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Law 44/2015, Of 14 October, Labor And Investees.

Original Language Title: Ley 44/2015, de 14 de octubre, de Sociedades Laborales y Participadas.

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TEXT

FELIPE VI

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:

INDEX

Preamble.

Chapter I. Societary Regime.

Article 1. Concept of "working society".

Article 2. Administrative competition.

Article 3. Social Name.

Article 4. Administrative registration of Labor Societies and coordination with the Commercial Registry.

Article 5. Social capital. Classes of shares and units.

Article 6. Right of preferential acquisition in the event of voluntary "inter-living" transmission of shares/units.

Article 7. Valuation of shares and units for the purposes of transmission or amortisation.

Article 8. Nullity of statutory clauses.

Article 9. Transfer of shares and units in the cases of termination of the employment relationship.

Article 10. Transmission "mortis causa" of shares/units.

Article 11. Preferential subscription right.

Article 12. Acquisition by the labour company of its own shares and social interests.

Article 13. Administrative organ.

Article 14. Special reservation.

Article 15. Loss of qualification.

Article 16. Separation and exclusion of partners.

Chapter II. Tax benefits.

Article 17. Tax benefits.

Chapter III. Companies engaged by workers.

Article 18. Foundation and principles.

Article 19. Concept of Society Participated by Workers.

Article 20. Recognition.

Additional disposition first. Collaboration and harmonisation between Registers.

Additional provision second. Right of association.

Additional provision third. Effects of the change in the rating of the companies.

Additional provision fourth. Promotion measures for the establishment of working societies and job creation.

Additional provision fifth. Absence of public expenditure.

Additional provision sixth. Basque tax regime.

First transient disposition. Procedures initiated prior to the entry into force of this law.

Second transient disposition. Adaptation of Statutes.

Single repeal provision. Regulatory repeal.

Final disposition first. Amendment of the recast text of the General Law of Social Security, approved by the Royal Legislative Decree 1/1994 of 20 June.

Final disposition second. Competence title.

Final disposition third. Extra duty.

Final disposition fourth. Regulation of the Administrative Registry of Labor Societies.

Final disposition fifth. Enabling regulatory development.

Final disposition sixth. Entry into force.

PREAMBLE

I

Labor societies, born in the seventies as a method of collective self-employment by workers, achieve constitutional recognition in Article 129.2 of the Spanish Constitution of 1978, which orders the public authorities to promote the various forms of participation in the enterprise and the establishment of measures to facilitate the access of workers to the ownership of the means of production.

Law 4/1997 of 24 March, of industrial companies, introduced an important advance in its regulation and allowed a great development of this social formula, as can be seen in the view of the creation of numerous companies and jobs that have been generated under that rule. However, given the time since its promulgation, the need to update its regulatory framework with the aim of giving new impetus to the work societies due to their status as companies participated by the working partners and open to integration as partners of the other employees of the company.

Working societies are companies of capital in their form and therefore the rules concerning limited and anonymous companies apply to them. Since the adoption of the Law on Employment Societies in 1997, there have been numerous legislative reforms that have affected this sector, among others: Law 22/2003, of July 9, bankruptcy; Law 2/2007, of March 15, of professional societies; Law 3/2009, of April 3, on structural modifications of commercial companies, or the recast text of the Law of Companies of Capital, approved by the Royal Legislative Decree 1/2010, of July 2.

This situation calls for an adaptation of the law of labor societies to the new normative framework and a systematization of its rules more in line with that established in the law of capital companies, which has integrated into the same text the the regulation of public limited liability companies and the limited liability company, while recognising that the main distinction between capital companies is not so much in terms of its form as its status or not as a listed company. A clear example of this is the working society where the coincidences between limited liability companies and limited liability companies advise in many cases to offer common legal solutions.

But labor societies are also for their purposes and guiding principles, entities of the social economy, as explicitly stated in Law 5/2011, of March 29, of social economy, and therefore, they must be accretive of their promotion policies, including the mandate to the public authorities to create an environment that encourages the development of economic and social initiatives in the context of the social economy. With this objective, the additional seventh provision of this law directed the Government to refer to the Courts a bill that would update and revise Law 4/1997, of March 24, of Labor Societies.

II

The concept of employee participation in the company has been growing in importance in recent times, where we find clear examples at European level that demand this social formula.

The Council Recommendation of 27 July 1992 on the promotion of the participation of workers in the profits and results of the undertaking (including participation in the capital), invited the Member States to the members to recognize the potential benefits of a more widespread use, at individual or collective level, of a wide variety of formulas for employee participation in the benefits and results of the company, such as such as participation in profits, shareholding or mixed formulas; and to take into account, in this the context, role and responsibility of the social partners, in accordance with national laws and practices.

