The document provides an overview and summary of the key changes and innovations introduced by the new Capital Company Act in Spain. Some of the major changes include consolidating previous laws governing corporations, limited liability companies, and joint stock companies into a single law. The new law also harmonizes and standardizes provisions across different company types, expands directors' duties, and creates a new title specifically governing listed companies. The changes aim to bring more clarity and consistency to Spanish commercial company law.
The Companies Act 71 of 2008, as amended by the
Companies Amendment Act 3 of 2011, and the
Companies Regulations 2011 came into effect on
1 May 2011.
The Act replaces the 1973 Companies Act . Some of the
provisions relating to the winding-up of insolvent companies in
the 1973 Companies Act will continue to apply until alternative
legislation has been brought into force to deal with the
winding-up of insolvent companies. Also any investigation by
the Minister or the Registrar of Companies under the 1973
Companies Act may be continued.
For the most part, however, the Act contains new
provisions to which companies are required to adhere to
from 1 May 2011. There are certain exceptions set out in
Schedule 5 which deal with transitional arrangements to
facilitate the transition from the 1973 Companies Act to
the Act.
This booklet has been prepared taking into account
the Act and Regulations as at 1 May 2011.
Compiled by KPMG.
This booklet is made to offer you support in managing the inevitable complications created in the aftermath of the economic crisis but to also give you solid arguments for a better business development in Romania.
Florentin Tuca, Managing Partner, Tuca Zbarcea & Asociatii
The Companies Act 2014 has been signed into law and is expected to become operative in June 2015. Now that the terms of this new law are settled, we are advising clients to consider the Act’s impact on their future business and transactions.
The Act consolidates and modernises Irish company law and is expected to make it easier for companies to do business in and through Ireland. Matheson has been actively involved in the 14 year progression of this legislation which has been led primarily by the work of the Company Law Review Group (of which a Matheson partner is a member).
The principal changes under the Act relate to the private company limited by shares (the “private company”), which is the most common type of company in Ireland. Going forward, there will be two types of private company, which will replace the existing single form. These will be: (i) a private company limited by shares (“LTD”); and (ii) a designated activity company (“DAC”). These are explained in more detail below. Under the Act, all existing private companies will be required to convert to either an LTD or a DAC.
“Better Business in Romania” compiles important pieces of information regarding the legislative climate applicable to investments in various areas of interest, starting from Corporate Law (aspects concerning the setting-up, management, acquisition, merger, and dissolution of a company), Real Estate, Creditor and Debtor Disputes, Employment, Public Contracts, Competition, Energy, Capital Market, Financial Institutions, Intellectual Property, Pharmaceuticals, Environmental law, Product Liability and Consumer Contracts, Insolvency, as well as Criminal Law and Taxation.
For the first time, a dedicated chapter on Personal Data Protection was added to the table of contents.
“Better Business in Romania” is made to offer foreign investors looking for investment opportunities in Romania a preliminary account of the legal framework in Romania. The information and opinions herein should not be treated as a comprehensive study and should not be construed or used as substitute for specific legal advice.
The Companies Act 71 of 2008, as amended by the
Companies Amendment Act 3 of 2011, and the
Companies Regulations 2011 came into effect on
1 May 2011.
The Act replaces the 1973 Companies Act . Some of the
provisions relating to the winding-up of insolvent companies in
the 1973 Companies Act will continue to apply until alternative
legislation has been brought into force to deal with the
winding-up of insolvent companies. Also any investigation by
the Minister or the Registrar of Companies under the 1973
Companies Act may be continued.
For the most part, however, the Act contains new
provisions to which companies are required to adhere to
from 1 May 2011. There are certain exceptions set out in
Schedule 5 which deal with transitional arrangements to
facilitate the transition from the 1973 Companies Act to
the Act.
This booklet has been prepared taking into account
the Act and Regulations as at 1 May 2011.
Compiled by KPMG.
This booklet is made to offer you support in managing the inevitable complications created in the aftermath of the economic crisis but to also give you solid arguments for a better business development in Romania.
Florentin Tuca, Managing Partner, Tuca Zbarcea & Asociatii
The Companies Act 2014 has been signed into law and is expected to become operative in June 2015. Now that the terms of this new law are settled, we are advising clients to consider the Act’s impact on their future business and transactions.
The Act consolidates and modernises Irish company law and is expected to make it easier for companies to do business in and through Ireland. Matheson has been actively involved in the 14 year progression of this legislation which has been led primarily by the work of the Company Law Review Group (of which a Matheson partner is a member).
