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...

Read the untranslated law here: http://www.boe.es/buscar/doc.php?id=BOE-A-2015-6520

Law 14/2013, of 27 September, support for entrepreneurs and its internationalization, departed from the need to expedite the start of entrepreneurial activity, issue which devotes chapter IV within the title first, dedicated to supporting entrepreneurship; It creates attention points to the entrepreneur, with the intention of integrating the multiple existing windows for assistance at the beginning of the entrepreneurial activity in one place.

Very linked to the above, and with the intent to also facilitate entrepreneurial activity to be carried out through certain legal persons, is regulated in article 15 of this law, the establishment of limited liability companies, with deed and estatutos-tipo, through the so-called unique electronic document (DUE) and through the system of processing telematics from the center of information and network of business creation (CIRCE) , Dante is authorize the writing public in the term maximum of 12 hours working and qualify is e sign is, in his case, in the register mercantile in the term of 6 hours. Is established therefore ones demanding requirements temporary that the law is aware of that only can be achieved with the standardization of them statutes social corresponding to the Constitution of the society. By this sets in the cited article it need of it existence of ones estatutos-tipo that allow the authorization of it writing of Constitution and the qualification e registration of the same in so short deadlines.

This Royal Decree regulates, in accordance with the legal Habilitation, aspects that must meet the estatutos-tipo in standardized format as well as approves the standardized model set out legally; It has been chosen, following the regulation until now existing, for a model of statutes of great simplicity without prejudice to future approval of one or more other models that incorporate more complex.

He article 16, that regulates the Constitution of societies of responsibility limited without estatutos-tipo, introduces the possibility of Constitution of societies limited by means electronic whose main novelty is that enables to get in very brief term of time a registration provisional, applying is in it necessary it willing in the article 15 and, therefore, can use is the same model of writing with format standardized that allow a notary, which has to authorize the document, as well as to the mercantile Registrar, who must sign it, fulfil their respective tasks within the very short deadlines.

Consequently, in line with provisions of the law of support for entrepreneurs and the will of the legislator to facilitate the creation of enterprises in shorter times, writing in standardized format and encrypted fields will be used in cases of Constitution telematics. This real Decree regulates, in accordance with the enabling legal, those aspects that must meet the writing public leaving it approval of the model concrete to an order of the Minister of Justice.

The Royal Decree also regulates certain collateral issues also refers to law 14/2013, 27 September, and are not sufficiently regulated, such as the bag of names with reserve, whose enabling legislation is the first final provision of the Royal Legislative Decree 1/2010 of 2 July, which approves the revised text of the companies act of Capital; the Agenda electronic Notarial, through which is gladly set it cites for the granting of the writing of Constitution, or the format in which must be sent these writings to the record commercial corresponding.

By virtue, on the proposal of the Minister of Justice, and the Minister of industry, energy and tourism, according to the Council of State and after deliberation by the Council of Ministers at its meeting of May 29, 2015, HAVE: CHAPTER I General provisions article 1. Object.

Is the object of this real decree it regulation of them specifications and conditions of it writing of Constitution and of them estatutos-tipo with format standardized and with fields encoded, established in the law 14 / 2013, of 27 of September, of support to them entrepreneurs and its internationalization, of the bag of denominations social with book and of the Agenda electronic Notarial. Also approves a model of estatutos-tipo in standardized format.

CHAPTER II model of estatutos-tipo and of writing public in format standardized article 2. Estatutos-Tipo in format standard for the establishment of limited liability companies.

Approves the model of estatutos-tipo in standardized format which referred to article 15 of the law 14/2013, 27 September, for the incorporation of companies of limited-liability share capital not less than 3,000 euros and limited liability companies formation successive with the content and format of which results from annexes I and II to this Decree.

Article 3. Encrypted fields.

1. them models of estatutos-tipo in format standardized contain fields refillable in which do contain them data encoded that correspond so the information thus structured is electronically treatable.