It also recommended ensuring that legal structures allow for the introduction of participation formulas, which will be considered the possibility of providing incentives such as tax incentives or other advantages. financial, to encourage the introduction of certain forms of participation; and to encourage the use of participation formulas by facilitating the provision of adequate information to all parties who may be interested.

In this regard, the opinion of the European Economic and Social Committee on the topic "Financial participation of workers in Europe" of 21 October 2010, which provides that the financial participation of workers in Europe is a Workers represent a possibility to involve companies and workers more and better, as well as society as a whole, in the success of the increasing Europeanisation of economic activity.

The aim of the opinion was to encourage Europe to develop a reference framework that encourages the social and economic connection of Europe, by streamlining the application of the financial participation of workers at different levels.

on the basis of this opinion, the European Economic and Social Committee calls for a new Council recommendation to be adopted on the promotion of employee participation in the company's profits and results, and put forward proposals on how to deal with obstacles to cross-border projects.

In addition, and in line with the "Europe 2020" strategy, the financial participation of workers can be one of the mechanisms to strengthen the competitiveness of European SMEs, as it increases identification with And the involvement of their skilled workers-both in good and bad times-and the financial participation of workers will also help to ensure a sustainable future.

In this way, workers are given the opportunity to increase their assets in the long term in a simple way, which allows them to add complementary resources to live after they stop working. Workers who are allowed to participate in the company's results feel that they are more aware of their contribution to the results obtained by the company.

Without prejudice to other forms of co-decision and intervention in the company's decisions, equity participations in the capital can-in terms of how they are developed-lead to participation in decision-making, for example, by the right to vote of shareholders. In the case of participation in the form of shares, the right to vote for shareholders, both individual and collective, can be exercised, for example, by a financial holding company.

In this line, it is worth noting that the companies in Spain, in line with the European recommendations, respond to the majority of the company model. They are among the maximum exponents of the participation of workers in companies in our country, finding themselves at the forefront in relation to the regulation of this type of entities in the other countries of our environment.

III

The new regulation not only updates, modernizes and improves the content of Law 4/1997, of March 24, as a consequence of the last reforms of the company law, but in compliance with the forecast contained in the Law 5/2011, of social economy, reinforces the nature, function and characterization of the labor society as an entity of the social economy, putting in value its specificities.

Improves its legal regime with the objectives of encouraging the participation of workers in companies, facilitating their access to the status of partner, while incorporating new measures to ensure the control of the This is a very important step in the development of the European Union, which is a priority for the European Union. It aims to strengthen its business side and to consolidate the stable and non-cyclical nature of this business model. Prepares its content for the changes that will occur around the single electronic document and restructures the articulated by removing superfluous precepts and incorporating other necessary ones.

Chapter I establishes the corporate regime, and regulates in a single article the concept of the labor society and the essential traits that characterize it, among which is the need to own the majority of the social capital, further requiring that no partner may have shares or shares representing more than one third of the share capital. On the other hand, the exceptions to these requirements are extended, among which the possibility of forming working societies with two partners should be highlighted, provided that both are workers and have an equal share of their participation in society. In addition, the framework for the recruitment of non-partner workers and the time-limits for adaptation in cases of transgression of capital limits and the hiring of non-partner workers required in order not to lose the status of a company are relaxed. work.

Articles 2 and 4 maintain administrative competence for the qualification of working societies on the same terms as laid down in Law 4/1997 of 24 March; however, the necessary documentation is simplified for its constitution in the case of pre-existing companies and incorporates the need for harmonization and collaboration between the various state and regional administrative registers and the Commercial Registry which are involved in the creation of working societies, enabling the introduction of electronic and telematic means for obtain the qualification and registration. In addition, the administrative obligations of the labour companies are reduced by removing the requirement to communicate regularly to the administrative register the transmissions of shares or units, limiting them to cases where they are altered the required limits for obtaining the job qualification.

Article 5 maintains the duality of the existing classes of shares and participations: labor and general, depending on whether or not the owner is a worker and, in order to facilitate the management and transmission of They are required to be of equal nominal value and to confer the same rights, thus avoiding possible divergences between ownership of capital and effective control of the company.

Article 6 determines a new, more agile system in the case of voluntary transmission of shares and units of both the general and the working class, simplifying the complex system of regulated preferential acquisition above, which entails a reduction in time and the collective with rights of preference since the right of workers of a given duration is abolished.

Article 7 regulates the valuation of shares and units, for the purposes of transmission and amortisation, allowing the valuation of shares to relate to a system provided for by the statutory system, although it will not retroactive effects.

Article 9 regulates the transmission of shares and units in the cases of extinction of the employment relationship, extending the cases in which special rules may be established and incorporates as a novelty that in the cases an attachment of shares or shares of the company or of the execution of the company in respect of the same, the notifications provided for in Article 109 of the recast of the Law on Capital Companies, approved by the Royal Decree of Law 1/2010, of 2 July, non-partner workers are also made out of contract for an indefinite period.

