FELIPE VI

KING OF SPAIN

To all who present it and understand it.

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

PREAMBLE

I

Law 17/2014 of 30 September, adopting urgent measures in the area of refinancing and restructuring of corporate debt, relaxed the regime of the conventions recommended according to some premises. basic. The first of these is to consider that the continuity of economically viable enterprises is beneficial not only for businesses themselves, but also for the economy in general and, in particular, for the maintenance of employment. The second of the premises was to accommodate the legal privilege to the underlying economic reality, since many times the recognition of the lack of foundation was the main obstacle of the agreements recommended. The third of the premises was to respect as much as possible the legal nature of the real guarantees (but always, and taking into account the second premise, according to their true economic value).

This Act addresses the extension of the premises prior to the insolvency convention itself.

II

In addition to the above, a series of measures are taken to make it more flexible to transmit the business of the company or some of its branches of activity, since at present there are some obstacles, which, during the processing of the insolvency proceedings, or when the liquidation of the case is unavoidable, they are making it difficult to sell.

From this perspective, the changes that are introduced in this field ultimately have the same purpose as those relating to the insolvency agreement: to facilitate the continuation of the activity as much as possible business, which is not only for the benefit of the company itself, but also for its employees and creditors and the economy in general.

III

The operative part of this Law consists of a single article, divided in turn in four paragraphs, in which the provisions of Law 22/2003, of 9 July, the Insolvency Law, relating to the (a) the insolvency agreement, the settlement phase, the qualification of the competition, the out-of-court settlement of payments and the refinancing agreements, as well as other provisions of the same law related to those aspects.

With regard to the insolvency agreement, similar provisions are introduced in the first place to those of the fourth additional provision of the insolvency law (in wording given by Law 17/2014) concerning the assessment of the guarantees on the special privilege. To this end, Articles 90 and 94 of the Insolvency Law are amended.

In this way it continues to maintain a principle that seems not only the most reasonable from an economic point of view but also a synthesis of the rules in force in our right about the purging of the guarantees (a) subsequent to the maintenance of the preference and the allocation of any surplus in the event of execution by any of the holders of collateral. It seems, in fact, difficult to question whether, in order to obtain the true value of a guarantee, it is necessary to deduct from the fair value of the good on which the amount of the outstanding claims is borne by the preferential guarantee on the same good. It also seems a rule of prudence to reduce this fair value by ten percent as the guarantee, if effective, will require the execution of the good or the right on which it is constituted, which entails costs and delays that reduce the value of the security by at least that percentage.

Think that if you don't take a measure like the present it turns out that the privileged credits can multiply "ad infinitum" when your guarantee falls on the same good, without the value of said good to be seen at all increased. To give a practical example, today it is possible to have five mortgages of 100 on a good that is worth 100, thus becoming absurd to have a privileged liability for the effects of 500 guaranteed by a good that is worth 100. It should not be forgotten, on the other hand, that one of the principles that must necessarily govern the contest is that of "pars conditio creditorum" and that the indefinite extension of the privileges is a contradiction of that principle. In addition, the practical result is that creditors who benefit from such guarantees will have only a right of abstention that will benefit nothing in the agreement and continuity of the company, and that in no case will it guarantee effective recovery. of their debt, even less if the debt is to be settled. Please note that, in the event of the liquidation or even the singular execution of the mortgage, the creditor will receive much the value of the guarantee. From the rest of the credit not covered by the guarantee, it shall not charge more than that part which would have been free from the agreement, although very likely less in a liquidation and non-business-in-operation context.

The determination of the value of the guarantee cannot be considered to be a guaranteed credit cut. It is merely a differentiated assessment of the main right and of the ancillary right. The main right is not raised, but it is permitted to clarify which part of the right will benefit from the right to an accessory and which does not, and in the second, to receive the same treatment corresponding to the credit according to its nature.

Secondly, another relevant modification in the matter of agreements is the extension of the quorum of the board of creditors, attributing the right to vote to some creditors who so far did not have it. If the measures taken in respect of the assessment of guarantees must already lead to the extension of that quorum, the measures which recognise the right to vote in general to creditors who have acquired their rights shall also be required to do so. credit after the declaration of competition, with the exception of those who have a special relationship with the debtor. Until now, they were only recognized as voting rights when the acquisition had been a universal title, as a result of a forced realization or, from 2012, when it was a financial institution subject to supervision.

The prevention that previously existed with respect to these creditors is that this acquisition could hide some form of fraud that was wanted to discourage by the deprivation of the right to vote. But fraud cannot be in order to acquire something, in this case a right of credit, at a lower price than that for which it is intended to be sold or realised, since this is in the end and at the end of the economic activity of the market. The real problem is that the acquirer has arranged with the debtor to defraud the rest of the creditors. This is why it is not only Article 122 but also the 93 to make a wider list of persons who are particularly linked to the debtor who, for this reason, will have the status of subordinate creditors and will not be voting on the board of creditors.

The right to vote for creditors who acquire their claims after the declaration of competition has an additional effect which must be recognised as beneficial to the other creditors: to encourage the existence of a the market for such claims which allows them to obtain liquidity, in a competitive situation of their debtor, without having to wait for the final settlement. It will be the creditor itself that is valued if the sacrifice or discount required for this is acceptable and will be the ceded creditor, usually specialized in this type of acquisition, that suffers the risk that the acquisition and subsequent processing of the contest leads.

In the third place, certain additional provisions are introduced with regard to the effects of the Convention in Article 100. As is the case in the fourth additional provision, it is noted that the capital increase agreements required in the case of capitalisation shall be adopted with the same majorities provided for in that additional provision. A reference is also made to the general scheme for the transmission of production units to the provisions of Articles 146a and 149, which implies, with certain exceptions, the free acquisition of pre-existing obligations. In addition, the transfer of goods with certain channels to prevent fraudulent behaviour is facilitated.

The fourth aspect of the amendments to the conventions concerns the votes and majorities in the convention and the extension of the capacity of the dissident creditors to drag in certain circumstances. The general limitation that existed for the effects of the convention (50 percent and waits for five years) is lifted, but in order to overcome these limits, a reinforced majority of 65 percent is required. It also introduces the rule already adopted in respect of the conventions recommended in respect of the maximum majorities required for the trade union pacts, which will be 75 percent (article 121.4).

And finally a new forecast is introduced (new article 134.3), which also has precedent in Law 17/2014, on the possibility of dragging certain credits with general or special privilege, even in the covered by the value of the guarantee. Although this requires a double requirement: in addition to even more strengthened majorities, the agreement will be adopted by creditors of the same class, with this consideration being introduced for the first time in our field. This is the case in point (a) of the second paragraph of Article 4 (1) of the basic regulation. For this purpose, four classes of creditors are distinguished, each of which has its own characteristics that justify a specific treatment within the contest. First of all, the creditors of labour law; second, the public creditors; third, the financial creditors; and finally, the rest (between which the commercial creditors must be included in the main form).

The decision taken by the required qualified majorities can be seen as a sacrifice of the creditor who is dragged, which is true, but also from a positive point of view as a lesser sacrifice of the rest of the creditors who agree to drag. The broad range of qualified majorities required necessarily implies that they are based on agreements based on the reality of the individual and his creditors. In addition, if 60 or 75% of the creditors, as the case may be, agree on their privileged claims, certain sacrifices which appear to be essential for the viability of the company and to recover as much as possible from the In the case of the Commission, the Commission has taken into account the fact that the Commission has not been able to make a statement on the basis of the Commission's proposals. It seems that the qualified majority and the fact that each one will remember for himself the least of the possible sacrifices is sufficient guarantee that the agreements will not be adopted in order to injure the interests of these creditors. This impossibility of injury is reinforced by the establishment of the four classes of creditors mentioned above in such a way that under no circumstances will they be able to imagine concertation of creditors to harm those of another class, especially the or the public who, by their nature, deserve special protection.

As in paragraph 11 of the fourth additional provision and in order to respect as far as possible the true value of the guarantee, it is established in Article 140 that if, if necessary, the creditor with privilege, which would have voted in favour of an agreement or had been dragged by it, has to execute the guarantee, will be made with the total amount obtained that does not exceed the original credit. It is necessary to insist on the fact that all the measures introduced in this Law and in Law 17/2014, with respect to the value of the guarantees have their effectiveness in relation to the bankruptcy procedure but do not imply alteration of the guarantees registered or the rules established for execution outside the contest.

In the fifth place, a number of amendments are included to require that the information relating to both the convention and the administrators ' report and their challenges be communicated to the creditors of the Its electronic address, thus facilitating faster knowledge of certain procedures in the insolvency proceedings.

Additionally, certain specialties are introduced into the insolvency of concessionary companies of public works and services, or contractors of the Public Administrations. At present there are a large number of successful administrative contracts for administrative contracts. Urgent reasons of public interest aimed at securing and maintaining the provision of public services make it necessary to articulate solutions that will allow the activity to be continued, for the benefit of the (a) the contracting parties, the third parties benefiting from the implementation of the administrative and public administration contracts. These solutions pass by arbitrating a joint formula for all the confortable processes that implies the presentation of proposals of agreement that could affect all these entities. In this sense, reasons of agility and procedural economics and the achievement of a guarantee of success of the solution conceived, advise the accumulated processing of all the consensical processes declared in relation to such entities.

The specialties of the administrative law of public sector contracts, both general and sectorial, and the necessary interrelation with the forms of development and termination of the established insolvency procedure In the case of the bankruptcy law, it is necessary to establish a special regime applicable to the competitions of the concessionaires of public works and services and contractors of the public administration, whose legislative location must be placed so much in the administrative legislation governing administrative contracts, general as well as specific, as in the Law of the Insolvency, through a new additional provision second ter that collects the specialties conformed in the matter.

The insolvency law itself, in its Article 67, refers to the effects of the declaration of competition in the case of administrative contracts concluded by the debtor with the public authorities to its specific legislation. It should also be recalled that the jurisdiction of the judge in the competition and its mandatory intervention in the court proceedings must respect the powers of the administrative bodies in respect of such contracts and the procedures of administrative character with them related.

IV

Certain provisions of Chapter II of Title V of the Insolvency Law are amended in order to facilitate the development of this phase of insolvency proceedings. This is, as has previously been stated, to ensure that business activity is continued, providing, in particular, the sale of all the establishments and holdings of the company or of any other company. productive units.

Thus, the "ipso iure" subrogation of the acquirer is introduced into the administrative contracts and licenses of the holder of the transferor (Article 146a) and the mechanisms for exemption from liability for previous debts are arbitrated, except in certain special cases which, for their singularity, continue to merit special protection, such as the case of debts to social security or workers.

Additional provisions are also introduced in Article 148 regarding the transfer of payment or payment and a novel forecast that the judge can agree to the retention of 15% of the active mass intended to satisfy future challenges. This forecast should lead to a streamlining of the settlement phase.

