil and Commercial Societies should comply with in order to be considered as labor and thus be matched in support to the Associate Work Cooperatives.

The lack of sufficient legal regulation of these societies has so far made their promotion difficult, remaining limited to the financial area.

in addition to providing sufficient legal certainty for these companies, the elaboration of a Law on Industrial Companies will allow these companies to articulate a series of measures designed to adequately promote this organization formula. the economic and social participation of workers in the enterprise, in accordance with the mandate set out in Article 129.2 of the Spanish Constitution, which states that the public authorities will establish the means to facilitate the access of workers to the ownership of the means of production.

This new regulation clearly defines the character of these Societies and marks the requirements for their consideration as work, while establishing the control systems that prevent the incorrect use of this figure. societaria.

CHAPTER FIRST

Societary Regime

Article first.

Limited companies in which at least 51 per 100 of the share capital belongs to the employees who provide their services directly, personally, whose employment relationship is for an indefinite period of time and in full time, they may have the character of the Company Limited in the conditions regulated by this Law.

Article 2.

As not provided for in this Law, the Company's Company will be governed by the rules applicable to the Company and will have this character whatever the figure of its social capital.

Third item.

The name of the company must necessarily include the indication "Company Anonymous", or its abbreviation S.A.L.

Companies governed by this Law, once constituted, are the only ones authorized to use the name of the Company.

Article 4.

For administrative purposes, the Ministry of Labour and Social Security creates a Register of Labour Companies, which will include the facts to be determined in this Law and its implementing rules.

The Company will have legal personality from its registration in the Commercial Registry, although, for the registration in the Register of an Anonima Company as Labor, the certificate will have to be provided that The company has been qualified by the Ministry of Labour and Social Security as such and registered in the administrative register referred to in the previous paragraph. Registration in the Trade Register shall be notified to the Administrative Registry of the Ministry of Labour and Social Security.

The acquisition by a Company of the Labor character shall not be considered as a transformation for the purposes of the regulatory standards of the Company.

The record in the Commercial Register of the work character of a pre-existing Anonima Company will be made by the corresponding marginal note in the form and deadlines that will be established regulatively, prior to the presentation of the administrative certificate referred to above.

In any event, the adoption by pre-existing companies of the form of the Company's Company will be considered as the transmission of the lessor relationship to the effects of the legislation on leases.

Article 5.

Social capital, which will be divided into shares, will be fixed in the Statute. At the time of the constitution, you must be fully subscribed and paid in a quarter, with the remainder being no longer than one year from your registration as a Company in the Commercial Register.

None of the partners may hold shares representing more than 25 per 100 of the share capital. Notwithstanding the foregoing, they may participate in the capital of the company's company, up to 49 per 100, the Public Entities, as well as the legal persons in whose capital they participate mostly or belong entirely to the State, Autonomous Communities and Local Entities.

Article 6.

Actions will always be nominative. In the case where there are non-workers there will be two classes of action: those reserved for workers, who must bear this indication in the title of the action, and the remaining ones.

Workers who acquire for any degree shares of the class not reserved for them, may apply to the Company for the change in class of these shares. Such a change shall be effected by a favourable agreement of the General Shareholders ' Meeting. In any event, if the General Board's favourable agreement recesses, the titles of the requested class will be replaced.

Shares in portfolio are permitted, provided that the shares are reserved for the employees and that the capital they represent does not exceed a quarter of the capital represented by the total of the shares in this class. Shares in portfolio, while in such a situation, shall not attribute any right or the capital they represent may be taken to the liabilities side of the balance sheet, as long as they are not the subject of a subscription.

The portfolio shares may have their origin, either in the case governed by Article 8., or in a capital increase.

Item seventh.

The right of subscription or, where appropriate, the preferential acquisition of shares not reserved for workers is governed by the rules of public limited liability companies.

The preference in the subscription of reserved shares to workers will be set in the following article.

Article 8.

The holder of shares reserved for workers who intend to transmit their action or shares to a person who is not a worker of the Company on a full time basis must communicate it in writing to the managers, who will notify them to non-partner workers within 15 days. Such workers may choose to purchase within 30 days of the notification, and if there are several who wish to acquire the shares, they will be distributed among them equally. In the event that no worker exercises this right, the administrators shall notify the proposed transmission to the working partners within the same time limit. Such partners may choose to purchase within the following 30 days, and if they are several who wish to acquire the shares, they will be distributed among all of them in inverse proportion to their respective share in the share capital.