Article 12 regulates in a novel way the acquisition by the company of its own shares and units, aimed at facilitating its transmission within the maximum period of three years to contract workers for an indefinite period. In addition, the law incorporates for the first time the possibility for the company to provide financial assistance to workers for the acquisition of social capital.

Article 13 regulates the administrative body, and Article 14, concerning the special reserve, extends the purposes to which it can be used, as in addition to making up for losses, it may be applied to the acquisition of a self-portfolio by part of the society in order to facilitate its subsequent alienation by the workers, all in line with one of the main objectives of the law that is the articulation of mechanisms to seek the access of the workers to the status of partners.

In addition, the obligation to provide such a reserve is limited until it reaches an amount of at least a figure higher than double the share capital.

Article 15 regulates the loss of the rating of the company as a labor, and Article 16 establishes the assumptions of separation and exclusion of non-regulated partners to date.

Chapter II, regulates tax benefits, already requiring as a single requirement to enjoy the same status as the "labor" rating of the company.

Chapter III regulates the companies ' participation by the workers, defining for the first time in our country such a concept, considering as such not only the working societies themselves, but any other companies in which the working party has social capital and voting rights. It also sets out the principles to which they are subject, and the possible recognition that may be developed in relation to these societies.

Finally, the law has six additional provisions, which establish as new the collaboration and harmonization between the state administrative registry, the autonomous and the commercial, and the promotion measures for the the creation of employment partnerships and the creation of jobs. The Law also includes two transitional provisions, a derogation, which affects the whole of Law 4/1997, of 24 March, of Industrial Societies, to the additional 47th of Law 27/2011, of 1 August, on updating, updating and modernising the Social Security system, as well as any other provision of equal or lower rank which is opposed to the provisions of this law, and six final provisions.

CHAPTER I

Societary Regime

Article 1. Concept of "working society".

1. The working companies are those limited liability companies or limited liability companies that are subject to the provisions laid down in this law.

2. They may obtain the qualification of "Labour Company" limited liability or limited liability companies which meet the following requirements:

(a) That at least most of the share capital is owned by workers who provide paid services on a personal and direct basis, by virtue of an indefinite working relationship.

(b) None of the partners is the holder of shares or social interests representing more than one third of the share capital, except that:

The labor society is initially constituted by two contract workers with an indefinite time, in which both the social capital and the voting rights will be distributed to fifty percent, with the an obligation that within the maximum period of 36 months they comply with the limit set out in this paragraph.

It is a question of partners that are public entities, of majority public participation, non-profit entities or of the social economy, in which case participation may exceed that limit, without reaching fifty percent. of social capital.

In the cases of transgression over the limits set out in paragraphs (a) and (b) of this Article, the company shall be obliged to accommodate the law of the law of its members, within eighteen months of count from the first non-compliance.

c) That the number of hours worked by non-partner employees for an indefinite period of time is not more than forty-nine per cent of the total number of hours worked in the working society by the Joint venture between the employees. It shall not compute for the calculation of this limit the work performed by workers with disabilities of any kind in grade equal to or greater than thirty-three percent.

If the limits provided for in this paragraph are exceeded, the company must reach them again within the maximum period of 12 months. The body of which the Register of Labour Societies is dependent may grant up to two extensions, for a maximum period of 12 months each, provided that each application for an extension has been made that progress has been made in the process of adaptation to the intended limits. The period of adaptation in cases of legal or conventional subrogation of workers shall be thirty-six months, and the extensions provided for in this paragraph may also be requested.

3. The exceeding of limits and the circumstances arising from such a situation, as well as their subsequent adaptation to the law, shall be communicated to the Register of Labour Societies within one month of their occurrence for the purposes of the Article 15 (2) of this Act.

Article 2. Administrative competition.

1. It is for the Ministry of Employment and Social Security or, where appropriate, the competent bodies of the Autonomous Communities which have received the corresponding transfers of functions and services in respect of the classification and registration of companies. employment, the granting of the "Labour Society" qualification, as well as the control of compliance with the requirements set out in this law and, where appropriate, the ability to resolve the disqualification. The qualification granted by a competent authority shall be fully effective throughout the national territory, without the need for the company to carry out any further processing or meet new requirements.

To this effect, actions of harmonization, collaboration and information will be carried out between the Registry of the Ministry of Employment and Social Security, the Commercial Registry and the Registers of the Autonomous Communities. In particular, the Register of the Ministry of Employment and Social Security, without prejudice to the powers of the Autonomous Communities, shall include in a common database the information on the various registers of the Autonomous Communities. it is necessary for the exercise of the powers conferred on the competent authorities in the field of supervision and control.

2. The "Labour Company" qualification shall be awarded upon request of the company, to which it shall accompany the documentation to be determined by regulation.

In any event, the new constitution companies will provide an authorized copy of the corresponding writing, in which the will of the grants is expressly stated in the grant of the founding of a working company.