Article 149 is also amended. In the light of the doubts raised, it is clarified that rules of the same have an extra character and which of them must be applied in any liquidation, whether or not plan of liquidation. In particular, it is proposed to apply to all settlements the new rules of purging or subsistence of the possible real guarantees to which all or some of the goods included in a productive unit could be subject and the rules on business succession for work and social security purposes.

In line with the amendments made to Article 140.4, Article 155 is amended to establish that when goods or rights are executed with special privilege, the privileged creditor shall be with the total amount obtained that does not exceed the original credit. In this way, the registered warranties and rules set for their execution are not altered.

V

In terms of qualification, an amendment to Article 167 is addressed that clarifies the interpretative doubts existing around the term "class". This term may imply, in a strict interpretation, a reference to the "legal classification" of the respective claims, in the terms laid down in Articles 89 to 92 of the Law of the Court of Justice, so that only when each and every one the creditors classified in the insolvency proceedings in the same way are affected by the quitas and waits inferior to what the precept has, will not proceed the formation of the section of qualification. However, the judicial practice has come to give it a more generic sense, including in such a "class" a group of creditors that have common characteristics, even if such a group does not include all those of the same insolvency classification, effects of the granting of treatment in the rating section on non-tax proposals.

Given that Article 94.2, in the wording given by this Law, incorporates a new definition of the term "class" applicable, in accordance with Article 134, to the assumptions in which the agreement will be drawn to creditors It is essential to clarify, in order to avoid further doubts, that the mention made in Article 167 should also be understood as referring to this definition, which concerns a plurality of creditors. benefited by the insolvency solution wide enough to make the equivalent of the treatment for the purposes of the rating section.

Finally, technical improvements have been made to various articles of Title VI of the Insolvency Law in order to clarify its wording or to align it with that of Article 167.

VI

As regards the refinancing arrangements, a number of amendments are included, the purpose of which is to clarify certain doubts that have been raised in their practical application.

First, Article 5a is amended to establish that, in the event of a dispute, the competition judge shall be the judge of the contest to determine whether or not a good is necessary for the continuity of the activity.

of the

In Article 71a, the voting system in the framework of syndicated agreements is regulated and a number of amendments are made to the fourth additional provision to clarify the voting arrangements within the framework of agreements. (a) to determine the fair value of the assets given as collateral, which may not exceed the value of the maximum mortgage or pignoraticia liability that would have been agreed.

VII

The final part of this Act consists of four additional provisions, four transitional provisions, one repealing provision and ten final provisions.

The additional provision first clarifies that the actions resulting from the application of Article 5a and the fourth additional provision of the Insolvency Law will have the consideration of remedial measures for the purposes of the of Royal Decree-Law 5/2005, of 11 March.

The second additional provision provides for the creation of a telematic access portal to facilitate the disposal of companies that are in liquidation or their production units.

The third additional provision provides for the establishment of a Commission for the monitoring of refinancing practices and reduction of over-indebtedness, with functions of verification of compliance with the measures taken by the Commission. Law and proposal to the Government of regulatory modifications to facilitate the restructuring recommended or bankruptcy of debt of economically viable enterprises.

The fourth additional provision resolves interpretative doubts on the negotiation of securities issued by a securitisation fund of assets exclusively aimed at institutional investors, which may only be subject to for negotiation in a multilateral trading system in which the subscription and trading of securities is restricted to qualified investors.

The first to third transitional provisions regulate the transitional regime of certain precepts contained in this Law.

The fourth transitional provision determines the execution procedures in respect of which the amendments made by the third final provision in Law No 1/2000 of 7 January 2000 are applicable. Civil Prosecution.

The final first provision, in view of its imminent completion, the "vacatio legis" provided for in the transitional provision of the Recast Text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, 2 July, in respect of the right of separation in the event of a lack of distribution of dividends.

The final provision second matiza, in order to avoid restrictive interpretations, that the credits transmitted to the Society for the Management of Assets Processed from the Banking Restructuring (SAREB) will be consideration for the purposes of calculating the majorities necessary to adopt the agreements regulated in the fourth additional provision of the Insolvency Act.

The third final provision amends Law 1/2000 of 7 January of Civil Procedure to bring it into line with the recent ruling of the Court of Justice of the European Union of 17 July 2014. The mortgage debtor may, therefore, bring an appeal against the order which disregards its opposition to the execution, if it is based on the existence of an abusive contractual clause constituting the basis of the execution or the amount payable.

The fourth final provision amends Law 1/2013 of 14 May for measures to strengthen protection for mortgage debtors, debt restructuring and social rent, introducing the possibility of a percentage of housing that is part of the social housing fund may be allocated to persons who have been evicted from their homes for non-payment of non-mortgage loans.

The fifth final provision in turn modifies the final provision of the second law of Law 17/2014 of 30 September, adopting urgent measures in the area of refinancing and restructuring of business debt.

The sixth final provision amends certain provisions of Law 14/2014 of 24 July 2014 on Maritime Navigation, and the final provision seventh declares certain infrastructure works of general interest.

The eighth final provision authorizes the Government to prepare and approve, within twelve months, to count from the entry into force of this Law, a recast text of Law 22/2003, of July 9, Bankruptcy.

Finally, the ninth and tenth final provisions regulate, respectively, the relevant titles and the entry into force, which will take place on the day following that of their publication in the "Official State Gazette".

Single item. Amendment of Law 22/2003, dated July 9, Bankruptcy.

Law 22/2003, dated July 9, Bankruptcy, is amended as follows:

One. Amendments to the Convention.

1. Article 33 (1) (c), points 1 and 3, are amended as follows:

" c) In labor:

1. To comply with the judicial decisions that would have fallen to the date of the declaration of contest in procedures for substantial modification of the working conditions of collective character, of transfer collective, collective redundancy and suspension of contracts and reduction of working hours.

3. Intervening in the procedures of substantial modification of the working conditions of collective character, of collective transfer, collective dismissal and suspension of contracts and reduction of working hours initiated during the contest and, where appropriate, agree with the representatives of the employees. "

2. Article 64 is amended, which is worded as follows:

" Article 64. Job contracts.

1. The procedures for the substantial modification of the working conditions of a collective nature, collective transfer, collective dismissal and suspension of contracts and reduction of working hours, once the contest has been declared, will be dealt with before the judge of the contest by the rules laid down in this Article.

If, at the time of the declaration of the contest, a procedure of collective dismissal or suspension of contracts or reduction of the day is dealt with, the labor authority will forward the action to the judge of the contest. Within three days of the date of receipt of the file, the Registrar shall cite the persons entitled to appear in the following paragraph to appear and justify, where appropriate, the source of further processing of the file. collective measures, as provided for in this Article. The proceedings in the previous administrative procedure up to the date of the declaration of contest shall retain their validity in the proceedings before the court.

If, by the date of the declaration of the contest, the employer has already communicated to the labour authority the decision taken pursuant to Articles 51 or 47 of the Staff Regulations or, if applicable, the administrative decision has been taken by authorising measures for extinction, suspension or reduction of working time, it shall be for the administration to implement such measures. In any event, the declaration of competition must be communicated to the labour authority for the purposes of the competition.

2. The insolvency administration, the debtor or the employees of the company established through its legal representatives, may request from the judge of the contest the substantial modification of the working conditions and the extinction or suspension collective of work contracts in which the employee is an employer.

The representation of the workers in the processing of the procedure will correspond to the subjects indicated in Article 41.4 of the Workers ' Statute, in the order and conditions outlined in it. After the time limits referred to in that article without the workers having appointed representatives, the judge may agree to the intervention of a commission of up to three members, consisting of the most representative trade unions and the representative of the sector to which the company belongs.

3. The adoption of the measures provided for in the preceding paragraph may be requested only from the judge of the contest once the report referred to in Chapter I of Title IV of this Law has been issued by the insolvency administration, unless the delay in the application of the proposed collective measures may seriously compromise the future viability of the undertaking and of the employment or cause serious harm to the workers, in which case, and with accreditation of this circumstance, the request to the judge at any procedural time since the declaration of contest.

4. The application must state and justify, where appropriate, the reasons for the collective measures intended and the objectives which they intend to achieve with them in order to ensure, where appropriate, the future viability of the undertaking and employment, the documents necessary for their accreditation.

The insolvency administration may request the collaboration of the defendant or the aid of the court deemed necessary for its verification.

5. Upon receipt of the request, the judge shall call upon the representatives of the employees and the administration for a period of consultations, the duration of which shall not exceed 30 calendar days, or 15, also natural, in the of companies that have fewer than fifty employees.

In case of intervention by the debtor's powers of administration and disposition, the judge may authorize the participation of the defendant in the period of consultations.

The representatives of the workers or the insolvency administration may ask the judge to participate in the period of consultations of other natural or legal persons who may be able to constitute a unit of company with the company. For these purposes, they may be interested in the aid of the court deemed necessary for their verification. Similarly, in the case of a business unit, and for the purposes of assessing the economic reality of the business group, it may be possible to claim the consolidated economic documentation or the economic documentation relating to other companies.

If the measure affects companies of more than 50 employees, a plan must be accompanied to the application for the impact of the proposed measures on the future viability of the company and of the employment.

In cases where the application has been made by the employer or by the insolvency administration, the communication to the legal representatives of the workers at the beginning of the consultation period must include a copy of the the application provided for in paragraph 4 of this Article and any documents accompanying it.

The judge, at the request of the insolvency administration or the representation of the workers, may at any time agree to replace the period of consultation with the mediation or arbitration procedure that is the scope of the undertaking, which must be developed within the maximum period specified for that period.

6. During the consultation period, workers ' representatives and the insolvency administration must negotiate in good faith in order to reach an agreement.

The agreement will require the agreement of the majority of the legal representatives of the workers or, where appropriate, of the majority of the members of the representative commission of the workers provided that, in both cases, represent the majority of the workers in the centre or work centres concerned.

The agreement concluded by the insolvency administration and the workers ' representatives may be accompanied by the application, in which case the opening of the consultation period will not be necessary.

The agreement will include the identity of the workers affected and the compensation will be fixed, which will be in accordance with the provisions of the labour law, except that, in the interest of the interests affected by the competition, Express other higher forms.

At the end of the period indicated or at the time an agreement is reached, the insolvency administration and the workers ' representatives shall communicate the outcome of the consultation period to the competition judge.

Received such communication, the judicial secretary will seek a report from the labor authority on the proposed measures or the agreement reached, which must be issued within 15 days, and may be heard by the (a) insolvency administration and workers ' representatives prior to their issuance.

Received the report by the judge of the contest or after the deadline of issue, will follow the course of the performances. If the report is issued out of time, it may nevertheless be taken into account by the competition judge when adopting the relevant resolution.

7. In accordance with the procedures laid down in the preceding paragraphs, the judge shall, within a maximum period of five days by order of order, decide on the proposed measures, accepting, if any, the agreement reached, unless the conclusion of the existence of fraud, intent, coercion or abuse of law. In this case, as well as in the case of no agreement, the judge will determine what proceeds under the labor law.

