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

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

Read the untranslated law here: http://www.boe.es/buscar/doc.php?id=BOE-A-2015-11071

FELIPE VI


KING OF SPAIN
To all who see and hear.

Know: that the Parliament has approved and I hereby sanction the following law:
INDEX


Preamble.
Chapter I.
corporate regime.

Article 1. The concept of "working society".

Article 2. Administrative jurisdiction.

Article 3. Company name.

Article 4. Administrative Registry of Labour Societies and coordination with the Trade Register.

Article 5. Share Capital. Classes of shares and shares.

Article 6. Right-emption in the event of voluntary transfer "inter vivos" of shares.

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

Article 8. Nullity of statutory clauses.

Article 9. Transmission of stocks and shares in the event of termination of the employment relationship.

Article 10. Transmission "mortis causa" of shares.

Article 11. Right-emption.

Article 12. Acquisition by labor company of its own shares and shares.

Article 13. governing body.

Article 14. Special Reserve.

Article 15. Loss of qualifying.

Article 16. Separation and exclusion of members.

Chapter II. Fiscal benefits.

Article 17. Tax benefits.

Chapter III. Companies owned by workers.

Article 18. Basis and principles.

Article 19. Concept of Investee for Workers.

Article 20. Recognition.

First additional provision. Collaboration and harmonization between records.

Second additional provision. Right of association.

Third additional provision. Effects of change in the rating of societies.

Fourth additional provision. Building measures for the establishment of industrial companies and job creation.

Fifth additional provision. Absence of public spending.

Sixth additional provision. Basque tax system.

First transitional provision. Proceedings initiated prior to the entry into force of this law.

Second transitional provision. Adaptation of Laws.

Single derogatory provision. Repeal legislation.

First final provision. Modification of the revised text of the General Law on Social Security, approved by Royal Legislative Decree 1/1994 of 20 June.

Second final provision. competential title.

Final disposition third. supplementary law.

Fourth final provision. Regulation of Labor Administrative Register of Companies.

Final provision fifth. Authorisation for regulatory development.

Sixth final provision. Entry into force.
PREAMBLE


I

The 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 government to promote various forms stake in the company and the establishment of measures to facilitate access of workers to ownership of the means of production.

Law 4/1997 of 24 March, labor societies, introduced an important advance in regulation and allowed a great development of this corporate formula, as can be seen in view of the creation of numerous companies and jobs work that have generated under that standard. However, given the time since its enactment begins to become evident the need to update its regulatory framework with the aim of giving new impetus to industrial companies in their capacity as portfolio companies by working partners and open integration as partners time other workers in the company.

The labor companies are corporations in form and therefore the rules on corporations and limited liability companies apply to them. Since the adoption of the Law on Labor societies 1997, there have been numerous legislative reforms that have affected this sector include: Law 22/2003 of 9 July, bankruptcy; Law 2/2007 of 15 March, of professional societies; Law 3/2009 of 3 April on structural modifications of commercial companies, or the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of July 2.


This situation requires an adaptation of labor law societies to the new regulatory framework and systematization of more in keeping with the established in the law of capital companies standards, which has been integrated into a single text regulating the corporation and limited liability company, recognizing that the main distinction between capital companies is not so much for its form and its status as a listed company or not. A clear example is the labor society where the similarities between labor corporations and labor LLCs offer advise in many cases common legal solutions.

But companies are also working for its goals and guiding principles of social economy entities, as explicitly states the Law 5/2011 of 29 March, social economy, and therefore must be creditors of its policies promotion, which include the mandate for the government to create an environment that fosters economic and social development in the context of the social economy initiatives. To this end, the seventh additional provision of this law mandated the Government to forward to Parliament a bill an update, and revise the Law 4/1997, of 24 March, Labor Societies.


II
The concept of worker participation in the company has grown in importance in recent times, we find clear examples in Europe that demand this corporate formula.

The Council Recommendation of 27 July 1992 on the promotion of employee participation in profits and enterprise results (including equity participation), inviting member states to recognize the potential benefits of a wider use, individually or collectively, a wide variety of forms of participation of employed persons in profits and results of the company, such as profit sharing, shareholding or formulas mixed ; and to take into account, in this context, the role and responsibility of social partners in accordance with national laws and practices.

Also recommended ensuring that legal structures enable the introduction of formulas for participation, the possibility of granting incentives such as tax incentives or other financial advantages to encourage the introduction of certain schemes were considered; and that the use of such schemes by facilitating the supply of adequate information to all parties who may be interested in reporting.