If the company is pre-existing, it will have to provide literal certification of the Commercial Registry on the seats in force concerning the same, authorized copy of the writing of elevation to public of the agreements of the General Board favourable to the qualification of the work company and the modification of the articles of its statutes to adapt them to the provisions of this law, as well as the Book of Nominative Actions or the Book of Partners that reflects the ownership of the shares/units.

3. The formalities required for the qualification and registration of a company as a working company may be carried out by means of electronic, computer and telematic means which are enabled for this purpose.

4. The qualification provided for in this Article shall not apply to the provisions of Chapter III of this Law.

Article 3. Social name.

1. The name of the company must include the words "Company Limited Labour", "Society of Labour Limited Liability", or "Company Limited Labour" or its abbreviations SAL, SRLL or SLL, as appropriate.

2. The "employment" adjective may not be included in the denomination by companies that do not have the "Labor Company" rating.

3. The term "employment" shall be entered in all its documentation, correspondence, order notes and invoices, as well as in all notices to be published by law or by law.

Article 4. Administrative registration of Labor Societies and coordination with the Commercial Registry.

1. In the Register of Labour Societies created for administrative purposes in the Ministry of Employment and Social Security, the acts to be determined in this law and its implementing rules shall be recorded, without prejudice to the powers of the (a) execution which is assumed or assumed by the Autonomous Communities.

2. The company shall have legal personality from its registration in the Register of Companies, but for the registration of a company with the qualification of employment, the certificate stating that the company has been registered must be provided qualified by the Ministry of Employment and Social Security or by the competent body of the respective Autonomous Community as such and registered in the administrative register referred to in the preceding paragraph.

The record in the Commercial Registry of the employment status of a company shall be made by means of a marginal note on the open sheet to the company, in the form and time limits to be established, with notification to the register administrative.

3. The acquisition of the qualification as an employment by an anonymous or limited liability company shall not be considered as a social transformation nor shall it be subject to the rules applicable to the transformation of companies.

4. The Trade Register shall not apply any registration of amendments to the statutes of a company affecting its name, registered office, composition of the registered capital or transmission system for shares and units, without the same certificate of the Register of Labour Societies as it turns out, or the favourable resolution that such modification does not affect the qualification of the company as a labour force, or the registration of the change of address.

5. The Commercial Registrars shall forward to the corresponding administrative register, preferably in electronic form, a simple information note of the practice of the seats affecting the constitution and extinction of the working societies, thus as to the modification of the related acts in the previous paragraph.

6. The working company transferring its registered office must inform the competent authority. Where the transfer takes place within the scope of another administrative register, it shall be dependent on the administrative register, subject to the provisions of Article 20 and the additional provision of Law 20/2013 of 9 December 2013 on the security of the market unit. In any event, in the case of disqualification files which are opened at the time of the transfer, the registration of origin shall keep the competition up to its resolution.

7. The judge who is aware of the challenge of any social agreement affecting the name, composition of the capital or the change of domicile, shall inform the administrative register on which the company is dependent on the existence of the claim and the causes of impeachment, as well as the judgment that dictates on the claim.

Article 5. Social capital. Classes of shares and units.

1. The share capital shall be divided into nominative shares or social equity. The shares and units of the class they are shall have the same nominal value and shall confer the same economic rights, without the creation of private shares or units of voting rights being valid.

2. The shares and shares of the working companies shall be divided into two classes: those owned by workers whose employment relationship is for an indefinite period of time and the other. The first class will be referred to as "working class" and the second "general class". The labour company may be the holder of shares and units of both classes.

3. In the case of a transfer of shares or units involving a change of class on the basis of its owner, the directors without the need for agreement of the General Board shall formalize the modification of the article or articles. of the statutes to which it affects, granting the relevant public deed that will be entered in the Commercial Registry, once entered in the Register of Labor Societies.

4. The annual memory of the labour companies shall include changes in the share capital experienced by that company during the reference financial year.

Article 6. Right of preferential acquisition in the event of voluntary "inter-living" transmission of shares/units.

1. The shares and shares, with the exception of statutory provisions against, may be freely transmitted to non-partner workers and workers on an indefinite basis.

In this case, the transferor must communicate to the directors of the company in writing and in such a way as to ensure its receipt, the number and characteristics of the shares or units it intends to transmit and the identity of the acquirer.

2. In the other cases, the owner of shares or units shall communicate to the company the number, characteristics and economic terms of the shares or units which it intends to transmit to the company for the purpose of moving the proposal within the time limit. maximum of 10 days at the same time for all potential stakeholders (indefinite workers, working partners and general partners), who will have to express their willingness to acquire within a maximum period of 20 days from which they were notified the projected transmission.