The principal changes under the Act relate to the private company limited by shares (the “private company”), which is the most common type of company in Ireland. Going forward, there will be two types of private company, which will replace the existing single form. These will be: (i) a private company limited by shares (“LTD”); and (ii) a designated activity company (“DAC”). These are explained in more detail below. Under the Act, all existing private companies will be required to convert to either an LTD or a DAC.
“Better Business in Romania” compiles important pieces of information regarding the legislative climate applicable to investments in various areas of interest, starting from Corporate Law (aspects concerning the setting-up, management, acquisition, merger, and dissolution of a company), Real Estate, Creditor and Debtor Disputes, Employment, Public Contracts, Competition, Energy, Capital Market, Financial Institutions, Intellectual Property, Pharmaceuticals, Environmental law, Product Liability and Consumer Contracts, Insolvency, as well as Criminal Law and Taxation.
For the first time, a dedicated chapter on Personal Data Protection was added to the table of contents.
“Better Business in Romania” is made to offer foreign investors looking for investment opportunities in Romania a preliminary account of the legal framework in Romania. The information and opinions herein should not be treated as a comprehensive study and should not be construed or used as substitute for specific legal advice.
Abstract: If you are going to start a new business or already involved in a business organization, there are number of different ways to structure a new business organization. The most common types are sole proprietorships, Partnerships, and company form of organization. The new concept, new form of organization LLP introduced in India from 2008 called as – Limited Liability Partnership Act, 2008.
The main types of companies in Poland are Partnerships (Registered Partnership, Professional Partnership, Limited Partnership, Limited Joint-Stock Partnership) and Capital companies (Limited Liability Company, Joint-Stock Company). There are also 2 other alternatives (Branch and Sole Proprietorship), but special conditions apply.
Find out all details about each of these forms of business in our 2017 Guide: Company Formation in Poland!
The main types of companies in Poland are Partnerships (Registered Partnership, Professional Partnership, Limited Partnership, Limited Joint-Stock Partnership) and Capital companies (Limited Liability Company, Joint-Stock Company). There are also 2 other alternatives (Branch and Sole Proprietorship), but special conditions apply.
Find out all details about each of these forms of business in our 2018 Guide: “Company Formation in Poland (PDF)”, or read more below:
In this report we discuss about Business law and their types. We briefly discuss about the one type that is “Competition Law”. Competition law addresses behavior that reduces, restricts, prevents or distorts competition. In the absence of competition law, businesses may engage in anti-competitive and unfair practices to oust their competitors rather than competing on a legitimate basis such as quality improvements in their products.
The task of this paper is to provide information and analysis on the legal framework of privatisation and corporate governance in Poland and on secondary privatisation processes in Polish privatised enterprises, i.e. changes in ownership structure which are taking place after privatisation. The role of regulatory framework in secondary privatisation processes is also shown (besides a number of economic, social, gnoseological, and other factors).
Authored by: Piotr Kozarzewski
Published in 2003
Abstract: If you are going to start a new business or already involved in a business organization, there are number of different ways to structure a new business organization. The most common types are sole proprietorships, Partnerships, and company form of organization. The new concept, new form of organization LLP introduced in India from 2008 called as – Limited Liability Partnership Act, 2008.
The main types of companies in Poland are Partnerships (Registered Partnership, Professional Partnership, Limited Partnership, Limited Joint-Stock Partnership) and Capital companies (Limited Liability Company, Joint-Stock Company). There are also 2 other alternatives (Branch and Sole Proprietorship), but special conditions apply.
Find out all details about each of these forms of business in our 2017 Guide: Company Formation in Poland!
The main types of companies in Poland are Partnerships (Registered Partnership, Professional Partnership, Limited Partnership, Limited Joint-Stock Partnership) and Capital companies (Limited Liability Company, Joint-Stock Company). There are also 2 other alternatives (Branch and Sole Proprietorship), but special conditions apply.
Find out all details about each of these forms of business in our 2018 Guide: “Company Formation in Poland (PDF)”, or read more below:
In this report we discuss about Business law and their types. We briefly discuss about the one type that is “Competition Law”. Competition law addresses behavior that reduces, restricts, prevents or distorts competition. In the absence of competition law, businesses may engage in anti-competitive and unfair practices to oust their competitors rather than competing on a legitimate basis such as quality improvements in their products.
The task of this paper is to provide information and analysis on the legal framework of privatisation and corporate governance in Poland and on secondary privatisation processes in Polish privatised enterprises, i.e. changes in ownership structure which are taking place after privatisation. The role of regulatory framework in secondary privatisation processes is also shown (besides a number of economic, social, gnoseological, and other factors).