In this sense, also highlights the Opinion of the European Economic and Social Committee on 'Financial participation of workers in Europe "of 21 October 2010, which provides that the financial participation of workers represents a possibility to involve more and better businesses and workers and to 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 framework that promotes social and economic connection in Europe by facilitating the application of the financial participation of workers at different levels.

Based on this opinion, the European Economic and Social Committee calls for a new Council recommendation adopted the promotion of employee participation in profits and enterprise results and proposals on how to be submitted address obstacles to cross-border projects.

In addition, and in line with the strategy "Europe 2020", the financial participation of employees can be one of the mechanisms to strengthen the competitiveness of European SMEs, increasing identification with them and linking workers qualified both in good and bad times- Thus, the financial participation of workers also help to ensure a sustainable future.

In this way workers are given the opportunity to increase their long-term assets easily, which allows you to add additional resources to live after you stop working. The workers who are allowed to participate in the performance of the company feel that you have them more consideration for their contribution to the results obtained by the company.


Without prejudice to other forms of co-decision and intervention in the decisions of the company, the shares in the capital can-depending on how you desarrollen- lead to participation in decision-making, for example through the right shareholder vote. In the case of participation in the form of shares, voting rights of shareholders, both individual and collective, it can be exercised, for example, by a financial holding company.

In this regard it is noteworthy that industrial societies in Spain, in line with European recommendations respond to majority owned enterprise model. They are one of the best examples of participation of workers in companies in our country, being at the forefront in relation to the regulation of such entities in other countries in our environment.


III
The new regulation not only updated, modernized and improved the content of Law 4/1997 of 24 March, as a result of the recent reforms of company law, but in compliance with the provision contained in Law 5 / 2011, social economy, reinforces the nature, function and characterization of the working society as an entity of the social economy, highlighting their specificities.

Improving their legal status with the objectives of promoting worker participation in companies, facilitating their access to the status of partner, while new measures are incorporated to ensure control of society by the workers, increase the usefulness of labor societies and their preference on the part of entrepreneurs. It aims to strengthen its business side and consolidating the stable and not cyclical nature of this business model. Prepare your content to the changes that will occur around the electronic single document and restructures the articulated eliminating superfluous and incorporating other necessary provisions.

Chapter I establishes the corporate regime and regulates in a single article the concept of labor society and the essential features that characterize it, among which is the need to own most of the capital, also demanding that any partner you may have shares or representing more than one third of the share capital. On the other hand, exceptions to these requirements among which include the possibility of forming working partnerships with two partners expand, provided that both are workers and have distributed equally their participation in society. The framework also hiring workers and nonmembers adjustment periods in cases of transgression of the limits of capital and hiring workers nonmembers required to keep the company working condition is relaxed.

Articles 2 and 4 keep the administrative competence for qualification of industrial companies in the same terms set forth in Law 4/1997, of 24 March; notwithstanding the necessary documentation for its establishment in cases of existing companies it is simplified and incorporated the need for harmonization and collaboration among the various state and regional administrative records and the province involved in the creation of industrial companies, enabling the implementation electronic and telematic means for the qualification and registration. In addition, the administrative obligations of industrial companies are reduced by abolishing the requirement to report regularly to the administrative record transfers of shares, limiting it to cases where the limits for obtaining the status of employment are altered.

Article 5 maintains the duality of the classes of shares and existing so far: labor and general, according to its owner is or is not working partner and, in order to facilitate the management and transmission thereof, It is required to be of the same nominal value and conferring the same rights, allowing avoid differences between capital ownership and effective control of society.

Article 6 provides a new, more flexible system for voluntary transfer of shares and shares both the general class as labor, simplifying the complex system previously regulated emption, which involves a reduction and term collective preemptive rights as the right who held fixed-term workers are deleted.


Article 7 governs the valuation of stocks and shares, for the purposes of transmission and amortization, allowing the assessment of them may relate to a system provided by statute, but will not have retroactive effect.

Article 9 regulates the transfer of shares and in the event of termination of the employment relationship, extending the cases in which special rules can be established and incorporated novelty in cases of seizure of shares of the company execution or pledge on them, the notifications provided for in Article 109 of the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of July 2, nonmembers can also make workers contract indefinitely.