Received the purchase offers, the administrators will have 10 days to inform the seller of the identity of the acquirer, prioritizing the interested parties, in case of concurrency, according to the following order of preference:

1. Indefinite non-partner workers, in direct relation to their seniority in the company.

2. No. Working Partners, in inverse relation to the number of shares or shares held.

3. General class partners, in proportion to their participation in the social capital.

4. Society.

The order of preference for the groups listed will be followed without prejudice to the provisions of paragraph 3 of this article.

If no purchase offers are made within the expected time limit, the owner of shares or units may freely transmit them.

If the partner does not proceed with the transmission of the same within two months, the partner must start the procedures regulated in this article.

3. Any transfer of shares or units, whatever their class and circumstances, shall be subject to the consent of the company if the limits provided for in Article 1 of this law may be exceeded.

The consent shall be expressed by agreement of the administrative body within one month and may be refused only if the identity of one or more persons acquiring the shares is proposed by that body. holdings exceeding the limits provided for in Article 1.

4. The transfer of shares or units which do not comply with the provisions of the law, or where appropriate, as laid down in the statutes, shall not have any effect on the company.

Article 7. Valuation of shares and units for the purposes of transmission or amortisation.

The price of the shares/units, the form of payment and other terms of the transaction shall be agreed and communicated to the management body by the transferring partner.

If the transmission projected is for consideration other than the sale or free of charge, the purchase price shall be fixed by common agreement by the parties or, failing that, the fair value of the same on the day on that it has communicated the purpose of transmitting the purpose of the society to the management of the society. A fair value shall be understood to be determined by an independent expert, other than the company auditor, designated for this purpose by the administrators.

The expenses of the independent expert will be of account of the society. The fair value to be fixed shall be valid for all the securities taking place within each annual financial year. If, during the following year, the transfer or acquirer does not accept such fair value, a new valuation may be carried out at its expense.

Notwithstanding the foregoing, the members of the labour company may agree in the social statutes on the criteria and systems of prior determination of the value of the shares or units for the purposes of their transmission or depreciation, in which case this value shall prevail. If this possibility is incorporated after the incorporation of the company, it will not apply to the partners who did not vote in favor of the agreement to modify the statutes.

Article 8. Nullity of statutory clauses.

1. Only clauses prohibiting the voluntary transmission of shares or social interests by "inter vivos" 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.

2. By way of derogation from the above paragraph, the statutes may prevent the voluntary transmission of shares or units by means of "inter vivos" acts, or the exercise of the right of separation, for a period of no more than five years from the formation of the company, or for the shares or shares arising from an increase in capital, from the grant of the public deed of its execution.

Article 9. Transfer of shares and units in the cases of termination of the employment relationship.

1. In the event of termination of the worker's employment relationship, the worker shall offer the acquisition of his shares or shares within one month of the finality of the termination of the employment relationship, in accordance with the provisions of the Article 6, and if no one exercises its right of acquisition, it shall retain the status of a member, but the shares or shares which it has not transmitted shall become of the general class in accordance with Article 5.

Existing buyers of such shares or social units, if the partner who, extinguishing their employment relationship and required notarially for it, does not proceed, within one month, to formalize the sale, this may be granted by the administrative body for the fair value or, where appropriate, the value established in accordance with the statutory valuation criteria, which shall be made available to the body either judicially or in the General Deposit Box or at the Banco de EspaƱa.

2. The social statutes may lay down special rules for the retirement and permanent incapacity of the working partner, for the alleged employees on leave, as well as for the workers ' partners who, by subrogation legal or conventional cease to be workers of the society.

3. In the case of an embargo on the shares and shares of the company or the execution of the garment constituted on the same, it shall be as provided for in Article 109 of the recast of the Law on Capital Societies, approved by the Royal Legislative Decree 1/2010 of 2 July 2010, with the particularity that the notifications will also be made to non-partner workers with an indefinite contract, and that the right to subrogation is exercised in the order provided for in the Article 6.

Article 10. Transmission "mortis causa" of shares/units.

1. The acquisition of any shares or social participation by hereditary succession confers upon the acquirer, whether heir or legatee of the deceased, the status of a partner.

2. By way of derogation from the preceding paragraph, the social statutes, in the event of the death of the worker's partner, may recognise a right of acquisition on the shares or units of the working class, in accordance with the procedure laid down in the Article 6.2, which shall be exercised by the fair value or, where appropriate, that established in accordance with the statutory valuation criteria, that such shares or shares have the day of the death of the partner, and which, except (i) the right to be paid to the cash; the right to be paid is paid; acquisition within the maximum period of three months, from communication to the hereditary acquisition company.

3. The statutory right of preferential acquisition may not be exercised if the heir or legal person is a worker of the company with an indefinite working contract.

4. Transfers of shares or units, whatever their class, shall be subject to the consent of the company if the limits provided for in Article 1 of this law may be exceeded.

Article 11. Preferential subscription right.