If an agreement has not been reached, the judge of the contest will give a hearing to those who have intervened in the period of consultations, for which, the clerk of the court will summon them to an appearance in which they will be able to make submissions and provide documentary evidence. The judge may replace this hearing with a written procedure of three days ' arguments.

The order, in the event of the suspension or collective termination of the contracts of employment, shall take effect from the date on which it is issued, unless otherwise specified in the latter, and shall have the same consequences as the late decision or suspension decision taken by the employer under Articles 51 or 47 of the Staff Regulations or which, where appropriate, the administrative decision of the employment authority is to be brought back to the Court of employment regulation, for the purpose of workers ' access to the legal situation of unemployment.

8. Against the order referred to in the preceding paragraph, the insolvency administration, the person concerned, the employees through their representatives and the Salarial Guarantee Fund (hereinafter FOGASA) may bring an appeal, as well as the other resources provided for in Law 36/2011 of 10 October, regulating the Social Jurisdiction, which will be dealt with and resolved before the courts of the social order, without any of them having suspensory effects on the processing of the competition and the incidents involved.

The actions that the workers or the FOGASA can exercise against the car in matters that strictly relate to the individual legal relationship, will be substantiated by the procedure of the insolvency incident in labor matters. The time limit for filing the suit is one month after the worker met or was able to know the judge's order. The sentence that will fall will be used in supplication.

9. In the event of a substantial modification of the collective nature of those provided for in Article 41 of the Staff Regulations, the right to terminate the contract with compensation which, in the case of such a legal rule, is recognised, shall be suspended during the processing of the competition and with the maximum limit of one year after the court order has been issued which authorised the amendment.

The suspension provided for in the previous paragraph will also apply when a collective transfer involving geographical mobility is agreed, provided that the new working centre is in the same province as the (a) the working centre of origin and less than 60 kilometres from the latter, unless it is established that the minimum travel time, back and forth, exceeds 25% of the duration of the daily working day.

In this case as well as in the other cases of substantial modification of the working conditions, the impropriety of the exercise of the action of termination resulting from the collective modification of the working conditions may be extended for a period of more than 12 months from the date on which the court of law authorised the amendment was issued.

10. The individual decision-making actions brought under Article 50 of the Staff Regulations, which are motivated by the economic or insolvency situation of the person concerned, shall be regarded as being of a collective nature, since the initiation of the procedure provided for in this article, for the termination of contracts, is agreed. Agreed to the initiation of the procedure provided for in this article, the totality of the individual processes followed in front of the one after the request of the contest pending of firm resolution, will be suspended until it acquires firmness the order to terminate the collective extinction procedure. The decision to suspend the suspension shall be communicated to the insolvency administration for the purposes of the recognition as a contingent of the credit which may result from the judgment in its day, once the suspension has been lifted. It will also be communicated to the courts before the individual proceedings. The self that agrees to the collective extinction will produce effects of res judicata on the individual suspended processes.

11. In all the provisions of this Article, labour law will be applied and, in particular, the representatives of the workers will be retained by the workers ' representatives. "

3. Paragraph 1.4. is amended and paragraph 3 is added to Article 90, in the following terms

"4." 4. Credit for leasing contracts or for sale with deferred price of movable or immovable property, in favour of the lessors or sellers and, where appropriate, of the funders, on the goods leased or sold with a domain reservation, with a prohibition on having or with a resolutive condition in the event of non-payment. "

" 3. The special privilege shall only be granted to the part of the credit which does not exceed the value of the respective security on the list of creditors, calculated in accordance with Article 94 (5). The amount of credit that exceeds the amount recognised as special privileged shall be qualified according to its nature. "

4. Article 93 (1) and (2) are amended as follows:

" 1. They are considered persons specially related to the natural person:

1. The spouse of the deceased or who would have been in the two years preceding the declaration of the contest, his or her registered partner or the persons living with the same relationship of affectivity or have lived together usually with him within two years prior to the contest declaration.

2. º The ascendants, descendants and siblings of the person or any of the persons referred to in the preceding number.

3. The spouses of the ancestors, the descendants and the brothers of the beloved.

4. The legal persons controlled by the person or by the persons mentioned in the previous numbers or their administrators in fact or in law. It shall be presumed that there is control when one of the situations referred to in Article 42.1 of the Trade Code is present.

5. º Legal persons who are part of the same group of companies as those provided in the previous number.

6. º The legal persons from whom the persons described in the previous numbers are administrators of fact or of law.

2. They are considered to be persons specially related to the legal person:

1. The law-enforcement partners are personally and unlimitedly responsible for social debts and those other than, at the time of the birth of the right of credit, directly or indirectly, at least, 5% of the share capital, if the company declared in competition has securities admitted to trading on an official secondary market, or 10% if it does not have them. Where the partners are natural persons, persons who are members of the legal person who are members of the partners shall also be considered as persons in particular with the partners in accordance with the provisions of the previous paragraph.

2. The administrators, in law or in fact, the liquidators of the legal person and the proxies with general powers of the company, as well as those who have been within the two years prior to the declaration of competition.

creditors who have directly or indirectly capitalised all or part of their claims in compliance with a refinancing arrangement adopted in accordance with Article 71a or the fourth additional provision of a (a) the court of law of the Member State of the European Parliament, the Council of the European Parliament, the Council of the European Parliament, the Council of the European Union, the European Parliament and the Council of the European Union the rating of the claims against the debtor as a result of the the refinancing that they have granted under that agreement or agreement. Nor shall any creditor who has subscribed to a refinancing agreement, a bankruptcy agreement or an out-of-court settlement of payments be taken into account for the obligations assumed by the debtor in connection with the feasibility unless there was evidence of any circumstance that could justify this condition.

3. " Companies that are part of the same group as the society declared in competition and their common partners, provided that they meet the same conditions as in the number 1.

5. Paragraph 2 is amended and a paragraph 5 is added to Article 94, with the following wording:

" 2. The relationship of the creditors included shall express the identity of each of them, the cause, the amount by principal and by interest, dates of origin and the maturity of the credits recognised as a holder, their personal or real guarantees and their legal status, indicating, where appropriate, their character as litigious, conditional or pending the prior excision of the assets of the principal debtor. Creditors with general or special privileges respectively shall be included in the following classes:

1. Labor law, being understood by the creditors of labor law. The persons bound by the employment relationship of a special staff of senior management shall be excluded in excess of the amount provided for in Article 91.1. The following shall also be regarded as creditors of employment law. economically dependent self-employed workers in amounts not exceeding that provided for in Article 91.1

2. Public, understood by such public law creditors.

3. Financial statements, such as the holders of any financial indebtedness regardless of whether or not they are subject to financial supervision.

4. Resto of creditors, including creditors for commercial transactions and other creditors not included in the above categories.

It shall be expressly stated, if any, the differences between the communication and the recognition and the consequences of the lack of timely communication.

When the person who is married is a person married on a ganancial basis or any other community of property, the credits which can be made only on his or her private assets and those which may be be effective also on the common heritage. "

" 5. For the purposes of Article 90.3, the value of securities lodged in the insurance of claims which enjoy special privileges shall be expressed. For their determination, they shall be deducted from the nine-tenths of the fair value of the good or the right on which the security is lodged, the outstanding debts which are of preferential guarantee on the same property, without in any case the value of the security may be less than zero, or greater than the value of the privileged credit or the value of the maximum mortgage or pignoraticia liability that would have been agreed.

These unique effects are understood by fair value:

(a) In the case of securities which are listed on an official secondary market or on another regulated market or money market instruments, the weighted average price to which they have been traded in one or more markets regulated in the last quarter prior to the date of the declaration of competition, in accordance with the certification issued by the official secondary market governing company or the regulated market concerned.

(b) In the case of real estate, the resulting report issued by a valuation company approved and entered in the Special Register of the Banco de España.

(c) In the case of goods or rights other than those referred to in the preceding letters, the resulting report issued by an independent expert in accordance with the generally recognised principles and valuation standards for those goods.

The reports provided for in points (b) and (c) shall not be required where such value has been determined, for immovable property by a valuation company approved and entered in the Special Register of the Banco de España within 12 months prior to the date of the declaration of competition or, for goods other than the real estate, by independent expert, within six months prior to the date of the declaration of the contest. They shall also not be necessary in the case of cash, current accounts, electronic money or fixed term impositions.

The goods or rights on which the securities are incorporated, which are denominated in currency other than the euro, shall be converted into the euro by applying the exchange rate of the date of the valuation, understood as the Average cash exchange rate.

If new circumstances that could significantly change the fair value of the goods are present, a new report of the approved valuation company and entered in the Special Register of the Bank of Spain or independent expert, as appropriate.

The report referred to in point (b), when referring to completed dwellings, may be replaced by an updated assessment provided that, between the date of the last available valuation and the date of the updated valuation, no more than six years have elapsed. The updated valuation shall be obtained as a result of applying to the last available valuation value carried out by an approved valuation company and entered in the Special Register of the Bank of Spain, the cumulative variation observed in the value (a) the fair value of the buildings located in the same area and with similar characteristics from the issue of the last valuation to the valuation date.

In the event of no information on the variation in fair value provided by a valuation company or if it is not considered representative, the last available value with the variation may be updated. accumulated the price of the house established by the National Statistics Institute for the Autonomous Community in which the property is located, differentiating between whether it is new or second-hand housing, and provided that between the date of the last assessment available and the date of the updated assessment has not elapsed more than three years.

The cost of the reports or valuations shall be settled by the mass and deducted from the remuneration of the insolvency administration unless the creditor concerned requests a contradictory assessment report, which shall be to be issued at its expense. The report shall also be issued at the cost of the report when it is invoked by the affected creditor that there are circumstances in which a new assessment is necessary.

In the event that the guarantee in favour of the same creditor falls on a number of goods, the result of applying the rule provided for in the first paragraph of this paragraph, without the joint value, shall be added to the guarantee. the guarantees may not exceed the value of the credit of the creditor concerned.

In the case of a guarantee lodged in prodiviviso in favour of two or more creditors, the value of the guarantee corresponding to each creditor shall be that resulting from the application to the total value of the special privilege of the proportion it corresponds to each one of them, according to the rules and agreements governing the prodiviviso. "

6. Article 95 (1) and (2) are amended, which are worded as follows:

" 1. The insolvency administration, at least 10 days before the report is submitted to the judge, shall direct electronic communication to the debtor and to the creditors who have communicated their claims and of which the address is electronic, informing them of the inventory project and the list of creditors, whether or not they are included. The same communication will be published in the Public Register. Creditors may request the insolvency administration, equally by electronic means, up to three days before the submission of the report to the judge, to rectify any errors or to supplement the data communicated. The insolvency administration shall also conduct by electronic means a relation of the requests for rectification or supplement submitted to the debtor and to the creditors, which shall also be published in the Public Register.