Article 12 governs in a novel way the acquisition by the company of its own shares and aimed at facilitating transmission within a maximum period of three years contract workers indefinitely. The law also incorporates for the first time the possibility that the company provide financial assistance to workers to acquire social capital.

Article 13 regulates the board, and Article 14 concerning the special reserve, expands the purposes to which you can assign as well as offset losses may be applied to the acquisition of treasury shares by the society in order to facilitate its subsequent disposal by workers, all in line with one of the main objectives of the law that is the articulation of mechanisms to ensure the access of workers to the status of partners.

Moreover, the obligation of provision of such reserve is limited until it reaches a level of at least one figure more than twice the capital.

Article 15 regulates the qualification loss of society as labor, and Article 16 establishes the grounds for separation and exclusion of members unregulated to date.

Chapter II regulates tax benefits, demanding and only requirement to enjoy the same classification as 'labor' of society.

Chapter III regulates the investee companies by workers, defining for the first time in our country the concept, considering as such not only to their own labor societies, but any other companies in which workers possess social capital and partners voting rights. It also establishes the principles that are submitted, and possible recognition can be developed in relation to these companies.

Finally, the law has six additional provisions, which set as new collaboration and harmonization between state administrative record, the regional and commercial, and building measures for the establishment of industrial companies and job creation . The Act also includes two transitional provisions, one repeal provision, which affects the whole of the Law 4/1997, of 24 March, Labor Societies, the forty-seventh additional provision of Law 27/2011, of August 1, on updating, adaptation and modernization of the social security system, as well as any other provision of equal or lower rank that oppose the provisions of this law, six final provisions.
CHAPTER
I


Corporate Regime
Article 1. The concept of "working society".

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

2. They can obtain the qualification "Labour Society" corporations or limited liability that meet the following requirements:

A) at least most of the capital is owned by workers who provide them paid personal and direct way, by virtue of an employment relationship indefinitely services.

B) That none of the members holds shares or shares representing more than a third of the share capital, unless:

The labor society constituted by two partners initially contract workers indefinitely, in which both the share capital and voting rights will be distributed to fifty percent, with the requirement that within maximum of 36 months conform to the limit established in this section.

Case of members who are public entities, with majority public participation, non-profit organizations or social economy, in which case participation may exceed that limit without reaching fifty percent of the share capital.


In the event of supervening transgression of the limits set forth in paragraphs a) and b) of this Article, the company is obliged to accommodate the law the status of their partners, within eighteen months from the first breach.

C) the number of hours worked by-year indefinite contract workers who are not members does not exceed the forty-nine percent of aggregate hours worked-year labor society in all the working partners. Not included in the computation of this limit the work done by workers with disabilities of any kind in not less than thirty-three percent grade.

If you were exceeded limits provided in this section, the company must achieve, again, within a maximum period of twelve months. The parent body the Register Labor Corporations may grant up to two extensions, for a maximum period of twelve months each, provided that it is established in each request for an extension has been made in the adaptation process to the specified limits. The period of adaptation in cases of legal or contractual subrogation of workers will be thirty-six months, it may also be requested extensions under this section.

3. Overcoming limits and the circumstances giving rise to this situation, and later to the law adaptation, must be communicated to the Registry of Labour Societies, within one month from occurring, for the purposes set out in paragraph 2 Article 15 of this law.

Article 2. Administrative jurisdiction.

1. The Ministry of Employment and Social Security or, where appropriate, to the competent bodies of the Autonomous Communities that have received the corresponding transfer of functions and services on qualification and registration of employee-owned companies, the granting of the qualification "Society labor 'and the monitoring of compliance with the requirements of this law and, where applicable, the power to decide on the disqualification. The rating given by a competent authority shall take full effect throughout the national territory, without which the company conducts any additional procedures or comply with new requirements.

To this end shall be conducted performances of harmonization, cooperation and information between the Registry of the Ministry of Employment and Social Security, the Commercial Register and the Register of the Autonomous Communities. In particular, the Registry of the Ministry of Employment and Social Security, without prejudice to the powers of the Autonomous Communities, will integrate into a common database information held in the different registers of the Autonomous Communities necessary for the exercise of powers conferred on supervision and control to the competent authorities.

2. The rating of "Labour Society" at the request of the company, which will accompany the documentation determined by the regulations be granted.

In any case, new companies provide an authorized copy of the relevant deed, which expressly stated the grantors will establish a working society.