If no worker partner exercises the right to a preferred acquisition, the shares will be offered for sale to non-workers at the same time. If there are several who wish to acquire the shares, they will be distributed among all of them in proportion to their respective social participation.

In the cases set out in the previous two paragraphs, the existence of shares in co-ownership will be avoided as far as possible.

In the event that no worker or partner exercises the right of preferential acquisition, the Company may acquire them within ten days, either to have them in a portfolio or to write them down after the reduction of the capital social.

After the last deadline, the worker partner will be free to transmit the actions on which no one would have exercised his rights of preferential acquisition in the form and manner that he has for convenient. In this case, as in the second paragraph of this article, the class change of the actions shall be carried out.

However, if the seller's shareholder does not proceed with the transfer of his shares within four months of the end of the last month of the intended purpose and wishes to carry such a transfer at the end of the period, he shall initiate again the formalities covered by this Article.

Article ninth.

The purchase price, in the event of a discrepancy, shall be 75 per 100 of the actual value, according to the assessment of an expert appointed by common agreement by the parties or, failing that, by the judge.

For the judicial designation of the expert, the procedure laid down in the second paragraph of Articles 2.175 and 2.176 of the Law on Civil Procedure shall be followed. The expert shall hear the parties and deliver their opinion within the time limits laid down by the Judge in the act of designation. Against the expert opinion, it shall only be the case of a declaration of invalidity before the First Chamber of the Supreme Court for the reasons set out in Article 1.733 of the Law on Civil Procedure. The Judge shall take the necessary steps to ensure that the actions are transmitted in the price indicated by the expert, in the manner that the procedural law provides for the execution of judgments.

Article ten.

1. The termination of the worker's employment relationship will force the worker to offer his or her shares to those who have the right of preferential purchase, in accordance with the previous articles. If it is not exercised, the partner may continue as a non-working partner, proceeding to the class change of his/her actions.

2. The Statutes may lay down special rules governing this subject in the case of retirement and permanent incapacity.

They will also be able to regulate the situation of workers on leave.

Item eleven.

The acquisition of some hereditary succession action confers upon the acquirer, either heir or legier of the deceased, the status of a partner.

Notwithstanding the foregoing, it may be laid down in the statutes that non-partner workers and partners, whether or not they are workers, shall be entitled to acquire, within the time limit to be determined, the shares of the partner deceased by the price and with the preferences set out in the previous articles. This right shall never be given in the "mortis causa" transmission of shares reserved for workers with respect to the successor who is a non-shareholder worker of the Company or is accepted as a worker by the Administrators.

Article twelve.

In no case will the covenant on the transmissibility of actions contrary to this Law be valid, or that it will totally prohibit the transmission to persons strange to the Society.

Article thirteen.

If the transmission brings as a consequence the alteration of the limits set forth in this Law, the provisions of Article 18 shall apply.

Article fourteen.

In the case of two classes of shareholders, both will be represented proportionally to their contributions to the social capital, in the administrative organs of the Society that will be those mentioned in the regulatory norms of Anonymous Societies.

Article fifteen.

The social agreements contrary to the Law or the statutes or which entail an alteration of the limits of the participation of both the workers 'and non-workers' partners, or who injure, for the benefit of one or more shareholders, the interests of the Company, may be challenged before the competent judicial body, according to the rules of the Companies Anonymous on the challenge of social agreements.

Such a court must bring to the attention of the Register of Company the Company the beginning and result of such challenges within seven days from the time of the admission of the demand or the notification of the statement in your case.

Individual or collective disputes arising out of the employment contract between the Company and the partners providing their services shall be the responsibility of the bodies. Social order jurisdictional.

Article sixteen.

In the Company's Company, the number of workers whose employment relationship is for an indefinite period of time and who do not have subscribed and disbursed shares of the Company, may not be greater than 15 per 100 in relation to the (a) total worker members, except in those made up of less than 25 working members, in which the maximum percentage shall be 25 per 100.

This percentage is excluded from contract workers of a temporary duration not exceeding that specified in the Staff Regulations.

Article seventeen.

The Working Anonymous Companies, in addition to the legal or statutory reserves and for the same purposes, shall be obliged to constitute a Special Reserve Fund of an irreparable nature, except in the case of liquidation, provided with 10 per 100 of the liquid benefits of each financial year.

Article eighteen.

