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Real Decree 421 / 2015, Of 29 Of Mayo, By Which Is Regulate Them Models Of Estatutos-Tipo And Of Writing Public Standardized Of The Societies Of Responsibility Limited, Is Approves Model Of Estatutos-Tipo, Is Regulates The Agenda Electronic Notice...

Original Language Title: Real Decreto 421/2015, de 29 de mayo, por el que se regulan los modelos de estatutos-tipo y de escritura pública estandarizados de las sociedades de responsabilidad limitada, se aprueba modelo de estatutos-tipo, se regula la Agenda Electrónica Notar...

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TEXT

Law 14/2013 of 27 September, in support of entrepreneurs and their internationalisation, came out of the need to speed up the start of entrepreneurial activity, a matter to which Chapter IV of the title is dedicated first, dedicated to support for the entrepreneurial initiative; in it the Points of Attention to the Entrepreneur are created, with the intention of integrating in one place the multiple existing windows for the assistance to the beginning of the entrepreneurial activity.

Very closely linked to the above, and with the intention also to facilitate the entrepreneurial activity to be carried out through certain legal persons, it is regulated in article 15 of the aforementioned law, the constitution of companies of limited liability, with public and statuesque writing, by means of the so-called Single Electronic Document (EUD) and through the Telematics Processing System of the Business Creation Network and Information Centre (CIRCE), to authorise public writing within a maximum of 12 working hours and to qualify and register, where appropriate, in the Trade Register within 6 hours. It is therefore established some demanding temporary requirements that the law is aware that they can only be achieved with the standardization of the social statutes corresponding to the constitution of the society. For this reason, the article establishes the need for the existence of a type of statuette that permits the authorization of the writing of the constitution and the qualification and registration of the same in such short periods.

This royal decree regulates, in accordance with the legal qualification, the aspects that must be collected by the statuettes in a standardized format, as well as the legally-established standardized model. until now existing, by a model of statutes of great simplicity without prejudice to the future approval of another or other models that incorporate greater complexity.

Article 16, which regulates the constitution of limited liability companies without statuettes, introduces the possibility of the creation of limited companies by electronic means, the main novelty of which is that it enables in order to obtain, in the very short term, a provisional registration, applying the provisions of Article 15 and, therefore, the same standard format of writing may be used to enable both the Notary and the you have to authorize the document, such as the Commercial Registrar, that you must register, to fulfil their respective tasks within the time limits provided for.

Accordingly, in line with the provisions of the Law of Support for Entrepreneurs and the will of the legislator to facilitate the creation of companies in shorter times, writing in standardized format and coded fields shall be used in the case of a telematic constitution. This royal decree regulates, according to the legal enablement, the aspects that must be gathered by the public deed, leaving the approval of the concrete model to an Order of the Minister of Justice.

The royal decree also regulates some collateral issues that are also referred to in Law 14/2013 of 27 September, and which are not sufficiently regulated, such as the Exchange of Social Denominations with reservation, whose normative rating is in the final disposition of the Royal Legislative Decree 1/2010, of July 2, for which the recast text of the Law of Capital Societies is approved; the Notary Electronic Agenda, through which the arrange the appointment for the grant of the writing of the constitution, or the format in which they must be referred to the relevant Mercantile Register.

In its virtue, on the proposal of the Minister of Justice, and of the Minister of Industry, Energy and Tourism, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting of May 29, 2015,

DISPONGO:

CHAPTER I

General provisions

Article 1. Object.

It constitutes the object of this royal decree the regulation of the specifications and conditions of the writing of constitution and of the statuettes-type with standardized format and with coded fields, established in Law 14/2013, September 27, September 27, in support of entrepreneurs and their internationalisation, the Exchange of Social Denominations with reservation and the Notary Electronic Agenda. A standard statuette model is also approved in a standardized format.

CHAPTER II

Type-type and public write model in standardized format

Article 2. Statuesque-type in standardized format for the constitution of limited liability companies.