1. In any increase in capital with new shares or with the creation of new social units, the ratio between those belonging to the two classes with which the company can count should be respected, except where the capital increase is the object of the accommodation of capital to the limits referred to in Article 1 (2) (a) and (b) of this law. In such cases, the increase in capital may be taken by the General Meeting with the ordinary majority established for the liability companies limited in Article 198 of the recast of the Capital Companies Act, approved by Royal Decree Legislative 1/2010 of 2 July, and with the quorum of constitution and the majorities established for the public limited companies in Articles 193 and 201 of that Law.

2. The holders of shares or units belonging to each of the classes have rights of preference to subscribe or assume the new shares or social interests belonging to the respective class.

3. Unless the General Meeting adopts the increase in the share capital, the shares or shares not subscribed or assumed by the members of the respective class shall be offered to the contract workers for an indefinite period of time, in the form of provided for in Article 6.

4. The exclusion of the right of preference shall be governed by the rules in force applicable to the type of company, but where the exclusion affects the shares or units of the working class, the premium shall be freely fixed by the Board. General, provided that it approves a plan for the acquisition of shares or units by the employees of the company on an indefinite basis, and that the new shares or units are intended to comply with the plan and impose the prohibition of disposal within a period of five years.

Article 12. Acquisition by the labour company of its own shares and social interests.

1. The acquisition by the working company of its own shares and social interests in the cases referred to in this law shall be made from profits, to the special reserve or to other available reserves.

2. The company's own shares and shares acquired by the company must be in favour of the employees of the company with an indefinite working contract within the maximum period of three years from the date of its acquisition, in accordance with the procedure and assessment provided for in Articles 6 and 7.

3. On the expiry of that period, the shares or non-equity shares shall be amortised by means of a reduction in the share capital, unless the shares or shares of the share capital do not exceed 20% of the share capital.

4. A working company may anticipate funds, grant loans or loans, provide guarantees or provide financial assistance for the acquisition of its own shares or units by the employees of the company under contract for a period of time. Indefinite non-partners.

5. The scheme applicable to equity and equity will be that provided for in the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July 2010, and will not take into account the effects of determining whether the requirement of the Article 1.2.a) of this Law.

Article 13. Administrative organ.

1. It is the responsibility of the administrators to manage and represent society. In the event that the administrators delegate the management and management of the company, or they entrust proxies for this purpose, they shall take measures to clearly delimit their powers and avoid interference and dysfunctions.

2. If the holding company is administered by a Board of Directors, the holders of shares or units of the general class may group their shares or social interests to appoint their members in accordance with the proportional representation provided for in Article 243 of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July.

3. The performance of the administrators must be diligent, loyal, responsible, transparent and appropriate to the peculiarities of the working society as a specific model of society. They should encourage the generation of stable and quality employment, integration as workers ' partners, equal opportunities for men and women, and the reconciliation of personal, family and work life.

4. They will also adopt policies or strategies of social responsibility, promoting good governance practices, ethical behavior and transparency.

Article 14. Special reservation.

1. In addition to the statutory or statutory reserves that come from, the working companies are obliged to set up a special reserve to be provided with ten per cent of the liquid profit for each financial year, until it reaches at least one figure. more than double the share capital.

2. The special reserve may be used only by the labour company for loss compensation in the event that there are no other available reserves sufficient for this purpose, and/or the acquisition of its own shares or social interests, which shall be in favour of the employees of the company on an indefinite basis in accordance with the provisions of Article 12.

Article 15. Loss of qualification.

1. The following are legal causes of loss of qualification as "Labor Society":

1. The exceeding of the limits laid down in Article 1, without prejudice to the exceptions provided for in Article 1.

2. The lack of allocation, insufficient allocation or undue application of the special reserve.

2. Verification of the existence of a legal cause of loss of qualification, where it has not been communicated in accordance with Article 1 (3), or in the case of communication where the adaptation periods provided for in that Article have elapsed, the Ministry of Employment and Social Security or the competent authority of the Autonomous Community, after the instruction of the appropriate file, will disqualify the society as "Labour Society", ordering its discharge in the Register of Societies Labour. In the case of the corresponding seat, certification of the resolution and of the discharge to the Commercial Registry shall be submitted for the practice of marginal note in the open sheet to the society.

3. The procedure shall be in accordance with the provisions laid down in the rules referred to in the fourth final provision of this law.

4. The company will also lose the job qualification by agreement of the General Board, adopted with the requirements and the majorities established for the modification of the statutes.

5. Disqualification as a job will result in the loss and recovery of benefits and public aid, acquired as a result of their status as a working society from the moment the company incurs the cause of disqualification.

6. The social statutes may establish as a cause of dissolution the loss of the condition of "Society Labor" of the society.

Article 16. Separation and exclusion of partners.

1. The loss of the qualification of the company as a job may be a legal cause of separation from the partner. If the disqualification is the result of an agreement adopted by the General Board, the right of separation shall be the responsibility of the partners who did not vote in favour of the agreement.