2. The presentation to the judge of the report of the insolvency administration and of the supporting documentation shall be notified to those who have been in the contest at the address indicated for the purpose of notifications and shall be published in the Public Registry Insolvency and on the notice board of the court. In addition, the insolvency administration shall communicate the report to the creditors of whose electronic address is known. '

7. Paragraph 5 is amended and paragraph 6 is added to Article 96, in the following terms

" 5. The challenges will be substantiated by the proceedings of the insolvency incident, and the judge will be able to collect them together to resolve them together. Within five days of the notification of the final judgment in the case of disputes, the insolvency administration shall enter the inventory, the list of creditors and the reasoned statement of its report. amendments which, where appropriate, shall be made and shall provide the judge with the relevant final texts. The differences between the inventory and the list of creditors initially submitted and the final texts, together with the subsequent communications submitted and the amendments included and the other, shall be expressly stated. updated of the credits against the mass accrued, paid and pending payment, with the expression of the respective maturities, all of which will be revealed in the clerk of the court. At the time of the submission to the judge of the report with the amendments and the ratio of claims against the mass, the insolvency administration shall communicate these documents to the creditors of whose electronic address is knowledge.

6. All challenges must be recorded immediately after their presentation in the Public Court Register. Likewise, within five days of the end of the period of challenge, a list of the challenges presented and the claims deducted in each of them shall be published in that Register. '

8. Article 100 (1), (2) and (3) are amended as follows:

" 1. The proposal for a convention must contain either de-withdrawal or withdrawal proposals, which may accumulate both.

2. The proposal for a convention may contain, in addition to any other quits or waits, alternative or additional proposals for all or some of the creditors or classes of creditors, with the exception of public creditors. Proposals may include offers for conversion of credit into shares, shares or social shares, convertible bonds, subordinated loans, in equity loans, in loans with capitalizable interest or in any other financial instrument of range, maturity or characteristics other than the original debt.

In case of conversion of the credit into shares or units, the capital increase agreement of the debtor necessary for the capitalization of loans shall be subscribed by the majority provided for, respectively, for the companies of limited liability and anonymous in Articles 198 and 201.1 of the recast of the Law of Companies of Capital, approved by Royal Legislative Decree 1/2010 of 2 July. For the purposes of Article 301.1 of the said recast text of the Capital Companies Act, liabilities shall be deemed to be liquid, due and payable.

They may also be included in the proposal of the convention proposals for the disposal, either of the set of goods and rights of the affected person to their business or professional activity or of certain productive units in favor of a given natural or legal person, which shall be governed by the provisions of Article 146a.

The proposals will necessarily include the assumption by the acquirer of the continuity of the business or professional activity of the productive units to which it affects. In such cases, the legal representatives of the workers must be heard.

3. In no case shall the proposal consist of the overall liquidation of the assets of the person concerned for the satisfaction of his debts, or the alteration of the classification of claims established by the Law, or of the amount of the same fixed in the the procedure, without prejudice to any such quasure as may be agreed and the possibility of merger, division or global transfer of assets and liabilities of the legal person concerned.

Only the transfer of goods or rights to creditors may be included provided that the goods or rights transferred are not necessary for the continuation of the business or business activity and that its fair value, calculated in accordance with Article 94, shall be equal to or less than the amount of the credit being extinguished. If higher, the difference must be integrated into the active mass. In the case of goods covered by security, the provisions of Article 155.4 shall apply.

In no case will the cession be imposed in payment to the public creditors. "

9. Article 104 (2) shall be deleted.

10. Article 107 (2), which is worded as follows, is amended as follows:

" 2. The insolvency administration shall assess the content of the proposed agreement in the light of the payment plan and, where appropriate, the feasibility plan accompanying it. If the assessment is favourable, it shall be joined to the report of the insolvency administration. If it is unfavourable or has reservations, it shall be submitted in the shortest time to the judge, who may leave without effect the admission of the advance proposal or the continuation of its processing with a union of the assessment letter to the report. The insolvency administration shall communicate in a telematic manner the unfavourable report or with reservations to the creditors of whose electronic address is known. No recourse shall be made against the order that resolves on these ends. "

11. Article 110 is amended as follows:

" Article 110. Maintenance or modification of unapproved proposals.

1. If the agreement is not approved in advance, the judge shall immediately require the debtor to express, within three days, whether he or she is requesting the opening of the phase of the agreement or wishes to apply for the settlement. At the convention stage, the debtor may maintain or amend the advance proposal for a convention or make a new one.

2. If the anticipated proposal for a convention were maintained, the creditors attached to it shall be present on the board for the purposes of quorum and their accessions shall be counted as votes in favour for the calculation of the result of the vote, unless attend the meeting of creditors or, prior to their conclusion, record in cars the revocation of their membership."

12. Article 115 (2), which is worded as follows, is amended as follows:

" 2. The assessment documents issued before the presentation of the report of the insolvency administration shall be brought together in accordance with Article 75 (2) and those issued subsequently shall be made manifest in the Office of the Court from the Court of Justice. the day of their submission and shall be communicated by the administration in a telematic form to creditors whose electronic address is known to them. "

13. Article 116 (4), which is worded as follows, is amended as follows:

" 4. The meeting shall be taken to include the concurrence of creditors who hold loans of at least half of the ordinary liabilities of the tender or, failing that, when creditors representing at least half of the liabilities of the a contest that could be affected by the agreement, excluding subordinated creditors. "

14. A final paragraph is added to Article 121 (4), in the following terms:

" In the case of agreements which, following the declaration of the contest, remain subject to a scheme or union agreement, the creditors shall be deemed to vote in favour of the agreement when they vote in favour of them representing at least 75% of the (a) a percentage of the liability affected by the agreement under the trade union scheme, unless the rules governing syndication provide for a lower majority, in which case the latter shall apply. This forecast shall be applied for the computation of the majorities necessary for the approval of the convention and for the extension of its effects to non-participating creditors or dissenters. "

15. Article 122 (1), which is worded as follows, is amended as follows:

" 1. The holders of subordinated credit shall not have the right to vote on the board, including, in particular, persons in particular who have acquired their credit for acts between the living after the declaration of competition. '

16. Article 123 (1) is deleted, which is worded as follows:

" Article 123. Privileged creditors.

1. The vote of a privileged creditor in favour of a proposal will produce, in the event that it is accepted by the board and that the judge approves the corresponding agreement, the effects resulting from the content of this respect privilege.

2. The vote of a creditor who, at the same time, is the holder of privileged and ordinary credits shall be presumed to have been issued in respect of the latter and shall only affect the privileged if he has expressly stated in the act of voting. "

17. Article 124, which is worded as follows, is hereby reworded as follows:

" Article 124. Majorities required for acceptance of convention proposals.

1. For a proposed convention to be considered accepted by the board, the following majorities will be necessary:

(a) 50% of the ordinary liability, where the proposed convention contains equal or less than half of the amount of the credit; waits, whether principal, interest or any other amount due, with a term of not more than five years; or, in the case of creditors other than public or labour creditors, the conversion of debt into equity loans over the same period.

By way of derogation from the preceding subparagraph, where the proposal consists of the full payment of the ordinary appropriations in a period not exceeding three years or the immediate payment of the ordinary claims due to the lower end of the year Twenty per cent, it will be enough for you to vote in favour of a portion of the higher liability to which you vote against. For these purposes, in the case of an advance proposal and a written procedure, the creditors shall, where appropriate, declare their vote against the same requirements laid down for the accessions referred to in Article 103 and within the time limits, whichever is the case, of Articles 108 and 115 bis.

(b) 65% of the ordinary liability, where the proposed convention contains waits for more than five years, but in no case more than ten years; and, in the case of: creditors other than public or labour creditors, the conversion of debt into equity loans for the same period and the other measures provided for in Article 100.

2. For the purposes of calculating the majorities provided for in the preceding paragraph, privileged creditors who vote in favour of the proposal are considered to be included in the ordinary liability of the competition.

3. The approval of the Convention shall entail the extension of its effects to ordinary and subordinate creditors who have not voted in favour, without prejudice to Article 134. If the required majorities are not met, the agreement to be voted shall be deemed to be rejected. '

18. Article 133 (2), which is worded as follows, is amended as follows:

" 2. From the effectiveness of the agreement, all the effects of the declaration of competition shall cease, and shall be replaced by those which, where appropriate, are laid down in the convention itself, except for the cooperation and information provided for in Article 42, which shall remain until the completion of the procedure.

The insolvency administration will be accountable to the contest judge within the time limit. The report of accountability shall be transmitted by telematic communication to creditors whose electronic address is known to the insolvency administration. "

19. A paragraph 3 is added to Article 134, in the following terms

" 3. Without prejudice to the foregoing paragraph, the privileged creditors shall also be bound by the agreement when the following majorities of creditors of the same class are present, as defined in Article 94.2:

(a) 60%, in the case of the measures provided for in Article 124.1.a).

(b) 75%, in the case of the measures provided for in Article 124.1.b).

In the case of creditors with special privilege, the computation of the majorities will be done according to the proportion of the guarantees accepted on the total value of the guarantees granted within each class.

In the case of creditors with general privilege, the computation shall be performed on the basis of the passive accepting liability on the total of the liability that benefits from general privilege within each class. "

20. Article 140 (4) is worded as follows:

" 4. The declaration of non-compliance with the convention shall entail the decision of the Convention and the disappearance of the effects on the appropriations referred to in Article 136.

notwithstanding the foregoing, if the non-compliance affected creditors with special privilege who had been bound by the agreement pursuant to Article 134.3 or who had voluntarily acceded to the (a) may initiate or resume the separate execution of the security from the declaration of non-compliance and irrespective of the possible start of the settlement phase. In this case, the executing creditor shall take the amount resulting from the execution in quantity not exceeding the original debt, corresponding to the rest, if any, to the active mass of the contest. "

21. An additional second-ter provision is introduced in the following terms:

" Additional disposal second ter. Special arrangements applicable to the insolvency situations of public works and public service concessionaires, or contractors of public administrations.

In the competitions of concessionaires of public works and services or contractors of the Public Administrations, the specialties that are established in the law of contracts of the public sector will be applied in the regulatory specific legislation of each type of administrative contract.

In addition, in these competitions, the accumulation of the concourse processes that have already begun will be agreed upon when proposals for agreements that affect all of them are formulated, and the proposals for the agreement can be presented by the General government, including bodies, entities and business companies linked to or dependent on them. The approval of the proposal for a convention presented in each of the procedures may be conditional upon the approval of the proposals for a convention presented in the remaining cumulative procedures as established in accordance with Article 1 (1) of the Treaty. in this provision.

Competition for the processing of the accumulated contests referred to in this provision shall be governed in accordance with Article 25a.3 of this Law. "

Two. Changes in settlement matters.

1. The last subparagraph of paragraph 3 (added by Royal Decree-Law 11/2014 of 5 September 2014) is deleted and a paragraph 4 is added to Article 43, which is worded as follows:

" 4. In the case of the transmission of production units of goods or services belonging to the product concerned, the provisions of Articles 1414a and 149 shall apply. '

2. A number 5. to Article 75 (2) is added in the following terms:

"5. The valuation of the company as a whole and the production units that make it up under the scenario of continuity of operations and liquidation."