The model of statuettes-type in standardized format as referred to in Article 15 of Law 14/2013 of 27 September, for the constitution of limited liability companies with social capital not less than € 3,000 and limited liability companies for successive training with the content and format resulting from Annexes I and II to this royal decree.

Article 3. Coded fields.

1. Statuette-type models in standardized format contain refillable fields in which to record the coded data that corresponds so that the structured information is electronically treatable.

2. Each of the fields set out in the standardised model in brackets and underlined shall contain the coded data corresponding to the numbering in the same according to the ratio set out in Annex II to this royal decree.

Article 4. Determining the social object.

1. The social object will be identified in the type-statuettes by selecting some or some of the economic activities and their specific codes authorized by the Order of the Minister of Justice, and must be available at the Electronic Headquarters. of the Ministry of Justice, with the corresponding description of the National Classification of Economic Activities (CNAE 2009). The code or codes to be selected must be at least two digits.

2. Among the activities that make up the social object, one will be pointed out, in order to be considered as main activity. In this case it will be specified with the CNAE code at four digits.

Article 5. Completion of type-statuettes.

1. The wording of the type-statuettes will be carried out directly on the telematics platform of the Information and Network of Business Creation Network (CIRCE) through the completion of the fields configured as variables. Once these are completed, the document of the statutes, which must be incorporated in writing, shall be composed; the document must include the code ID-CIRCE set out in Order ECO/1371/2003, of 30 May, for which the procedure for the allocation of the ID-CIRCE code allowing the identification of the limited company New Enterprise and its application in the non-telematics processing processes.

2. In the same way a file will be generated in xml format of the document of the statutes, which will be referred to the Notary by the system of telematics processing of the CIRCE together with the Electronic Single Document (DUE), also in format xml, that must accompany the write in standardized format to the final disposition of Law 14/2013, of September 27, and the following article.

3. The format of the xml file containing the type-statuette model is determined in Annex II of this royal decree.

Article 6. Public write model in standardized format.

1. The model of public writing in standardized format with coded fields for the constitution of societies referred to in the final provision of Law 14/2013, of 27 September, will be approved by the Order of the Minister of Justice.

2. Public writing in a standardized format will be done by completing each of the refillable fields containing the format model contained in the Order of the Minister of Justice that approves it. The fields will be completed by the notary following the instructions contained in each case, so that the structured information is electronically treatable.

3. The standardized model of public writing will be used for the constitution of limited partnerships with and without statuettes.

Article 7. Referral of the writing of constitution to the Mercantile Register.

1. The reference to the Commercial Register of the authorized copy of the articles of association of limited companies referred to in Articles 15 and 16 of Law 14/2013 of 27 September, shall be made by means of an electronic document in format xml, according to the model regulated in the previous article, signed by the notary with its recognized certificate of electronic signature, so that it allows the electronic processing of all the encoded fields contained in that one. The electronic document will include, in the case of type-statuettes, the social statutes in xmlformat.

2. It will be made available to the licensors at the Point of Attention to the Entrepreneur, at no additional cost, simple electronic copy of the writing of constitution.

3. When using the DUE set out in the additional third provision of the recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July 2010, this referral will be made through the CIRCE.

CHAPTER III

Notary Electronic Agenda

Article 8. Notarial Electronic Agenda.

1. The General Council of the Notary will be the entity responsible for developing and managing, under the supervision of the General Directorate of the Registers and the Notary, the so-called Notary Electronic Agenda, which will contain the calendar of availability of the notaries for the signing of the articles of association of companies.

2. Such an agenda shall at any time permit, in the field of the creation of companies to which it applies, the reservation of appointment with the notary for the granting of the corresponding writing. In concert, the agenda will make available to the applicant a supporting document, indicating in any case the name and residence of the notary and the date and time agreed. Updating the calendar availability data must be performed in real time.

3. The reserved appointment will be binding for the notary. If, for any reason, duly justified, the notary is not in a position to authorize the writing on the date and time indicated, he must immediately put this circumstance in the knowledge of the General Council of the Notary, which must provide the applicant with the possibility of granting the deed to another notary within the same time limit, if the impossibility of the first selected one would have been communicated to him before the end of the six hours for the end of the one. In any event, any alteration or modification of the appointment must be brought to the attention of CIRCE.