If society is pre-existing, must provide certification literal Commercial Register on existing entries relating thereto, authorized copy of the deed of notarization of the resolutions of the General Meeting favorable rating to the labor society and modification of the articles of incorporation to conform to the provisions of this law and record Book nominative shares or partners record Book to reflect the ownership of the shares.

3. The formalities necessary for qualification and registration of a company as an employment company may be done through electronic media, computer and communication that will enable the effect.

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

Article 3. Company name.

1. In the name of the company, as appropriate should include the words "Sociedad Anonima Laboral", "Labor Limited Liability Company" or "SL Laboral" or their abbreviations SAL, SRLL or SLL.

2. The "labor" adjective not be included in the designation for companies that do not have the qualification "Labour Society".

3. The name of "labor" shall be inserted in all documentation, correspondence, invoices and order forms, as well as in all advertisements that have published by legal or statutory provision.


Article 4. Administrative Registry of Labour Societies and coordination with the Trade Register.

1. The Register of Industrial Societies created for administrative purposes in the Ministry of Employment and Social Security, shall be stated acts determined in this law and its implementing rules, without prejudice to the implementing powers that have assumed or assume the Autonomous Communities.

2. The company shall have legal personality from its registration in the commercial register, although for registration in the Register of a company with the qualification of labor must be provided the certificate attesting that the company has been ranked 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 record in the preceding paragraph refers to.

The record in the Commercial Register of the labor character of a society be made by marginal note on the sheet open society, in the form and terms established by regulation, with notification to the administrative record.

3. Obtaining qualification as working for a corporation or limited liability company shall not be considered social transformation or subject to the rules applicable to the transformation of societies.

4. The Companies Registry will not practice any registration of modification of statutes of a working society concerning their name, registered office, ownership structure or transmission rate stocks and shares, without contribution by the same certificate Registry of Labour Societies out of which, or the favorable resolution of such modification does not affect the rating of society as labor, or the registry entry of the change of address.

5. Mercantile Registrars refer to the appropriate administrative record, preferably in electronic format, informative simple note of the practice of seats affecting the establishment and termination of labor societies, and the modification of the acts listed in the preceding paragraph.

6. Labor company transferring its registered must notify the competent authority. When the transfer occurs the scope of another administrative record, it will become dependent on it, subject to the provisions of Article 20 and the tenth additional provision of Law 20/2013, of December 9, assurance market unit. In any case, in the event of disqualification proceedings are initiated at the time of transfer, the source record will keep competition to resolution.

7. The judge hearing the challenge of a social agreement affecting the denomination, composition of capital or change of address, shall inform the administrative record to which the society the existence of demand and causes of challenge and the judgment delivered on demand.

Article 5. Share Capital. Classes of shares and shares.

1. The capital is divided into registered shares or into shares. Stocks and shares, are of the kind they are, have the same nominal value and confer the same economic rights, without valid the creation of private equity shares or voting rights.

2. Stocks and shares of industrial companies will be divided into two classes: those that are owned by workers whose employment is so indefinitely and the others. The first class will be called "working class" and the second "general class". Labor company may own shares and shares of both classes.

3. In cases of transmission of shares involving a change of class by reason of its owner, managers without agreement of the General Meeting will proceed to formalize the amendment of article or articles of incorporation to affecting, giving the relevant public deed to be registered in the commercial register, once registered in the Register of Industrial Societies.

4. The annual report of industrial companies collect capital variations that that company has experienced during the financial year under review.

Article 6. Right-emption in the event of voluntary transfer "inter vivos" of shares.

1. Stocks and shares, except statutory provision to the contrary, be freely transmitted to workers and non-member workers with indefinite contract partners.


In this case, the transferor shall notify administrators of the company in writing so as to ensure receipt, the number and characteristics of the shares it proposes to transmit and the identity of the purchaser.

2. In other cases, the owner of shares or communicate to society the number, characteristics and economic terms of the shares it proposes to transmit to it moved the proposal within a maximum period of ten days simultaneously to all interested parties (permanent workers, partners and general partners), which should express their willingness to purchase within a maximum period of 20 days since being notified them the planned transfer.

Received purchase offers, managers have 10 days to notify the seller's identity or acquirers, giving priority to those concerned, if concurrency, according to the following order of preference:

1st permanent workers nonmembers, in direct relation to their seniority in the company.

Partners 2.º workers in reverse the number of shares that have relationship.