3. An article 146a is added with the following wording:

" Article 146 bis. Specialties of the transmission of productive units.

1. In the event of the transfer of production units, the acquirer shall assign the rights and obligations arising from contracts affected to the continuity of the business or business whose resolution has not been requested. The acquirer shall be subrogated to the contractual position of the person without the consent of the other party. The cession of administrative contracts will be produced in accordance with the provisions of Article 226 of the recast of the Law on Public Sector Contracts, approved by the Royal Legislative Decree 3/2011 of 14 November.

2. Those licenses or administrative authorizations shall also be assigned to the continuity of the business or professional activity and included as part of the production unit, provided that the acquirer continues the activity in the same way. facilities.

3. The provisions of the two preceding paragraphs shall not apply to licences, authorisations or contracts in which the acquirer has expressly stated his intention not to subrogate himself. This is without prejudice to the work effects of the application of the provisions of Article 44 of the Staff Regulations in the case of business succession.

4. The transmission shall not entail any obligation to pay the unsatisfied claims for the purposes of the transfer before the transfer, whether they are conformed or against the mass, unless the acquirer has expressly assumed it or there is a legal provision. to the contrary and without prejudice to the provisions of Article 149.4.

The exclusion described in the preceding paragraph shall not apply where the acquirers of the production units are persons specially related to the product. "

4. Paragraphs 5, 6 and 7 shall be added to Article 148 with the following content:

" 5. Except for public creditors, provision may be made in the winding-up plan for the disposal of goods or rights in payment or for payment of the claims, with the limitations and the intended scope, in respect of the goods concerned with a guarantee, in the Article 155 (4).

6. The judge, on his own initiative or at the request of a party, may order the entry in the account of the court of up to 15% of what is obtained in each of the proceedings of the assets and rights of the active mass or of the payments in question. cash to be carried out by the same. This amount shall be used to deal with the amounts resulting from the duty to certain creditors, in accordance with the judgments issued in appeals which may be brought in the face of acts of liquidation. That amount shall be released where the appeal has been settled or the time limit for its interposition has expired. The remaining part of the remaining free after the decision or the expiry of the period for the interposition of the resources shall be allocated in accordance with the order of precedence legally established, taking into account the part of the appropriations which have already been allocated been satisfied.

7. In the case of legal persons, the insolvency administrator, after the approval of the winding-up plan, must submit, for publication on the settlement portal of the Public Insolvency Register, how much information is necessary for the facilitate their disposal.

In particular, information will be provided on the legal form of the company, the sector to which it belongs, scope, time during which it has been in operation, turnover, balance sheet size, number of employees, inventory of the most relevant assets of the company, contracts in force with third parties, licenses and administrative authorizations in force, liabilities of the company, judicial, administrative, arbitration or mediation processes in which it was incurs and relevant work aspects. "

5. Article 149 is amended, which is worded as follows:

" Article 149. Legal settlement rules.

1. If a settlement plan is not approved and, where appropriate, where the approval is not provided, the settlement operations shall comply with the following additional rules:

1. The whole of the establishments, holdings and any other productive units of goods or services belonging to the debtor shall be considered as a whole, except that, prior to the report of the insolvency administration, the judge considers it more appropriate for the interests of the contest to be divided or to be isolated from all the components or only some of them.

The disposal of the whole or, where appropriate, of each production unit will be done by auction. However, the court may agree to the conduct through direct disposal or through a person or a specialised entity where the auction is deserted or where, in the light of the report of the insolvency administration, it considers that it is the best to safeguard the interests of the contest. The transfer by a specialised entity shall be carried out on the basis of the remuneration of the insolvency administration.

The decisions taken by the judge in these cases must be given after a period of 15 days before the representatives of the employees are heard and, where appropriate, comply with the provisions of Article 148 (4). These resolutions shall be in the form of an order and shall not be appealed against.

2. In the event that the settlement operations involve the substantial modification of the working conditions of a collective nature, including collective transfers and the collective suspension or extinction of the relationships Article 64 shall be subject to the provisions of Article 64

3. Notwithstanding the provisions of Rule 1, between tenders whose price does not differ by more than 15%, the judge may agree to the award to the latter where it considers that it guarantees the continuity of the the company, or in its case of the productive units, and of the jobs, as well as the best satisfaction of the credits of the creditors.

2. The goods referred to in Rule 1 (1) above and the other goods and rights of the person concerned shall, according to their nature, be in accordance with the provisions of the winding-up plan and, failing that, by the provisions laid down in the Civil Procedure Act for the award procedure.

For goods and rights affected by special privileges, the provisions of Article 155.4 shall apply. If these goods are included in the establishments, holdings and any other production units of goods or services belonging to the debtor as a whole, the following rules shall apply:

(a) If the guarantee is transmitted without the guarantee, the privileged creditors shall be the proportional share of the price obtained equivalent to the value of the property or right on which the security has been lodged. Assume the overall value of the company or the production unit transmitted.

If the price to be charged does not reach the value of the guarantee, calculated in accordance with Article 94, it will be necessary for creditors with special privilege to be entitled to express their conformity to the transfer (a) separate implementation, representing at least 75% of the liabilities of this nature affected by the transmission and belonging to the same class, as determined by Article 94.2. In such a case, the part of the value of the security that is not satisfied shall have the credit rating that corresponds to its nature.

If the price to be charged is equal to or greater than the value of the guarantee, the consent of the affected privileged creditors will not be required.

(b) If the collateral is transferred with the guarantee, the acquirer shall not have the consent of the privileged creditor, and the credit of the passive mass shall not be required. The judge shall ensure that the acquirer has the financial soundness and means necessary to assume the obligation which is transmitted.

By exception, the acquirer's subrogation will not take place even if the guarantee is subsisting, in the case of tax and social security credits.

3. In the event of the sale of the whole of the undertaking or of certain production units of the undertaking by auction, a period shall be fixed for the submission of the undertaking's purchase offers, which shall include an item relating to expenditure carried out by the undertaking declared in contest for the functioning of the activity until the final award, as well as the following information:

(a) Identification of the offeror, information on its economic solvency and on the human and technical means at its disposal.

b) Accurate designation of the goods, rights, contracts and licenses or authorizations included in the offer.

c) Price offered, payment arrangements and guarantees provided. In the event of the transfer of goods or rights to credit with special privileges, the offer shall be distinguished between the price that would be offered with subsistence or without subsistence of the guarantees.

d) Incidence of the offer on workers.

If the transfer is made by direct disposal, the acquirer shall include in its offer the content described in this paragraph.

4. Where, as a result of the disposal referred to in Article 1 (1), an economic entity maintains its identity, understood as a set of organised means in order to carry out an essential or ancillary economic activity, be considered, for the purposes of employment and social security, that there is a succession of undertakings. In such a case, the judge may agree that the acquirer shall not be subrogated in the portion of the amount of the wages or indemnities to be paid prior to the disposal which is assumed by the Salarial Guarantee Fund in accordance with the Article 33 of the Staff Regulations. Similarly, in order to ensure the future viability of the activity and the maintenance of employment, the transferee and the workers ' representatives may conclude agreements for the modification of the collective working conditions.

5. In the order of approval of the auction or of the transfer of the goods or rights made either separately, in batch or as part of a company or productive unit, the judge shall agree to the cancellation of all the previous charges a contest lodged in favour of credit claims, other than those which enjoy special privileges under Article 90 and have been transmitted to the acquirer with the subsistence of the charge. '

6. Article 152 (1) and (2) are amended, which are worded as follows:

" 1. Every three months, after the opening of the settlement phase, the insolvency administration shall submit to the competition judge a report on the status of the operations, which shall detail and quantify the appropriations against the mass pending payment, with an indication of their maturities. This report will be revealed in the judicial office and will be communicated by the administration to the creditors of whose electronic address is known. Failure to comply with this obligation may determine the liability provided for in Articles 36 and 37.

2. Within the month following the conclusion of the liquidation of the active mass and, if the sixth section is dealt with, within the month following the notification of the judgment of qualification, the insolvency administration shall submit to the judge of the contest a final report supporting the operations carried out and shall provide reasons inexcusably that there are no viable actions for the reintegration of the active mass or the liability of third parties to be exercised or other goods or rights of the It shall not preclude the conclusion that the debtor maintains the ownership of legally inembargable or market-value goods or whose cost of completion would be manifestly disproportionate to the foreseeable value of the goods.

It will also include full accountability, as provided for in this Act. The insolvency administration shall attach such a report by telematic communication to creditors whose electronic address is known to them. "

7. Article 155 is amended, which is worded as follows:

" 1. The payment of appropriations with special privileges shall be made in respect of the goods and rights concerned, whether they are the subject of separate or collective execution.

2. By way of derogation from the foregoing paragraph, the time limits referred to in Article 56 (1) shall not be allowed to lapse, or the suspension of the execution initiated before the declaration of competition shall be suspended, in accordance with paragraph 2 of that Article. Article, the insolvency administration may communicate to the holders of these credits with special privilege that it chooses to take care of its payment with charge to the mass and without realization of the goods and rights affections. If this option is communicated, the insolvency administration shall immediately satisfy all the repayment periods and the interest due and shall assume the obligation to take care of the successive instalments as claims against the mass and in amounts not exceeding the value of the security, calculated in accordance with the provisions of Article 94. In the event of non-compliance, the goods and rights concerned shall be made to satisfy the claims with special privileges as provided for in paragraph 5.

3. Where the contest is to proceed, even before the liquidation stage, to the disposal of property and rights affected by special privileges, the judge shall, at the request of the court of insolvency and after hearing the proceedings, (a) the person concerned may authorise the person to provide the taxable person with subrogation of the debtor's obligation, which shall be excluded from the passive mass. If it is not authorised in these terms, the price obtained in the disposal shall be used for the payment of the credit with special privilege as provided for in paragraph 5 and, if remaining, for the payment of the other claims.

If the same or right is affected by more than one special privilege credit, the payments will be made in accordance with the temporary priority that for each credit will result from the fulfillment of the requirements and formalities. provided for in their specific legislation for the purpose of their enforceability. The priority for the payment of credits with tacit legal mortgage will be the one that results from the regulation of this.

4. The conduct in any state of the contest of the goods and rights affected by special privilege credits shall be done at auction, unless, at the request of the insolvency administration or the creditor with special privilege within the convention, the Judge authorizes the direct sale or transfer in payment or for payment to the privileged creditor or to the person whom he designates, provided that the special privilege is completely satisfied, or, if necessary, the rest of the credit recognized within the contest with the appropriate rating.

If the performance is effected outside the agreement, the offeror must satisfy a price above the minimum that would have been agreed and with cash payment, except that the owner and the creditor with special privilege would demonstrate it expresses acceptance for a lower price, provided that such realizations are carried out at market value according to the official updated valuation by entity approved for the case of real estate and valuation by specialised entity for movable property.