2. each of the fields listed in the model standardized between brackets and underlined must contain the encrypted data that corresponds to the numbering in the same according to the relationship contained in annex II of this Royal Decree.

Article 4. Determination of the social object.

1. the social object will be identified in the estatutos-tipo by selecting one or more of the economic activities and certain codes authorized by order of the Minister of Justice, and must be available on the electronic site of the Ministry of Justice, with the corresponding description of the national classification of economic activities (CNAE 2009). The code or codes to select must have at least two digits.

2. among the activities that make up the social object, be designated, in order to be considered as main activity. In this case you specify with the four-digit NACE code.

Article 5. Completion of the estatutos-tipo.

1. the drafting of the estatutos-tipo will be held directly on the platform the center of information and creation of business network telematics (hereinafter, CIRCE) by filling in the fields configured as variables. Once completed these, will comprise the document of the statutes, which shall be incorporated in the writing; These documents must include the ID-CIRCE code established in order ECO/1371/2003, of 30 may, which regulates the procedure of allocation of ID-CIRCE code allowing identification of the new company limited and its application in processing processes not telematics.

2. in the same way a file will be generated in format xml from the document of the statutes, which shall be forwarded to the notary for processing system at telematics of the CIRCE together with the unique electronic document (DUE), also in xml format, which must accompany the writing in standardized format referred to in the tenth final provision of law 14/2013 , 27 September and the following article.

3. the format of the xml file that contains the model of estatutos-tipo is determined in annex II of this Royal Decree.

Article 6. Model of writing public in format standardized.

1. the model of public deed format standardized fields coded for the incorporation of companies referred to in the tenth final disposition of law 14/2013 of September 27, will be approved by order of the Minister of Justice.

2. the public deed in standardized format will be filling in each one of the fillable fields containing the model format contained in the order of the Minister of Justice that will approve it. The fields will be completed by the notary according to the instructions contained in each case, so that the structured information is electronically treatable.

3. the standardized model of public deed is used for the incorporation of companies limited with and without estatutos-tipo.

Article 7. Remission of the articles of incorporation to the register.

1. it remission to the record commercial of it copy authorized of the writing of Constitution of societies limited to is refer them articles 15 and 16 of the law 14 / 2013, of 27 of September, is held by a document electronic in format xml, according to the model regulated in the article previous, signed by the notary with your certified recognized of signature electronic , so allow the treatment electronic of all those fields encoded content in that. The document electronic will include, in the case of opt is by estatutos-tipo, the statutes social in format xml.

2. is put to disposal of them preference-giving in the point of attention to the entrepreneur, without cost additional one, copy simple electronic of the writing of Constitution.

3. When is use the DUE established in it available additional third of the text consolidated of the law of societies of Capital, approved by Royal Decree legislative 1 / 2010, of 2 of July, such remission is held through the CIRCE.

CHAPTER III Attorney electronic Agenda item 8. Attorney electronic calendar.


1. the General Council of Notaries will be the entity responsible for development and management, under the supervision of the General direction of the registers and notaries, notary called electronic calendar, which will contain the calendar of availability of notaries for the signing of articles of incorporation of companies.

2 that agenda should allow at any time, in the field of partnerships that will be applied, the booking of appointment with the notary for the granting of the corresponding script. Agreed appointment, the agenda will be available to the applicant proof of the same, indicating at least the name and residence of the notary and the date and time agreed. The update of data availability of the agenda must be in real time.

3 reserved quotation shall be binding for the notary. If by any cause, duly justified, the notary not was in available of authorize it writing in it date and time designated, must put immediately this circumstance in knowledge of the Council General of the notarized, that must offer to the applicant the possibility of grant it writing before another notary within the same term, if the impossibility of the first selected is you had connected before were missing six hours so ended that. In any case, any alteration or modification of the appointment must be brought to the knowledge of the CIRCE.

CHAPTER IV bag of names with article 9 reserve. Bag of denominations social with book.