Partners 3.º general class, in proportion to their stake in the share capital.
4th
Society.

The order of preference for the listed groups will continue without prejudice to the provisions of section three of this article.

If not submit bids within the prescribed period, the owner of shares may transmit freely.

If the member does not proceed with the transmission thereof within two months, you must restart the procedures covered by this article.

3. Any transfer of shares, whatever their class and circumstances, be subject to the consent of society if the same can exceed the limits specified in Article 1 of this law.

The consent agreement shall be expressed board within a month and may be refused only if it is proposed by this body, the identity of one or more persons who acquire the shares exceeding the limits provided for in Article 1

4. The transfer of shares which do not comply with the provisions of the law, or where appropriate, to the provisions of the statutes will not produce any effect against society.

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

The price of the shares, the payment and other conditions of the transaction will be agreed and communicated to the board by the transferor partner.

If transmission screened out by way other than the purchase consideration or free of charge, the acquisition price will be set by mutual agreement by the parties or, failing that, the fair value of the shares the day had communicated the board of the company intended to convey. The term fair value as determined by an independent, other than the auditor of the company, designated for this purpose by administrators expert.

The expenses of the independent expert shall be borne by society. The fair value is set is valid for all sales that take place within each financial year. If in the following divestitures during the same financial year, the transferor or transferee does not accept such fair value reappraisal you can practice at their expense.

Notwithstanding the foregoing, the labor society partners may agree in the bylaws the criteria and systems prior determination of the value of the shares for cases of transmission or amortization shall prevail this value. If this possibility is incorporated society once constituted, will not apply to members who did not vote for the agreement to amend the statutes.

Article 8. Nullity of statutory clauses.

1. Only be valid clauses that prohibit the voluntary transfer of shares or holdings by acts "inter vivos" if the statutes recognize the member the right to withdraw from the company at any time. The incorporation of these provisions of the bylaws require the consent of all partners.


2. Notwithstanding the provisions of the preceding paragraph, the statutes may prevent the voluntary transfer of the shares by acts "inter vivos" or the exercise of the right of separation, for a period not exceeding five years time starting from the constitution of society, or for the shares from a capital increase from the granting of the public deed of execution.

Article 9. Transmission of stocks and shares in the event of termination of the employment relationship.

1. In the event of termination of the employment relationship of the worker partner, it must offer the acquisition of their shares within one month from the firmness of the termination of the employment relationship, as provided for in Article 6, and if no one exercises his right to acquire, retain the status of shareholder, although the shares that have been transmitted shall become the general class in accordance with Article 5.

Existing buyers of such shares or shares if the partner who extinguished their working relationship and notarized request for it not appropriate, within one month to complete the sale, it may be granted by the body administration at fair value or, where appropriate, in accordance with the established evaluation criteria statutorily provided to be entered available to it, either judicially or in the General Deposit Bank or the Bank of Spain.

2. The bylaws may provide special rules for cases of permanent disability retirement and working partner, for cases of workers on leave partners and partners for workers by legal or contractual subrogation no longer employees of the company.

3. In the case of seizure of the shares and units of the company or enforcement of the pledge constituted on them shall be as provided in Article 109 of the revised text of the Companies Act Capital, approved by Royal Legislative Decree 1/2010 of July 2, with the particularity that nonmembers notifications are also made to workers with permanent contracts, and that the right of subrogation is exercised provided in the order laid down in Article 6

Article 10. Transmission "mortis causa" of shares.

1. The acquisition of some action or social participation by hereditary succession gives the acquirer, whether heir or legatee of the deceased partner status.

2. Notwithstanding the provisions of the preceding paragraph, bylaws, in case of death of the worker partner, may recognize a right of acquisition of the shares of working class, by the procedure laid down in Article 6.2, which is exercised by fair value or, if applicable, the established under the assessment criteria provided statutorily such shares or tuvieren the day of death of the partner, and that, except statutory provision to the contrary, be paid in cash, having to exercise this acquisition rights within a maximum period of three months, counting from communication to society of hereditary acquisition.

3. You can not exercise the statutory right of first refusal if the heir or legatee outside society worker with an employment contract for an indefinite period.

4. Transfers of shares or units, whatever their class, be subject to the consent of society if the same could be overcome the limits laid down in Article 1 of this law.

Article 11. Right-emption.