The judicial authorization and its conditions will be announced with the same publicity that corresponds to the auction of the good and the right affection and if within the ten days following the last of the ads will be presented the highest bidder, the Judge shall open a tender between all bidders and shall agree on the security to be provided.

5. In the case of the holding of goods and rights affected by special privileges provided for in this Article, the privileged creditor shall make his or her the amount resulting from the realization in quantity not exceeding the original debt, the rest, if any, corresponding to the active mass of the contest. "

8. A new paragraph 7 is added to Article 191, with the following wording:

" 7. In the case of the transmission of production units, the specialities provided for in Articles 1414a and 149 shall be taken into account. "

9. A new paragraph 4 is added to Article 191 b, with the following wording:

" 4. In the case of the transmission of production units, the specialities provided for in Articles 1414a and 149 shall be taken into account. "

Three. Changes in the rating field.

1. Article 164 (1) is amended, which is worded as follows:

" 1. The contest shall be qualified as guilty when in the generation or aggravation of the state of insolvency it has been mediated by the debtor or, if he has, his legal representatives and, in the case of a legal person, his or her administrators or liquidators, in fact and in law, general proxies, of those who have had any of these conditions within two years prior to the date of the declaration of the contest, as well as their partners in accordance with the provisions of the Article 165.2. "

2. Article 165 is amended, which is worded as follows:

" Article 165. Presumptions of guilt.

1. The contest is presumed guilty, unless otherwise proved, when the debtor or, where appropriate, his legal representatives, administrators or liquidators:

1. º Huaias unfulfilled the duty to request the declaration of the contest.

2. No breach of the duty of collaboration with the judge of the contest and the insolvency administration or have not provided them with the information necessary or appropriate for the interest of the contest or have not been assisted, by itself or by proxy, to the board of creditors, provided that their participation had been decisive for the adoption of the agreement.

3. º If the debtor was legally obliged to carry out accounting and had not formulated the annual accounts, he would not have submitted them to audit, having to do so, or, once approved, he would not have deposited them in the Trade Register or in the corresponding register, in one of the last three exercises prior to the declaration of competition.

2. The contest is presumed to be guilty, unless proof to the contrary, when the partners or administrators have refused without reasonable cause for the capitalization of credits or an issue of convertible securities or instruments and this would have frustrated the the achievement of a refinancing agreement as provided for in Article 71 (1) (1) or in the fourth or additional provision of an out-of-court settlement of payments. For these purposes, capitalisation is presumed to be due to a reasonable cause when it is declared by a report issued, prior to the debtor's refusal, by independent expert appointed in accordance with the provisions of the Article 71 bis.4 If there is more than one report, the majority of the reports issued shall be the same as such.

In any event, in order for the refusal of approval to determine the guilt of the contest, the proposed agreement must recognize in favor of the debtor's partners a right of preferential acquisition on the shares, holdings, securities or convertible instruments subscribed to by the creditors as a result of the proposed capitalisation or issuance, in the event of subsequent disposal of the same. However, the proposed agreement may exclude the right of preferential acquisition in the transfers made by the creditor to a company of its same group or to any entity, which has as its object the holding and administration of shares in the capital of other entities as such that it is of their group or that is owned by the creditor. In any event, the sale shall be deemed to be in favour of a third party by the creditor himself or by the companies or entities referred to in the preceding paragraph. "

3. Article 167 is amended, which is worded as follows:

" 1. The formation of the sixth section shall be ordered in the same judicial decision approving the agreement, the settlement plan or the settlement of the settlement in accordance with the supplementary legal rules.

By way of derogation from the above paragraph, the training of the qualification section of the contest shall not proceed where the judicial approval of an agreement in which it is established takes place, for all creditors or for those of one or more classes, with the same understanding as for those laid down in Article 94.2, less than one third of the amount of their claims or a waiting period of less than three years, unless it is not fulfilled.

The section will be led with testimony of the court resolution and testimonials of the request for the declaration of contest, the documentation provided by the debtor, the order of the declaration of contest and the administration report.

2. In the event of the reopening of the rating section for non-compliance with the convention, the following shall be done for the purposes of determining the causes of the non-compliance and the responsibilities to which it occurs:

1. If a file order or a qualification has been issued, in the same judgment as the opening of the settlement, the reopening of the section will be ordered, with the result that the liquidation will be opened. incorporation of the above actions and of the resolution itself.

2. In another case, the aforementioned court order will order the formation of a separate part within the qualifying section that will be open, for processing autonomously and in accordance with the rules established in the This Chapter applies to you. "

4. Paragraph 2.1. of Article 172 is amended, which is worded as follows:

" 1. The determination of the persons affected by the qualification, as well as, where appropriate, that of the declared accomplices. In the case of a legal person, administrators or liquidators, in fact or in law, general proxies may be considered persons affected by the qualification, and those who have had any of these conditions within two years prior to the date of the declaration of competition, as well as the partners who had refused without reasonable cause for the capitalisation of claims or an issue of securities or instruments convertible into the terms provided for in Article 165.2, in role of their degree of contribution to the formation of the majority necessary for the rejection of the agreement . If one of the persons concerned is an administrator or a liquidator in fact, the judgment shall state the reasons for the attribution of that condition.

The presumption contained in Article 165.2 shall not apply to administrators who have recommended the recapitalisation based on reasonable grounds, even if it is subsequently rejected by the partners. "

Four. Amendments to the refinancing agreements.

1. Article 5a (4), which is worded as follows, is amended as follows:

" 4. No judicial or extrajudicial executions of goods or rights which are necessary for the continuity of the debtor's professional or business activity may be initiated from the presentation of the communication, until any of the the following circumstances:

(a) The refinancing arrangement provided for in Article 71 bis.1 is formalised;

(b) the providence is dictated by the application for a judicial approval of the refinancing agreement;

c) the extra-court settlement of payments is adopted;

(d) the necessary adhesions have been obtained for the admission to the processing of an advance proposal of a convention;

e) or the contest declaration takes place.

In its communication the debtor will indicate which executions are carried out against his or her estate and which of them will fall on goods deemed necessary for the continuity of his professional or business activity, which will be recorded in the decree by which the judicial secretary has the communication of the file. In the event of a dispute as to the necessary character of the good, the decree before the competent judge may be brought before the contest.

The executions of those goods that are in the process will be suspended by the judge who is aware of them, with the presentation of the resolution of the judicial secretary giving evidence of the communication. The limitations provided for in the first subparagraph of this paragraph shall be lifted if the judge responsible for hearing the contest resolves that the goods or rights affected by the performance are not necessary for the continuity of the competition. professional or business activity and, in any case, after the deadlines set out in the following paragraph.

Neither may be initiated or, where appropriate, the singular, judicial or extrajudicial executions shall be suspended, promoted by the creditors of financial liabilities to which the fourth additional provision relates any other assets or rights of the debtor's assets provided that it is documented that a percentage of not less than 51% of financial liabilities have expressly supported the initiation of negotiations aimed at subscription of the refinancing agreement, committing not to start or continue executions The individual vis-à-vis the debtor is negotiated.

The provisions of the preceding four paragraphs shall not prevent creditors with collateral from exercising real action against the goods and rights on which their security is placed without prejudice to the fact that, after the initiation of the procedure, is paralysed until one of the actions provided for in the first subparagraph of this paragraph has been carried out or the time limit laid down in the following paragraph has elapsed.

There are, in any case, excluded from the provisions contained in this paragraph the implementing procedures which aim to make effective public law credits. "

2. Article 71 (6), which is worded as follows, is amended as follows:

" 6. The exercise of the actions referred to in paragraph 1 shall not prevent the exercise of other proceedings against the debtor who proceed under the law, which may be brought before the judge of the contest, in accordance with the rules of legitimation and procedure. which for those contains Article 72. "

3. Article 71a (1) (1) (b) is amended, which shall be read in the following terms:

" 1. The agreement has been entered into by creditors whose claims represent at least three fifths of the debtor's liability on the date of adoption of the refinancing agreement. For the purposes of calculating that majority of liabilities, it shall be understood that, in agreements subject to a scheme or a trade union agreement, all creditors subject to such agreement shall subscribe to the refinancing agreement when they vote in favour of them. representing at least 75% of the liability affected by the syndication agreement, unless the rules governing the syndication provide for a lower majority, in which case the latter shall apply.

In the case of group agreements, the percentage indicated shall be calculated on an individual basis, in relation to each and every one of the companies concerned, and on a consolidated basis, in relation to the claims of each group or sub-group affected and excluding in both cases from the liability calculation the loans and loans granted by group companies. "

4. Paragraphs 1 and 2 of the fourth additional provision, which are drawn up in the following terms, are amended:

" 1. The refinancing agreement which has been concluded by creditors representing at least 51% of the financial liabilities, together at the time of its adoption, the conditions laid down in point (a) and in paragraph 1 may be approved judicially. Article 71 (1) (b), points 2 and 3, points 2 and 3. Agreements adopted by the majority described above shall not be subject to termination in accordance with paragraph 13. To extend its effects, the majority required in the following paragraphs shall be required.

No account shall be taken, for the purposes of calculating the majorities indicated in this provision, of the financial liabilities held by creditors who have the consideration of a person in particular related to paragraph 2. Article 93, however, may be affected by the approval provided for in this additional provision.

For the purposes of this provision, holders of any financial indebtedness irrespective of whether or not they are subject to financial supervision shall have the consideration of creditors of financial liabilities. Creditors for work credits, creditors for commercial transactions and creditors of public-law liabilities are excluded from such a concept.

In the case of agreements subject to a scheme or a syndication pact, the whole of the creditors subject to such an agreement shall be understood to subscribe to the refinancing agreement when they vote in favour of those who represent at least 75% of the total percent of the liability affected by the syndication agreement, unless the rules governing the syndication establish a lower majority, in which case the latter will apply.

On a voluntary basis, other creditors who are not financial liabilities or public-law liabilities may accede to the refinancing agreement. These accessions shall not be taken into account for the purposes of calculating the majorities provided for in this provision.

2. For the purposes of this provision, the value of the actual guarantee enjoyed by each creditor shall be the value of the nine-tenths of the fair value of the right or right on which the security is lodged, the debts of which are pending a preferential guarantee on the same good, without in any case the value of the guarantee can be less than zero or greater than the value of the credit of the creditor concerned or the value of the maximum mortgage liability or pignoraticia that would have been agreed.

For these unique effects, it is understood by fair value:

(a) In the case of securities which are listed on an official secondary market or on another regulated market or money market instruments, the weighted average price to which they have been traded in one or more markets regulated in the last quarter prior to the start date of the negotiations to reach the refinancing agreement, in accordance with the certification issued by the public secondary market or the regulated market of the in question.

(b) In the case of real estate, the resulting report issued by a valuation company approved and entered in the Special Register of the Banco de España.