CHAPTER IV

Stock market with reservation

Article 9. Bag of social denominations with reservation.

1. The Central Mercantile Registry shall be responsible for generating and maintaining, under the supervision of the General Directorate of the Registers and the Notary, the Stock Exchange with reservation.

2. It will generate randomly and keep up-to-date, with the appropriate filters to remove unusable denominations, a bag of at least 1,500 social denominations, which can be electronically consulted for free.

3. Each of the social names of that stock exchange shall require, prior to its electronic publication, the prior qualification of its suitability by the registrar in charge of the Central Mercantile Register.

4. The Central Mercantile Register shall issue negative electronic certification, which is provided with a Secure Code of Verification, for each of the social denominations of the stock exchange.

5. After completion of the application form and the tariff duties corresponding to a certificate are satisfied, the person concerned may choose a name from among the available and download the corresponding electronic certification of the non-existence of an entity with the same name. The designation of the denomination through the Exchange of Denominations shall have the same validity as the negative certification of denominations. This process can also be done through the Points of Attention to the Entrepreneur.

6. The person concerned may apply to any office of the Trade Registry for a document on the evidence of the selection of a denomination of those listed on the Stock Exchange.

Additional disposition first. Notarial Electronic Agenda.

The Notary Electronic Agenda must be in operation, with the characteristics specified in Article 8, within three months of the publication of this royal decree in the "Official State Gazette".

Additional provision second. Applicable tariffs.

1. Where the share capital of limited liability companies incorporated under this royal decree is not more than EUR 3,100 and its statutes are in accordance with the type-statuettes, the duties provided for in the Article shall apply. 5.Dos (c) of Royal Decree-Law 13/2010 of 3 December 2010, of actions in the field of taxation, labour and liberalisation to encourage investment and job creation.

2. In the other cases of the formation of limited liability companies formed in accordance with this royal decree, the duties provided for in Article 5 (1) (g) of Royal Decree-Law 13/2010 of 3 December 2010 shall apply.

Additional provision third. No increase in public spending.

The measures included in this rule may not result in an increase in appropriations or remuneration or other personnel costs.

Final disposition first. Competence title.

This royal decree is dictated by the jurisdiction in matters of commercial law and the management of public records and instruments which the State attributes, respectively, to Article 149.1.6. Constitution.

Final disposition second. Application.

The General Directorate of the Registers and the Notary will dictate, in the field of their competences, the resolutions and instructions necessary for the implementation of what is foreseen in this royal decree.

Final disposition third. Amendment of the Rules of Procedure of the Notarized Organization and Regime, approved by Decree of 2 June 1944.

Paragraph (j) is added to Article 349 of the Rules of Procedure of the Notary Organisation and the following wording:

"j) Unjustified refusal to provide required functions through the Notary Electronic Agenda."

Final disposition fourth. Entry into force.

This royal decree will enter into force three months after its publication in the "Official Gazette of the State".

Given in Madrid, 29 May 2015.

FELIPE R.

The Vice President of the Government and Minister of the Presidency,

SORAYA SAENZ DE SANTAMARIA ANTON

ANNEX I

Statets-type in standardized format for limited liability companies with social capital not less than € 3,000 or successive training (SLFS)

NOTE. The indicated between [] is optional.

Article 1. º Social Denomination.

The name of the company is (1.1 Social Denomination). A limited liability company shall be established to be governed by statutory rules and by these statutes.

Article 2. Social Object.

The company aims to develop the activities corresponding to the following codes and descriptions of the National Classification of Economic Activities:

Main activity: (1.2.1 Social object-main activity field/1.2.1 Social object-main activity description)

Other activities: (1.2 Social object-field/1.2 Social object-description)

If any of the activities chosen is of a professional nature, the company shall exercise it as a mere intermediary between the professional service provider and the consumer.

Item 3.

The duration of the partnership will be (1.3 Duration) [and will start its operations on the day (1.4 Activity Start Date)].