1. In every capital by issuing new shares or creation of new shares, the proportion between those belonging to the two classes you can count on society, except when the capital increase has as its object the accommodation of capital must be respected limits to Article 1, 2.a) and b) of this law. In these cases, the capital increase may be adopted by resolution of the General Board with ordinary majority provided for LLCs in Article 198 of the revised text of the Companies Act Capital, approved by Royal Legislative Decree 1 / 2010 of July 2, and the quorums and majorities established for corporations in articles 193 and 201 of the Act.


2. Holders of shares or units belonging to each of the classes, have preemptive rights to subscribe for or assume the new shares or shares belonging to the respective class.

3. Unless otherwise agreed by the General Meeting to adopt the capital increase, shares or unsubscribed or assumed by the shareholders of the respective class shares will be offered to workers with indefinite contract, as provided in Article 6. | ||
4. The exclusion of preemptive rights shall be governed by the existing regulations applicable to the type of society, but when the exclusion affects the shares of the working class, the premium will be freely set by the General Meeting, provided that it approve Plan acquisition of shares by employees of the company under contract indefinitely, and that new shares or intended for the implementation of the Plan and impose a ban on sale within five years.

Article 12. Acquisition by labor company of its own shares and shares.

1. The acquisition by labor society of its own shares and shares in the cases referred to in this Act, shall be made against profits, against the special reserve or other reserves available.

2. Shares and own shares acquired by the company shall be sold in favor of the employees of the company with an employment contract for an indefinite period on the maximum period of three years from the date of purchase, according to the procedure and valuation provisions articles 6 and 7.

3. After this period, the shares must be redeemed unalienated by reduction of capital, unless a whole shares or own shares do not exceed twenty percent of the share capital.

4. Labor companies may advance funds, grant loans or loans, loan guarantees or provide financial assistance for the acquisition of its own shares or shares by employees of the company under contract indefinitely that non-members.

5. The rules for shares and own shares will be provided in the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of July 2, not counted for purposes of determining whether the requirement is met article 1.2.a) of this law.

Article 13. governing body.

1. It is the responsibility of managers management and representation of society. In the event that managers delegate the direction and management of the company, or confer powers of attorney for this purpose, they should take steps to clearly delineate its powers and avoid interference and malfunctions.

2. If the labor society was managed by a Board of Directors, holders of shares or units of the general class may group their shares or shares to nominate their members under the proportional representation system laid down in Article 243 of the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of July 2.

3. The performance of managers must be diligent, loyal, responsible, transparent and adequate to the peculiarities of labor society as a model specific society. They should promote the generation of stable and quality employment, integration as partners of workers, equal opportunities between men and women and the reconciliation of personal, family and work life.

4. They shall also implement policies and strategies of social responsibility, promoting good governance practices, ethical behavior and transparency.

Article 14. Special Reserve.

1. In addition to the legal or statutory reserves as appropriate, labor companies are required to establish a special reserve to be equipped with ten percent of the net profit of each year until it reaches at least a figure more than twice the capital.

2. The special reserve can only be used by labor society to offset losses in the event that sufficient other reserves available for this purpose, and / or acquisition of its own shares or shares, which shall be sold for society workers with indefinite contract, in accordance with Article 12.

Article 15. Loss of qualifying.


1. They are legal grounds for loss of classification as "Labour Society" the following:

1st Exceeding the limits set in Article 1, subject to the exceptions contained therein.

2nd Lack of staffing, inadequate staffing or improper application of the special reserve.

2. Verified the existence of legal cause of loss of qualifying, when it has not communicated in accordance with paragraph 3 of Article 1, or in the case of communication when the adjustment periods provided for in that article have elapsed, the Ministry of Employment and Social Security or the competent body of the Autonomous Community, following the instruction of the appropriate file, disqualify the company as "Labour society", ordering its low in the Register of Industrial Societies. Made the corresponding entry, certification and low resolution be forwarded to the Commercial Register for practice marginal note on the sheet open society.

3. The procedure shall be as available as of the regulations referred to in the fourth final provision of this law.

4. The company will also lose the qualification of labor by agreement of the General Meeting adopted the requirements and majorities established for the modification of the statutes.

5. Disqualification as labor result in the loss and reimbursement of benefits and public assistance, acquired as a result of its status as labor society from the time when the company incurred in the cause of disqualification.

6. The Bylaws may establish as a cause of dissolution loss of the status of "Labour Society" of society.

Article 16. Separation and exclusion of members.