(c) In the case of goods other than those referred to in the preceding letters, the resulting report issued by an independent expert in accordance with the principles and valuation rules generally recognised for those goods goods.

The reports provided for in points (b) and (c) shall not be required where such value has been determined by independent expert within six months prior to the date of commencement of the negotiations to achieve the the refinancing agreement, or in the case of cash, current accounts, electronic money or fixed term impositions.

If new circumstances that could significantly modify the fair value of the goods are present, a new independent expert report should be provided.

The designation of the independent expert in the assumptions provided for in this paragraph shall be made in accordance with Article 71 bis.4.

In the event that the guarantee in favour of the same creditor falls on a number of goods, the result of applying the rule of the first paragraph on each of the goods shall be added, without the full value of the guarantees being also not exceed the credit value of the corresponding creditor.

In the case of a guarantee lodged in prodiviviso in favour of two or more creditors, the value of the security corresponding to each creditor shall be that resulting from the application to the total value of the guarantee of the proportion each of them, in accordance with the rules and arrangements governing the prodiviviso, without prejudice to the rules which, where appropriate, result from the application of the syndicated agreements. '

Additional disposition first. Reorganisation measures and insolvency proceedings in situations recommended.

For the purposes of Royal Decree-Law 5/2005 of 11 March 2005 on urgent reforms to boost productivity and improve public procurement, the actions resulting from the application of Article 5a and the Additional provision fourth of Law 22/2003, of July 9, Bankruptcy, will have the consideration of measures of sanitation. The same effects as set out in Chapter II of Title I of that Royal Decree-Law 5/2005 of 11 March 2005 shall apply to such actions.

For the purposes of Law 41/1999, of 12 November, on payment systems and securities settlement, actions arising from the application of Article 5a and the fourth provision of Law 22/2003, 9 July, Consoli, will have the consideration of insolvency proceedings. The effects provided for in Chapter IV of that Law No 41/1999 of 12 November 1999 shall apply to these actions.

Additional provision second. Setting up a telematics access portal.

Within nine months, a Telematics Access Portal will be created in the Public Registry, which will include a relationship between companies in the process of bankruptcy and how much information is needed for them. to facilitate the disposal of all establishments and holdings or production units.

Additional provision third. Commission for the monitoring of refinancing practices and reduction of over-indebtedness.

1. The Commission is hereby set up to monitor the refinancing and conoing practices.

2. The Commission shall be composed of the following permanent members:

(a) Two appointed by the Ministry of Economy and Competitiveness, one of whom will assume the presidency.

(b) Two appointed by the Ministry of Justice, one of whom shall assume the functions of the Secretariat.

c) One appointed by the Ministry of Finance and Public Administrations.

d) One appointed by the Ministry of Employment and Social Security.

e) One appointed by the Ministry of Industry, Energy and Tourism.

f) One appointed by the Banco de España.

g) A judge appointed by the General Council of the Judiciary.

3. The President of the Commission shall, in the light of the matters to be dealt with in the meetings, require, on his own initiative or at the request of any of the members of the committee, the intervention of representatives of other ministerial departments. they may be interested in sectors which are affected by the measures or other persons who, in the light of their technical knowledge or representativeness in the field of work, are considered to be appropriate. In particular, the President shall request the most representative national trade union and business organisations to appoint, respectively, two representatives, who shall be called upon to deal with matters affecting the field. work.

4. The Commission shall have the following tasks assigned:

(a) Track the effectiveness of the measures taken by this Law in the area of bankruptcy and refinancing, as well as debt and debt developments in the private sector and its implications macroeconomic.

(b) Evaluate its implementation and, where appropriate, propose to the government the reforms that should be undertaken to facilitate the restructuring of economically viable enterprises that are either financially viable or insolvency.

(c) Verify compliance with the codes of good practice that may be adopted in the case of refinancing recommended debt.

5. The monitoring committee shall determine its operational rules and shall meet each time it is convened by its chairman, either on his own initiative or at the request of four of its members. It shall also be empowered to establish its own system of calls.

6. The Commission may request, directly or through one of its members, information relating to refinancing and restructuring agreements recommended and any such process as it considers necessary for the proper exercise of that purpose. function.

7. On an annual basis, the Commission shall draw up a report on the outcome of the performance of its tasks to be submitted to the Government and to the Economic and Competitiveness Committee of the Congress of Deputies.

Additional provision fourth. Negotiation in multilateral trading systems of asset-backed securitisation funds to institutional investors.

When securities issued by an asset securitisation fund are directed exclusively to institutional investors, the transfer of such securities may only be made between investors belonging to that category, and only may be subject to negotiation in a multilateral trading system in which the subscription and trading of securities is restricted to qualified investors.

First transient disposition. Transitional arrangements applicable to the procedures for dealing with the entry into force of this Law.

1. The provisions of Articles 1 and 3 of paragraph 4 of the Single Article shall apply to the negotiations provided for in Article 5a, which have not been concluded or where the period of three months has not elapsed since their communication to the Commission. judged.

2. The provisions of paragraphs 3, 4, 5, 8, 9, 15, 16, 17, 19 and 20 of paragraph 1 and in points 2 and 5 of paragraph 2 of the single article shall apply to the procedures in which the text has not been submitted The final report of the insolvency administration.

3. The provisions of Article 7 (7) of the Single Article shall apply to the procedures in which the time limit for the review of the inventory and the list of creditors has not been initiated.

4. The provisions of Articles 13 and 14 of paragraph 1 of the Single Article and Article 3 (3) of the Single Article shall apply to all proceedings in respect of which a proposal for a decision has not been adopted. convention.

5. The provisions of paragraphs 1, 2 and 4 of paragraph 3 of the single article shall apply to procedures in respect of which the sixth section has not been formed.

6. The provisions of paragraphs 1, 3, 4, 6, 8 and 9 of paragraph 2 of the single Article shall apply to the procedures in respect of which the settlement stage has not been initiated.

7. The provisions of paragraph 2, number 7, shall apply to the procedures in which they are dealt with.

8. The provisions of Article 21 (21) of the Single Article shall apply to all administrative contracts which have not been extinguished, irrespective of their date of award, irrespective of the stage in which they are awarded. Conclave procedures.

Similarly, the provisions of paragraph 1 (19) of the single article shall apply to the procedures referred to in the preceding paragraph in which the settlement phase has not been opened.

When in the procedures referred to in this paragraph, the period legally established to present a proposal for a convention would have been precluded but the liquidation phase would not have been opened, or the computation would have been initiated. of that time limit, the Judge of the contest shall give judgment by granting a new deadline for submitting proposals for a convention.

Second transient disposition. Limitation of judicial approval.

To debtors who have concluded the refinancing agreements that have been approved judicially during the year preceding the entry into force of this Law, the limitation of one year provided for in paragraph 12 of the Additional provision, fourth, of Law 22/2003, of July 9, Insolvency, to request a new judicial approval.

Transitional provision third. Arrangements for consigning agreements.

1. The agreed conventions adopted pursuant to the legislation repealing this Law must be fully complied with.

2. In the event of non-compliance within two years of the entry into force of this Law, the debtor or creditors representing at least 30% of the total liabilities existing at the time of the default, calculated in accordance with the final text of the report of the insolvency administration, may request the amendment of the agreement with the application of the measures introduced by this Law. The request shall be accompanied by a proposal for amendment and a feasibility plan.

As long as a modification of the agreement is pending, pursuant to this provision, no creditor will be able to urge the declaration of non-compliance, in the terms of Articles 140 and 142 of the Insolvency Act. In addition, initiated this modification procedure, the previously requested non-compliance declarations would be suspended.

3. The application shall be transferred, as the case may be, to the debtor and to the creditors who have not made it so that within ten days they shall express whether they accept or oppose the proposed amendment.

The debtor or proposing creditors, together with their request for amendment of the agreement or the non-proposers, within five days of the transfer of the proposed amendment, may submit to the Court of opposition to the assessment contained in the final text of the report of the insolvency administration, indicating the current amount and other changes in respect of the remaining creditors and requesting the suspension of the deadline to express their acceptance or opposition to the proposed amendment. The statement of opposition shall be accompanied by the supporting documents of his claim, including, in the case of real guarantees, those provided for in Article 94.5 of the Law on Insolvency.

The judge will agree to suspend the deadline to accept and deal with the opposition as planned for the insolvency incident. If several opposition papers are filed, they may be accumulated by the Judge of the Contest, and they shall be dealt with jointly.

Against the judgment handed down by the Judge setting the present value of the claim in question, no recourse shall be made. In the judgment, the Judge shall agree to lift the time limit to express his acceptance or opposition to the proposed amendment of the convention.

In order to be accepted the amendment, the creditors representing the following majority of liabilities calculated on the basis of the final list of creditors, as amended, as appropriate, shall be joined in accordance with the provisions of the this section:

a) In the case of ordinary creditors:

1. º 60 percent to adopt the measures provided for in article 124.1.a.

2. º 75 percent to adopt the measures provided for in article 124.1.b.

b) In the case of privileged creditors:

1. º 65% of the liability of each class provided for in Article 94.2 for the modification of the measures provided for in point (a) .1. above.

2. º 80% of the liability of each class provided for in Article 94.2, for the modification of the measures provided for in point (a) .2. above.

The computation of the previous majorities shall be calculated in accordance with the provisions of Article 134 (3).

4. The Judge shall give judgment by approving or rejecting the amendment of the Convention within 10 days. It may only approve the amendment when the proposed measures ensure the viability of the project.

If the modification is approved, its effects will be extended to creditors with privileged or ordinary credits that would not have manifested in favor of the same and the subordinated creditors. If it is refused, it shall declare the breach of the agreement with the effects of Article 140 of the Law.

5. The provisions of this provision shall not apply to public creditors, which shall be excluded from the calculation and the majorities provided for in this provision.

Transitional disposition fourth. Transitional arrangements in the implementation procedures.

1. The amendments to Law 1/2000 of 7 January of Civil Procedure, introduced by the third final provision of this Law, will apply to the implementation procedures which have not been completed by the end of their entry into force. the possession of the property to the acquirer as provided for in Article 675 of the Civil Procedure Act.

2. In the implementation procedures in progress before the entry into force of Royal Decree-Law 11/2014 of 5 September 2014, of urgent measures in respect of insolvency proceedings, in which the order of the person referred to in the first subparagraph was issued Article 695 (4) of the Law on Civil Procedure, in the wording given by the Royal Decree-Law, which have not culminated in the possession of the property, the parties executed shall have a new, preclusive period of two years. months to formulate an appeal based on the existence of the grounds of opposition provided for in the Article 557.1 (7) and Article 695.1 (4) of the Law on Civil Procedure. That period shall be counted from the day following the entry into force of this Law.

3. The disclosure of this provision shall be of a full and valid nature for the purposes of notification and calculation of the time-limits provided for in paragraph 2 of this provision, where it is in no case necessary to issue an express decision to the effect.

Repeal provision.

Any provisions of equal or lower rank are repealed as opposed to the provisions of this Law.