1. the Central Register will be responsible for generating and maintaining, under the supervision of the General direction of the registers and notaries, social denominations with reserve bag.

2. will generate randomly and will keep updated, with them filters appropriate to eliminate denominations unusable, a bag of, at least, 1,500 denominations social, that can be consulted electronically of form free.

3. each one of the names of the bag will require, prior to electronic publication, of the previous rating of suitability by the Registrar in charge of the Central Register.

4. the register mercantile Central issue certification electronic negative, endowed of code safe of verification, of each an of them denominations social of the bag.

5. prior completion of the application form and fulfilled the duties corresponding to a certification, may be selected by the person concerned any denomination from among the available and download the corresponding supporting electronic certification of non-existent entity with identical name. The allocation of the denomination through the bag of denominations will have the same effect that negative certification of denominations. This procedure may be made, also, through the points of attention to the entrepreneur.

6. the interested party may contact any office of the commercial register to get paper document accrediting of the selection of a denomination of those included in the bag of denominations.

First additional provision. Attorney electronic calendar.

It Agenda electronic Notarial must be in operation, with them features certain in the article 8, in the term of three months from the publication of this Royal Decree in the «newsletter official of the State».

Provision additional second. Applicable tariffs.

(1. when the capital social of them societies of responsibility limited constituted according to this real Decree not is superior to 3,100 euros and their statutes is fit to them estatutos-tipo, is apply them tariffs planned for this in the article 5.Dos c) of the Real Decree-Law 13 / 2010, of 3 of December, of performances in the field fiscal, labour and liberalizing for foster it investment and the creation of employment.

(2. in other cases of establishment of limited liability companies established according to this Royal Decree shall apply the tariffs provided for in article 5.Uno g) Royal Decree-Law 13/2010 of 3 December.

Provision additional third. No increase of the expenditure public.

The measures included in this standard may not assume increased allowance or remuneration of other staff costs.

Available end first. Title competence.

The present Royal Decree is issued under cover of competences in the field of commercial law and management records and public instruments which the State attributes, respectively, article 149.1.6. 2nd and 8th of the Constitution.

Second final provision. Application.

The General Directorate of registers and notaries will issue, within the scope of their competence, resolutions and instructions necessary for the application of provisions of this Royal Decree.

Third final provision. Modification of the rules of the Organization and regime of the notarized, approved by Decree of 2 of June of 1944.

Added a section j) to article 349 of the rules of the Organization and system of notaries, with the following wording: «j) unjustified refusal to the provision of functions required through the electronic notary calendar.»

Available to finish fourth. Entry in force.

He present Royal Decree will enter in force to them three months of their publication in the «Bulletin official of the State».

Given in Madrid, on May 29, 2015.

PHILIP R.

The Vice-President of the Government and Minister of the Presidency, SORAYA SAENZ DE SANTAMARIA ANTON ANNEX I Estatutos-tipo in format standard for companies limited with registered capital not less than 3,000 euros or training successive (SLFS) NOTE. Shown between [] is optional.

Article 1 name.

The company's name is (1.1 social denomination). Is is a society of responsibility limited that is governed by the standards legal and by the present statutes.

Article 2nd social object.

Society aims to the development of the activities corresponding to the following codes and descriptions of the national classification of economic activities: main activity: (1.2.1 purpose - field main activity / 1.2.1 purpose - description main activity) other activities: (1.2 social object - field / 1.2 social object - description) if any of the activities chosen outside of a professional nature, society will exercise it as he mera intermediadora between the professional service provider and the consumer.

Article 3 the duration of the company shall be (1.3 duration) [and will begin its operations the day (1.4 commencement date of activity)].

The fiscal year ends, each year, the day (1.5 closing date of the fiscal year).

Article 4th address social and web corporate.

The registered office is fixed at (1.6 registered office) (1.11 society website) article 5 share Capital.