1. The loss of the rating of society as labor may be legal cause for separation from the partner. If the disqualification was the result of a resolution adopted by the General Meeting, the right of withdrawal shall partners who did not vote for the agreement.

2. The right of separation in the absence of dividends provided for in Article 348 bis of the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of July 2, shall not apply to workers labor society partners.

3. Labor company may exclude the partner who violates the obligations under this law on transfer of shares and shares, or perform activities detrimental to the interests of society and those who had been convicted by a final judgment to compensate the society damages. Shares or units of separated or excluded partners must be offered to employees of the company with an employment contract for an indefinite period, as provided for in Article 6 of this law. The unvested shares or units must be redeemed by reduction of share capital.

4. Within a maximum period of four months from receipt of the letter by which the partner communicates exercising their right of withdrawal provided for in paragraph 1 of this article, the agreement of the General Meeting on the exclusion of the partner is decided , or notification of the final court ruling on the matter, separate or excluded partner is entitled to obtain at the registered office the value of their shares, transmitted or redeemed.
CHAPTER II

Tax benefits


Article 17. Tax benefits.

The companies are classified as employment shall, in the Transfer Tax and Stamp Duty, a bonus of 99 100 shares accrued by type of onerous capital transfers, for the acquisition by any means permitted by law, goods and rights from the company of the most appropriate partners working society workers.
CHAPTER III


Societies participated by workers

Article 18. Basis and principles.

1. The public authorities shall promote the establishment and development of investees by workers.

2. The participation of workers in the results and in the decisions of companies contributes to increased worker autonomy in the workplace, and fosters collaboration in the future strategy of the company.

3. Investee companies by workers subjected to the following principles:

A) Promoting workers' access to capital and / or results of the company.


B) Encouraging participation of workers in decision-making of society.

C) Promotion of internal solidarity and society that encourages commitment to local development, equal opportunities for men and women, social cohesion, the inclusion of people at risk of social exclusion, employment generation stable quality, the reconciliation of personal, family and working life and sustainability.

Article 19. Concept of Investee for Workers.

1. Shall be considered companies in which workers corporations or limited liability that do not meet the requirements of Chapter I, but promote access to the status of partners of workers, and the various forms of participation of the same in particular through the legal representation of workers, and fulfill one of the following requirements:

A) That they have workers with equity and / or results of the company.

B) That they have workers with participation in the voting rights and / or decisions of society.

C) To adopt a strategy that encourages the incorporation of workers to the status of partners.

D) To promote the principles contained in the preceding article.

2. His performance must be diligent, loyal, responsible and transparent, and should promote the creation of stable and quality employment, integration as partners of workers, equal opportunities between men and women and the reconciliation of personal, family and labor.

3. They shall also implement policies and strategies of social responsibility, promoting good governance practices, ethical behavior and transparency.

Article 20. Recognition.

1. They may be recognized as investees of workers, those who comply with the provisions of this Chapter, according to the procedure established by regulation by the Ministry of Employment and Social Security.

2. Public administrations may, in the scope of its powers, measures which, in a harmonized and coordinated, promote and encourage the participation of workers in companies.

First additional provision. Collaboration and harmonization between records.

The Autonomous Communities with competence transferred to the Administrative Register of Labor Corporations continue exercising it about Labour Companies Registry in Article 4 of this law refers to.

Performances harmonization, cooperation and information between the Registry of the Ministry of Employment and Social Security, the Commercial Register and the Register of the Autonomous Communities will be carried out.

Second additional provision. Right of association.

For the purposes of showing representation in government and in defense of their interests and to organize advisory services, training, legal or technical assistance as may be convenient to the interests of their members, labor companies are joint stock or limited liability, may organize themselves into associations or specific groups, in accordance with Law 19/1977, of April 1, regulating the right of association.

Third additional provision. Effects of change in the rating of societies.

For the purposes of leasing legislation, there is no transmission when a corporation or limited scope of employment or qualification society is disqualified as such.

Fourth additional provision. Building measures for the establishment of industrial companies and job creation.

1. Shall apply to members of labor associations workers all the benefits in the field of employment and social security, and in development of Law 5/2011 of 29 March, on Social Economy, aiming to provide impetus conducting promotional activities, dissemination and training of the social economy.

2. The provisions of Chapter II of this Act, relating to tax benefits, is without prejudice to the regional tax regimes in force in the Territories of the Basque Country and in Navarra.

Fifth additional provision. Absence of public spending.