The loss of the condition of the Company Anonymous Labor will proceed if during the operation of the Company it is exceeded the limits that for the possession of shares and participation in the social capital are fixed in the articles 1. No 5 of this Law, as well as those corresponding to the reserve funds and the hiring of salaried workers referred to in Articles 16 and 17. To this end, and once the Ministry of Labour and Social Security has become aware of this, it will warn the Company of Labour to rectify it in the period not exceeding six months; otherwise, it will be given a decision. Ordering its discharge in the Register of Company Limited Companies, proceeding to its disqualification, referring certification to the Commercial Registry and to the Ministry of Economy and Finance.

The Merchant Registrar will record the disqualification produced by marginal note.

Correspond to the Ministry of Labor and Social Security and the Ministry of Economy and Finance in the tax aspects, the inspection functions related to the compliance of the Company with the conditions established in this Act.

Article nineteen.

Companies regulated by this Law will be dissolved by the same causes as the Company, without the disqualification as an employment affecting the continuity of their legal personality.

CHAPTER II

Tax Regime

Article twenty.

1. Public limited liability companies which meet the requirements set out in Article 21 shall enjoy the following tax benefits in the Tax on Proprietary Transmissions and Documented Legal Acts:

A) Bonification of 99 per 100 of the fees payable for the corporate operations of the constitution and increase of capital and of those arising from the acts and contracts necessary for the transformation or adaptation of companies already existing in the company's company, as well as those that have their cause in the acts of adaptation provided for in the transitional provision.

(B) The same bonus for which loans are payable, including those represented by bonds, where the amount is intended for the purpose of making investments in fixed assets necessary for the purposes of the development of your activity.

C) Equal bonus for the acquisition, by any means admitted in law, of goods from the company that the majority of the employees of the Company of the Company have obtained.

2. The Working Anonymous Companies shall enjoy the freedom of redemption relating to the assets of the asset, as soon as they are affected by their activity during the first five years that are not extended from the first financial year of the same.

3. The tax benefits shall be granted by the Ministry of Economy and Finance, for a period of five years, from the date of the public deed of the formation of the Company, of the transformation of another company into the Company. or adaptation in accordance with the provisions of the transitional provision, which may be extended for the same period.

Item twenty-one.

1. In order to qualify for tax benefits, the Company will have to meet the following requirements:

(a) To be registered, and not disqualified, in the Official Register that for these entities is created in the Ministry of Labor and Social Security, as well as to comply with the other requirements set forth in this Law.

(b) They shall be allocated to the Reserve Fund in the financial year in which the taxable event occurs, 50 per 100 of the financial benefits of the financial year.

2. Public limited liability companies which carry out their activities in sectors declared to be of preferential interest under Law 152/1963 of 2 December 1963 in sectors declared in industrial conversion in accordance with Article 1 of Law 27/1984, of 26 July on Reconversion and Reindustrialisation, or in sectors to which the measures provided for in Article 38 thereof apply, shall require, in order to have access to the benefits referred to in Article 18 of this Regulation, Law, favourable report of the Ministry of Industry and Energy.

TRANSIENT DISPOSITION

The companies that, for the purposes of the aid granted by the extinct National Fund for the Protection of Labor, had the consideration of Labor, which would like to avail themselves of the provisions of this Law, will have the one year, from the entry into force of the Royal Decree referred to in the Final Disposition First, to adapt its Statutes to the content of that Act and to register in the Administrative Register of the Ministry of Labour and Social Security.

Companies that opt for non-adaptation or do not adapt it within the period provided for in the preceding paragraph shall remain as ordinary companies, without affecting the continuity of their legal personality.

FINAL PROVISIONS

First.

The Government, on a proposal from the Ministries of Justice and Labor and Social Security, will approve within a period of not more than six months from the publication of this Law, and through Royal Decree, the functioning and the powers of the of the Administrative Registry of Labor and Social Security Companies of the Ministry of Labor and Social Security.

Second.

For the purpose of representing representation to the Public Administration and in defense of its interests, the Company's Company Limited may be organized in Associations or specific groupings in accordance with Law 19/1977. Trade union law regulator.

Third.

The Government, on a proposal, within the scope of its respective powers, of the Ministries of Justice, Economy and Finance and Labor and Social Security, may issue the necessary provisions for the development of the present Law.

Fourth.

This Law shall enter into force on the thirtieth day of its publication in the "Official Gazette of the State".

Therefore,

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

Palacio de la Zarzuela, Madrid, 25 April 1986.

JOHN CARLOS R.

The President of the Government,

FELIPE GONZÁLEZ MARQUEZ