Final disposition first. Amendment of the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of 2 July.

One. Article 285 (2) of the Capital Companies Act is amended, with the following wording:

" 2. By way of derogation from the above paragraph, unless otherwise provided for in the statutes, the administrative body shall be competent to change the registered office within the national territory. '

Two. The transitional provision of the recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, is worded as follows:

"The application of the provisions of Article 348 bis of this Law is suspended until 31 December 2016."

Final disposition second. Amendment of Law 9/2012 of 14 November of restructuring and resolution of credit institutions.

A new point (k) is added to Article 36.4 of Law 9/2012 of 14 November of restructuring and resolution of credit institutions, with the following wording:

" k) The credits transmitted to the Company for the Management of the Banking Restructuring will be taken into account, for the purposes of the computation of the majorities indicated in the fourth provision of the Law Bankruptcy, even if the Company for the Management of Assets Processed in the Banking Restructuring had the consideration of a person especially related to the debtor pursuant to Article 93 (2) of the Law of the Bankruptcy. "

Final disposition third. Amendment of Law 1/2000 of 7 January of Civil Procedure.

Article 695 (4) of Law 1/2000, of January 7, of Civil Procedure, is worded as follows:

" 4. An appeal may be brought against

order that orders the execution of the execution, the failure to apply an abusive clause or the dismissal of the opposition for the reason provided for in paragraph 1.4.

Out of these cases, the cars that decide the opposition referred to in this article shall not be subject to any recourse and their effects shall be limited exclusively to the process of execution in which they are issued. "

Final disposition fourth. Amendment of Law 1/2013, of 14 May, of measures to strengthen the protection of mortgage debtors, debt restructuring and social rent.

The additional provision of Law 1/2013, of 14 May, of measures to strengthen the protection of mortgage debtors, debt restructuring and social rent is amended, which is worded as follows:

" Additional disposition first. Social housing fund.

1. The Government is entrusted to promote with the financial sector the constitution of a social fund of houses owned by credit institutions, aimed at providing cover to those persons who have been evicted from their usual housing. for the non-payment of a mortgage loan when the circumstances provided for in Article 1 of this Law are met. This social housing fund shall aim to facilitate access for such persons to tenancies with an income that is assumed on the basis of the income they receive.

2. The scope of coverage of the housing social fund may be extended to persons who are in circumstances of social vulnerability other than those provided for in Article 1 of this Law.

3. Five per cent of the houses which are part of the fund may be allocated to persons who, under the ownership of their usual dwelling and meeting the circumstances set out in the preceding paragraphs, have been evicted for non-payment of loans. non-mortgage. "

Final disposition fifth. Amendment of Law 17/2014 of 30 September adopting urgent measures in the field of refinancing and restructuring of business debt.

The second final provision of Law 17/2014 of 30 September 2014 laying down urgent measures for the refinancing and restructuring of corporate debt is amended, which is worded as follows:

" Final Disposition Second. Amendment of the recast of the Law on Corporate Tax, approved by the Royal Legislative Decree 4/2004 of 5 March 2004.

With effect for the tax periods to be concluded from the entry into force of Royal Decree-Law 4/2014 of 7 March, adopting urgent measures in the area of refinancing and restructuring of debt The following amendments are made to the recast text of the Companies Tax Law, approved by Royal Decree-Law 4/2004 of 5 March 2004:

One. A paragraph is added at the end of Article 15 (1), with the following wording:

"Capital increase operations by credit compensation shall be assessed fiscally for the amount of such increase from the market point of view, irrespective of the accounting valuation."

Two. Article 15 (2) (b) is amended, which is worded as follows:

"(b) The contributions to institutions and the securities received in consideration, except in the case provided for in the last subparagraph of the previous paragraph."

Three. The first subparagraph of Article 15 (3) is amended, which is worded as follows:

" 3. In the cases referred to in points (a), (b), (c) and (d), the transmitting entity shall, in its taxable amount, integrate the difference between the normal market value of the transmitted elements and their book value. However, in the case of an increase in capital in respect of claims, the transmitting entity shall, in its taxable amount, integrate the difference between the amount of the capital increase, in the proportion that corresponds to it, and the tax value of the capitalized credit. "

Four. A paragraph 14 is added to Article 19, which is worded as follows:

" 14. The income corresponding to the accounting record of the quitas and waits as a result of the application of Law 22/2003, of July 9, Consursal, will be imputed in the taxable base of the debtor as it proceeds to record with subsequent financial expenses derivatives of the same debt and up to the limit of that income.

However, in the event that the amount of income referred to in the preceding paragraph is higher than the total amount of financial expenditure to be recorded, derived from the same debt, the imputation of that at the base taxable shall be made in proportion to the financial costs recorded in each tax period in respect of the total financial expenditure to be recorded for the same debt. ""

Final disposition sixth. Amendment of Law 14/2014, of 24 July, of Maritime Navigation.

One. It is proposed to add two new paragraphs to Article 69 (3) of Law 14/2014, of 24 July, of Maritime Navigation, with the following wording:

" The registration of the vessel under construction may be effected by submitting a certified copy of its registration or seat, issued by the Commander of the Navy of the province in which it is registered or by virtue of any of the the documents of Article 73.

To this effect, the owner shall present in the Register an application, accompanied by a certification issued by the manufacturer, in which the state of construction of the vessel, the length of its keel and the other dimensions of the ship are recorded, the likely tonnage and displacements, the quality of the vessel, the place of construction and the expression of the materials to be used, the cost of the hull and the plane of the same vessel. '

Two. Article 109 of Law 14/2014, of 24 July, of Maritime Navigation, is amended in the following terms:

" Article 109. Form of contract.

The shipbuilding contract must be entered in writing and for registration in the Register of Furniture Goods shall be raised to public deed or in any of the other documents provided for in Article 73. "

Three. Article 118 of Law 14/2014, of 24 July, of Maritime Navigation, is amended as follows:

" Article 118. Form, acquisition of ownership and effectiveness against third parties.

1. The contract for the purchase of a vessel shall be in writing.

2. The buyer acquires ownership of the ship by delivery.

3. In order for it to take effect against third parties, it must be entered in the Register of Furniture, formalised in public deed or in any of the other documents provided for in Article 73.

4. In cases where the parties intend to raise the contract to a public deed or to grant it in any of the other documents provided for in Article 73, prior to its protocol, the notary or consul shall obtain from the Registry Furniture the timely information on the situation of domain and charges, in the form and by the means that they regulate are established. "

Four. Article 128 of Law 14/2014, of 24 July, of Maritime Navigation, is amended in the following terms:

" Article 128. Constitution of the mortgage.

In order for the naval mortgage to be validly constituted, it may be granted in public deed, in the form of a notary or private document, and must be entered in the Register of Furniture. "

Final disposition seventh. Declaration of general interest for improvements in rural infrastructure and other infrastructure.

The work of rural infrastructure improvements and the implementation of other infrastructure are declared in the general interest.

Rural infrastructure improvement works at:

Castilla y León:

-Improvement of access to the Caderecha Valley (Burgos).

-Improvement of the road from Brandilanes to Moveros de Alite (Zamora).

-Improvement of the path of Matilla from Arzon to Pobladura del Valle (Zamora).

Catalonia:

-Improvement of roads in the province of Lleida. Municipal terms: Bassella, Castellsera, Sant Guim de Freixenet, Sant Ramón.

Other infrastructures.

Natural road works at:

Andalusia:

-Camino natural de Lucainena de las Torres-Aguagbita (Almería).

-Natural path of Guadix-Almendricos (Almería).

Aragon:

-The natural path of Teruel-Utrillas-Zaragoza.

Balearic Islands:

-Conditioning and improving the Cami de Cavalls. Phase IV (Menorca).

Canary Islands:

-The natural perimeter path of Lanzarote.

-The natural perimeter path of Fuerteventura.

Castilla-La Mancha:

-Adequation of paths to the Natural Path of the Jara (Toledo).

-Natural way to the Wetlands of La Mancha (Toledo, Ciudad Real and Cuenca).

Castilla y León:

-The natural path of the Conquest (Leon).

-The natural path of the FC Segovia-Medina del Campo. Segovia-Olmedo section. Phase III (Segovia and Valladolid).

-Natural route linking the Romanesque Palentino and the Senda del Duero (train stretch Burra-Palencia).

Valencia Community:

-Natural path of the Turia-Cabriel. Tranche Seven Aguas-Cabriel (Valencia)

-The natural path of the old FC between Alcira and Benifairo (Valencia)

Extremadura:

-Improvement of the natural path of the Guadiana (Badajoz).

Murcia Region:

-Recovery of the route on the natural path of the Northwest (Murcia).

Navarra:

-Natural Path of the southern Pazaola-vertiente of the Pyrenees.

Multiple Autonomous Communities:

-The natural path of the Basque-Navarro railway (Alava and Navarra).

-Camino natural del Cantabrian (Galicia, Asturias, Cantabria, Basque Country).

-Route of the Silver Route (Castilla y León and Extremadura).

-Natural path of Santander-Mediterraneo (Castilla y León and Aragón).

-Natural path of the old railway line Puente Genil-Baeza-Utiel (Castilla-La Mancha and Andalusia).

-Natural path of the Royal Canadian Western Soriana (Castilla y León and Extremadura).

-Natural path of the Júcar (Castilla-La Mancha and Comunidad Valenciana).

-Natural path of the Matarrana-Algars (Aragon and Catalonia).

On the other hand, it is proposed in the general interest to maintain the natural roads promoted and executed by the Ministry.

Final disposition octave. Enablement to approve a recast text of Law 22/2003, dated July 9, Bankruptcy.

In order to consolidate in a single text the modifications incorporated since its entry into force, to Law 22/2003, of 9 July, the Government is authorized to prepare and approve, on the proposal of the Ministers of Justice and of Economy and Competitiveness, within twelve months to count since the entry into force of this Law, a recast text of the aforementioned norm. This authorisation includes the right to regularise, clarify and harmonise legal texts to be recast.

Final disposition ninth. Competence title.

1. The amendment of Law 22/2003, of July 9, Consolute, contained in the sole article of this Law is dictated by the provisions of article 149.1.6. of the Constitution, which attributes to the State exclusive competence in matters of commercial law and procedural law, without prejudice to the necessary specialties which in this order derive from the particularities of the substantive law of the Autonomous Communities.

2. The first-to-fourth provisions are laid down in the framework of Article 149.1.6. the second and the 13th, which attribute to the State exclusive competence in matters of commercial law, credit management, banking and insurance and bases and coordination of the overall planning of economic activity.

3. The other amendments to legal texts contained in the final provisions of the first to fifth of this Law shall be subject to the title of the jurisdiction laid down in the rule to be amended.

Final disposition tenth. Entry into force.

This Law will enter into force on the day following its publication in the "Official State Gazette".

Therefore,

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

Madrid, 25 May 2015.

FELIPE R.

The President of the Government,

MARIANO RAJOY BREY