The social exercise ends, each year, the day (1.5 Closing date of the social exercise).

Article 4. Corporate Social and Web Address.

The registered address is fixed at (1.6 Social Address)

(1.11 Society Web Page)

Article 5. No. Social Capital.

The capital of the company is of (1.7 Capital Social), divided into (1.8 Number of participations) social participations of (1.9 Value of each participation) euros of nominal value each, numbered correlatively from of the one.

[If SLFS The Company is subject to the successor training scheme provided for in Article 4a of the Capital Companies Act.]

Article 6. Organization of the administration of society.

The General Board may opt for any of the following ways of organizing the administration of the company, without the need for a statutory modification: a single administrator, two to five solidarity managers or two Joint administrators.

Article 7. Appointment, duration and prohibition of competition.

Only natural persons may be appointed administrators. The performance of the administrator position will be for an indefinite period of time.

Regarding the other appointment requirements, incompatibilities and prohibitions to be an administrator, the provisions of the Capital Companies Act shall apply.

The administrator charge will be (1.10 Administrator Retribution).

Article 8. º Mode of deliberating and adopting agreements with collegiate bodies.

The company will be governed by the provisions of the limited liability company in the Capital Companies Act.

The general meeting will be led by its president, who will grant the floor, determine the time and the end of the interventions, and put the draft agreements to the vote.

The general meeting shall be convened by notice published on the company's website if it has been created, registered and published in the terms provided for in the Law. As long as the company does not have such a website, the call will be made for any individual and written communication procedure, which will ensure the reception of the announcement by all the partners at the designated address or in which the Record in the documentation of the society.

[Article 9. No single-personal limited liability company.

A single-person limited liability company shall apply the rules of procedure provided for in the Capital Companies Act approved by the Royal Legislative Decree 1/2010 of 2 July 2010.]

ANNEX II

Encoded fields contained in the associated statuettes and xml node

Coded Field Number

rowspan="2">

1.2.1

Indefined.

-XX years/months.

Optional.

Optional.

Alfico.

1.9

Field

Data Type

Remarks

Node

--

ID-CIRCE.

Code generated by the CIRCE system

1.1

Social Denomination.

Can be from the social naming bag.

Social object-main activity description.

Alphabetic.

1 entry.

Social Object-main activity field.

Alfico.

1.2

Social Object- description.

Alphabetical.

From 1 to n entries.

Social object-field.

Alfico.

1.3

Duration.

one:

1.4

Date.

Date.

1.4

1.4

1.4

1.5

Closing the social exercise.

Day and month.

Day and month of the year (in letter).

1.6

Social address.

Alphabetic.

Alfico.

Optional.

Alfico.

Must admitting S/N.

Alphabetical.

Optional.

Alfico.

Optional.

.

Optional.

Alfico.

Alfico.

INE encoding (triple-digit)

Alphabetic.

.

INE encoding (double digits)

Alphabetic.

INE Encoding.

Alfico.

Optional.

Alfico.

Optional.

Alfico.

Optional.

1.7

Social capital.

Numeric.

If the Successive Foundation Limited Company is the subscribed and paid-up share capital must be the same amount and must be between 1 and 2,999 euros.

1.8

Number of units.

Numeric.

Value of each share.

Numeric.

1.10

Administrator Retribution.

Alfico.

Choose one:

-Free

-Fixed amount determined by the General Board for each economic exercise.

-A percentage of XX (number) % of the deliverable benefits of each economic exercise, according to the Act.

1.11

Society Web page.

one based on whether web page is already
In the latter case you must complete the URL (uniform resource locator) of the web page:

-According to the art. 11 bis of the Capital Companies Act, the General Board may agree that the company has a corporate website, and may delegate to the administrative body the choice of the URL or website address of the corporate website, which will be It must communicate to all the partners. The management body of the company is responsible for the modification, transfer or deletion of the website.

-The Company has a corporate website in accordance with the provisions of Article 11a of the the Law of Companies of Capital. The web address will be the URL of the web page. It will be up to the administrative organ to modify, move or delete the website.