2. The right of separation in the event of a lack of distribution of dividends provided for in Article 348 bis of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, will not apply to the working partners of the labour society.

3. The labour company may exclude the partner who fails to comply with the obligations laid down in this law with regard to the transfer of shares and units or carry out activities which are detrimental to the interests of the company and which it would have been sentenced by a firm judgment to indemnify the company for damages caused. The shares or shares of the separated or excluded members shall be offered to the employees of the company with an indefinite working contract, as provided for in Article 6 of this Law. Unacquired shares or units shall be amortised by means of a reduction in share capital.

4. No later than four months after receipt of the letter by which the partner communicates that he has exercised his right of separation provided for in paragraph 1 of this Article, the General Meeting of the General Board for the exclusion of the partner, or the notification of the final judgment given in this respect, the separate or excluded partner shall have the right to obtain at the registered office the value of its shares or units, transferred or amortised.

CHAPTER II

Tax Benefits

Article 17. Tax benefits.

Companies that are qualified as labor will enjoy, in the Tax on Proprietary Transmissions and Documented Legal Acts, a bonus of 99 per 100 of the fees that are payable by way of for the acquisition of goods and rights, by any means admitted in law, of goods and rights from the undertaking of which the majority of the employees of the labour company are employed, by the acquisition.

CHAPTER III

Workers ' participation by workers

Article 18. Foundation and principles.

1. The public authorities shall promote the constitution and development of the companies engaged by the workers.

2. The participation of workers in the results and in the decision-making of the companies contributes to the increase in the autonomy of the worker in his place of work, and encourages collaboration in the future strategy of the company.

3. The companies involved in the workers are subject to the following principles:

a) Promotion of workers ' access to social capital and/or company results.

b) Promoting the participation of workers in the decision-making of society.

c) Promotion of internal solidarity and with society that favours commitment to local development, equal opportunities for men and women, social cohesion, the insertion of people at risk of exclusion social, the generation of stable and quality employment, the reconciliation of personal, family and work life and sustainability.

Article 19. Concept of Society Participated by Workers.

1. Limited liability companies or limited liability companies which do not meet the requirements laid down in Chapter I shall have the consideration of companies which are engaged by workers, but shall promote access to the condition of their partners. workers, as well as the different forms of participation of workers, in particular through the legal representation of workers, and fulfil some of the following requirements:

(a) That they have workers who have a stake in the capital and/or in the results of the company.

(b) Having workers who have a stake in voting rights and/or in the decision-making of the company.

c) To adopt a strategy that encourages the incorporation of workers into the condition of partners.

d) To promote the principles set out in the previous article.

2. Their action must be diligent, loyal, responsible and transparent, and should encourage the generation of stable and quality employment, integration as workers ' partners, equal opportunities for men and women, and conciliation. of personal, family and work life.

3. They will also adopt policies or strategies of social responsibility, promoting good governance practices, ethical behavior and transparency.

Article 20. Recognition.

1. They may be recognised as a company which is part of the worker's participation, in accordance with the procedure laid down in this Chapter, in accordance with the procedure laid down in regulation by the Ministry of Employment and Social Security.

2. Public administrations may, in the field of their competences, adopt measures which, in a harmonised and coordinated manner, promote and promote the participation of workers in enterprises.

Additional disposition first. Collaboration and harmonisation between Registers.

The Autonomous Communities with jurisdiction transferred for the management of the Administrative Registry of the Company's Anonymous Labour Companies shall continue to exercise it in respect of the Register of Labour Societies referred to in Article 4 of this law.

Measures of harmonisation, collaboration and information will be carried out between the Registry of the Ministry of Employment and Social Security, the Trade Register and the Registers of the Autonomous Communities.

Additional provision second. Right of association.

For the purpose of representing representation in the public administrations and in the defence of their interests, as well as for the organisation of advisory, training, legal or technical assistance services and how many are suitable for interests of its members, the working companies, whether anonymous or limited liability, may be organised in specific associations or groupings, in accordance with Law 19/1977 of 1 April, regulating the right of association union.

Additional provision third. Effects of the change in the rating of the companies.

For the purposes of lettings legislation, there is no transmission when an anonymous or limited company reaches the job rating or is disqualified as such.

Additional provision fourth. Promotion measures for the establishment of working societies and job creation.

1. All the benefits that, in the field of employment and social security, and in the development of Law 5/2011, of March 29, of the Social Economy, will be applied to the workers of the labor societies, will have to promote the performance of promotion, dissemination and training of the social economy.

2. The provisions of Chapter II of this Law, in the field of tax benefits, are without prejudice to the foral tax regimes in force in the Historical Territories of the Basque Country and in the Autonomous Community of Navarre.

Additional provision fifth. Absence of public expenditure.

The measures contained in this law will not increase public spending.

Additional provision sixth. Basque tax regime.