The capital of the company is of (1.7 equity) euros, divided in (1.8 number of participations) participation certificates of (1.9 value of each share) euro of nominal value each, numbered consecutively from one.

[If SLFS society is subjected to the successive training regime envisaged in article 4 bis of the law of societies of Capital.]

Article 6 organisation of the directors of the company.

General meeting may elect to either of the following modes of organizing the administration of society, without statutory modification: a single administrator, two to five Administrators solidarity or two joint administrators.

Article 7th nomination, duration and prohibition of competition.

Only individuals may be appointed as administrators. The position of administrator will be indefinite.

With regard to the other requirements of appointment, incompatibilities and prohibitions to be administrator, shall apply the law of venture capital.

The position of administrator is (1.10 admin fee).

Article 8 mode of deliberating and adopting agreements the colleges.

The society is governed by it provisions to the effect for the society of responsibility limited in the law of societies of Capital.

The Board general will be directed by its President, that granted the use of the word, will determine the time and the end of them interventions, and submit to vote them projects of agreements.

The Board general will be convened by ad published in the website of the society if this had been created, registered and posted in them terms expected in it law. While the society not count with such website, the call is held by any procedure of communication individual and written, that secure the reception of the ad by all them partners in the address appointed to the effect or in which record in the documentation of it society.

[Article 9th society of responsibility limited unipersonal.]

To the single-Member limited liability company applies the specialties of the regime envisaged in the law of capital companies approved by Royal Legislative Decree 1/2010 of 2 July.]

ANNEX II encoded fields contained in the estatutos-tipo and number associated xml node encrypted data observations node type field field - ID-CIRCE.





Alphanumeric.





The CIRCE system-generated code.












1.1






Company name.





Alphanumeric.





It may be social denominations bag.












1.2.1 social-description main activity object.





Alphabetical.





1 input.












Social-field main activity object.





Alphanumeric.












1.2 social object - description.





Alphabetical.





From 1 to n inputs.












Social object - field.





Alphanumeric.












1.3 duration.





Alphanumeric.





Choose one:-indefinitely.

-XX years/months.












1.4 date home of activity.





Date.





 












1.5. closing of the fiscal year.





Day and month.





Day and month of the year (in letter).












1.6 Service social.





Alphabetical.





Coding INE.












Alphabetical.





 












Alphanumeric.





Optional.












Alphanumeric.





It must support s/n.












Alphabetical.





Optional.












Alphanumeric.





Optional.












Alphanumeric.





Optional.












Alphanumeric.





Optional.












Alphabetical.





Optional.












Alphanumeric.





 












Alphanumeric.





Coding INE (three digits).












Alphabetical.





 












Alphabetical.





 












Alphanumeric.





Coding INE (two digits).












Alphabetical.





Coding INE.












Alphanumeric.





Optional.












Alphanumeric.





Optional.












Alphanumeric.





Optional.












1.7 capital social.





Numeric.





If is society limited of Foundation successive the capital social subscribed and paid should be the same amount and shall be comprised between 1 and 2.999 euros.












1.8 number of participations.





Numeric.





 












1.9. value of each share.





Numeric.





 












1.10 compensation administrator.





Alphanumeric.





Choose one: - free - fixed amount determined by the General meeting for each fiscal year.

-A percentage of XX (number) % of the repartibles benefits of each financial year, in accordance with the law.












1.11. Web site of the society.





Alphanumeric.





Choose one depending on whether already available Web page. In the latter case the URL (uniform resource locator) website must be completed:-according to article 11 bis of the law of societies of capital, the shareholders may agree that the company has a corporate web site, and may delegate to the Board of Directors the choice of the URL or the web site of the corporate website that specifically once it shall communicate to all members. The Board of Directors of the company modify, transfer or suppression of the website corresponds to.

-The company has a corporate web site in accordance with the provisions of article 11 bis of the companies act of Capital. The web address will be the URL of the web page. Competence of the Board of Directors will be modification, transfer or withdrawal of the website.