The measures contained in this Act shall not involve increased public spending.

Sixth additional provision. Basque tax system.


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

First transitional provision. Proceedings initiated prior to the entry into force of this law.

The files relating to labor companies that are being processed to the entry into force of this law shall be resolved by the existing rules at the time of initiation.

Second transitional provision. Adaptation of Laws.

Labor companies must adapt their statutes to the provisions of this law within a maximum period of two years from its entry into force. It passed the deadline, will not be registered in the Commercial Register any company document work until you have not registered the adaptation of the bylaws. Exceptions to the ban on registration agreement adaptation to this law, the securities relating to the dismissal or resignation of administrators, managers, general managers and liquidators, and the termination or resignation of powers, as well as the transformation of society or its dissolution, appointment of liquidators, liquidation and dissolution of society, and the seats ordered by the court or administrative authority.

The contents of the deed and statutes of industrial companies qualified and registered under the legislation repealing now can not be applied contrary to the provisions of this law.

Single derogatory provision. Repeal legislation.

Are repealed all provisions of equal or lower rank opposing the provisions of this law and expressly:

A) Law 4/1997 of 24 March, Labor Societies.

B) The additional provision forty seven of Law 27/2011, of 1 August, on update, adaptation and modernization of the social security system.

First final provision. Modification of the revised text of the General Law on Social Security, approved by Royal Legislative Decree 1/1994 of 20 June.

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

One. The letter m) of paragraph 2 of Article 97 shall read as follows:

'M) Workers labor partners companies, whose share capital meets the provisions of article 1.2.b) of the Law of Labor and investees and do not have control of the company in the terms provided by the additional provision twenty-seventh bis of this law.

These workers will be integrated as partners treated as employed persons, excluding unemployment protection and Wage Fund, except guarantee that the number of members of the labor society does not exceed 25, when his condition social administrators to perform management functions and management of the company, being paid for it or by simultaneous linking the labor society through employment of the special nature of senior management.

The inclusion refers to this letter will not occur in the general scheme when, because of their activity, members of labor associations workers should be covered as employed persons or assimilated to them in a special scheme Social Security. "

Two. The current letter m) of paragraph 2 of Article 97 goes on to form his new letter n), with identical wording.

Three. A new additional provision twenty seventh bis is added to read as follows:

"Additional provision twenty-seventh bis. Inclusion of workers labor companies partners in Social Security as self-employed.

Workers labor partners companies shall compulsorily included in the Special Regime of the Social Security of Self-Employed or self-employed or as self-employed workers in the Special Scheme for Sea Workers, where such participation in the capital along with your spouse and relatives by blood, marriage or adoption to the second degree with which cohabit reaches at least fifty percent, unless they prove that the exercise of effective control of society requires the competition outsiders family relationships. "

Second final provision. competential title.


This law is enacted under Article 149.1 of the Spanish Constitution, 6th and 7th paragraphs, which they attribute to the State, respectively, exclusive competence on commercial and labor law, without prejudice to its execution by bodies of the Autonomous Communities and under paragraph 17th, which confers exclusive jurisdiction to the State in economic system of Social Security, with respect to the first final provision.

Final disposition third. supplementary law.

In matters not provided in this Act shall apply to industrial companies corresponding to anonymous or limited liability companies rules, depending on how they hold.

Fourth final provision. Regulation of Labor Administrative Register of Companies.

The Government, within a maximum period of one year from the publication of this law, a proposal of the Ministers of Justice and Employment and Social Security, after consultation with the Autonomous Communities shall approve a new Real decree regulating the Administrative Register of Industrial Societies, and will aim to modernize the functioning of such registration, through the implementation of telematic procedures that may be established. This Royal Decree will consider the relevant mechanisms of cooperation to effective integration into an always-updated common database Registry of Employment and Social Security of the evidence in the records of the Autonomous Communities that is necessary to exercise the functions of supervisory information.

Final provision fifth. Authorisation for regulatory development.

The Government, on a proposal from the owners of the ministerial departments concerned, within the scope of their respective powers, may make the necessary arrangements for the implementation of this law and, in particular, concerning the rules applicable to the investee companies by workers under the provisions of chapter III of this Act.

Sixth final provision. Entry into force.

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

Therefore

Command all Spaniards, individuals and authorities to observe and enforce this law.

Madrid, 14 October 2015.
FELIPE R.


The Prime Minister,
MARIANO
Rajoy Brey