The tax benefits provided for in this law, in the area of the Historical Territories of the Basque Country, will be governed by Law 12/2002 of 23 May, approving the Economic Agreement with the Autonomous Community of the Basque Country. Basque Country.

First transient disposition. Procedures initiated prior to the entry into force of this law.

The files relating to the Working Societies that are being processed at the entry into force of this law will be resolved by the rules in force at the date of their initiation.

Second transient disposition. Adaptation of Statutes.

Working societies shall adapt their statutes to the provisions of this law within the maximum period of two years from their entry into force. After the deadline, no document shall be entered in the Trade Register of the working company until the adaptation of the social statutes has been registered. With the exception of the prohibition of registration of the agreement to adapt to this law, the titles relating to the cessation or resignation of administrators, managers, directors-general and liquidators, and the revocation or waiver of powers, as well as the transformation of the company or its dissolution, appointment of liquidators, liquidation and extinction of the company, and seats ordered by the judicial or administrative authority.

The content of the public deed and statutes of the qualified and registered companies under the regulations that are now repealed may not be applied in opposition to the provisions of this law.

Single repeal provision. Regulatory repeal.

As many provisions of equal or lower rank are repealed, they oppose the provisions of this law and expressly:

(a) Law 4/1997, of 24 March, of Industrial Societies.

(b) The additional 47th provision of Law 27/2011 of 1 August on the updating, adequacy and modernisation of the social security system.

Final disposition first. Amendment of the recast text of the General Law of Social Security, approved by the Royal Legislative Decree 1/1994 of 20 June.

The recast text of the General Law of Social Security, approved by the Royal Legislative Decree 1/1994 of 20 June, is amended as follows:

One. Article 97 (2) (m) is worded as follows:

" (m) The workers ' partners of the labour companies, whose participation in the social capital is in accordance with Article 1.2.b) of the Law on Labour and Participated Societies and do not hold the control of the company in the terms provided for by the additional provision twenty-seventh bis of this law.

Such working partners shall be integrated as assimilated to employed persons, excluding unemployment protection and the Salarial Guarantee Fund, unless the number of members of the labour company does not exceed 25, where, by virtue of their status as social administrators, they perform functions of management and management of the company, being remunerated for that purpose or for their simultaneous connection to the labour company by means of a special employment relationship high address.

The inclusion referred to in this letter shall not be produced in the General Regime where, by reason of its activity, the workers ' partners of the working companies must be understood as employees or as employees. assimilated to them in some special social security system. "

Two. The current point (m) of Article 97 (2) becomes the new point (n), with the same wording.

Three. A new additional provision twenty-seventh bis is added, with the following wording:

" Additional provision twenty-seventh bis. Inclusion of workers in social security workers in social security as self-employed workers.

Workers ' employees in the labour companies will be compulsorily included in the Special Scheme for Social Security of Workers for the Own or Self-employed or, as self-employed workers, in the Special scheme for the Workers of the Sea, when their participation in the social capital, together with that of their spouse and relatives by consanguinity, affinity or adoption up to the second degree with which they live, at least fifty per In the case of the European Parliament, the Committee of the European Parliament and the Committee of the European persons other than family relations. "

Final disposition second. Competence title.

This law is issued under Article 149.1 of the Spanish Constitution, paragraphs 6 and 7, which attribute to the State, respectively, exclusive competences on commercial and labour law, without prejudice to its execution. by the bodies of the Autonomous Communities, as well as under paragraph 17, which confers exclusive competence on the State in the field of the economic system of social security, with regard to the final provision first.

Final disposition third. Extra duty.

As not provided for in this law, the rules corresponding to limited liability companies or limited liability companies, according to the form they hold, shall apply to the labor companies.

Final disposition fourth. Regulation of the Administrative Registry of Labor Societies.

The Government, within a maximum of one year after the publication of this law, on a proposal from the Ministers of Justice and Employment and Social Security, after consulting the Autonomous Communities, will proceed to the approval of a The new Royal Decree regulating the Administrative Registry of Labour Societies, and which will aim to modernise the operation of this register by implementing the telematic procedures that can be established. This Royal Decree will provide for the corresponding cooperation mechanisms to make the integration into a permanently updated common database of the Register of Employment and Social Security of the working information in the Registers. of the Autonomous Communities that is necessary to exercise the monitoring functions.

Final disposition fifth. Enabling regulatory development.

The Government, on the proposal of the holders of the ministerial departments concerned, within the scope of their respective powers, may lay down the provisions necessary for the development of this law and, in particular, concerning the arrangements applicable to companies engaged by workers, under the provisions of Chapter III of this Law.

Final disposition sixth. Entry into force.

This law shall enter into force within thirty days of its publication in the "Official Gazette of the State".

Therefore,

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

Madrid, 14 October 2015.

FELIPE R.

The President of the Government,

MARIANO RAJOY BREY