Authored by: Piotr Kozarzewski
Published in 2003
e eBook Collection455Part The Regulatory Landscape for Bus.docxsagarlesley
e eBook Collection
455
Part
>> The Regulatory Landscape for Business
Part Four of this text focuses on some of
the most important questions being discussed
today. Is there a limit to the federal
government’s power to regulate our lives? Are
there any areas of regulation over which state
and local governments have the right to control
to the exclusion of the federal government? To
what degree are persons and business organizations
free from governmental regulation?
The economic troubles that began in August
2008 continue to have substantial implications
for individuals and business. These recent events
involve a number of developments in the area
of government regulations of business activities.
The next five chapters describe and discuss some
of the most critical elements of this regulatory
environment.
Chapter 15 is a new chapter in this edition.
In this chapter, you will learn about the many
interpretations of the Commerce Clause in the
United States Constitution. Historically, decisions
involving this Clause have played a major part in
defining how business works in the United States.
Its relevance is no less important during this current
period as the Commerce Clause is the focus
of the court challenges to the Affordable Care
Act. This clause has a rich history of empowering
the federal government’s authority and restricting
state and local governments’ authority to regulate
business. Although the Commerce Clause
defines our regulatory environment, understanding
the role of administrative agencies in carrying
out the governments’ actions is critical. Chapter 15
also presents information about the workings of
these regulatory organizations.
Chapter 16 illustrates why the Sherman Act
and other antitrust laws remain important in
the early years of the 21st Century. The regulation
of business activities to ensure a competitive
environment is now over 100 years old—the
Sherman Antitrust Act became law in 1890—yet
it continues to be of critical significance. From
the market dominance of Microsoft to Apple to
Google, the regulatory environment attempts to
find the right balance of restrictive and free market
principles to ensure workable competition in
international marketplaces.
We know the regulation of the securities
industry began as an attempt to help the United
States emerge from the Great Depression in the
1930s. One of the commonplace responses to
economic troubles caused by business excesses
has been further regulation of financial institutions
and securities firms and exchanges. The
accounting scandals involving Enron, WorldCom,
and many other major companies produced the
Congressional response called Sarbanes-Oxley.
The more recent economic crises resulted in the
Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010. Chapter 17 provides
details on the history that lead to securities regulations
and financial reforms.
Another critically important area of regulations
concerns how individuals are protected
FOUR
456
from vario ...
Interpretation of statues: Meaning, object & types.legalpuja22
Introduction to Statutory Interpretation
Definition: Statutory interpretation refers to the process of interpreting and applying statutes or laws enacted by legislative bodies.
Importance: It helps in understanding the meaning and purpose behind laws, resolving ambiguities, and ensuring fair and just application of legislation.
Meaning of Statute
A statute is a formal written enactment of a legislative body, which may be national, regional, or local in scope.
Statutes can encompass a wide range of subjects, from criminal law to tax regulations to civil rights.
Object of Statutory Interpretation
The primary object of statutory interpretation is to ascertain and give effect to the intention of the legislature.
This involves understanding the purpose and objectives behind the enactment of a statute.
Reason for Statutory Interpretation
Ambiguity: Statutes may contain ambiguous language or concepts that require interpretation.
Evolution: Societal norms and values evolve over time, necessitating reinterpretation of existing laws.
Advances in technology and globalization may also require reinterpretation of statutes.
Nature of Statutory Interpretation
Dynamic Process: Statutory interpretation is not static; it evolves with changing circumstances and societal values.
Judicial Discretion: Courts have discretion in interpreting statutes, but must do so within the framework of established legal principles.
Scope of Interpretation
Literal Interpretation: Interpreting statutes based solely on the literal meaning of the words used.
Purposive Interpretation: Focusing on the purpose and objectives behind the enactment of a statute.
Contextual Interpretation: Considering the broader context, including legislative history and societal norms.
Types of Statutes
Codifying Statutes: Consolidate and organize existing laws on a particular subject into a single statute.
Example: The Indian Penal Code, 1860, which consolidates laws related to criminal offenses in India.
Consolidating Statutes: Combine various statutes or parts of statutes related to a specific subject into one comprehensive statute.
Example: The Code of Civil Procedure, 1908, which consolidates laws related to civil procedure in Indian courts.
Declaratory Statutes: Clarify existing laws or legal principles without making substantive changes.
Example: The Hindu Succession (Amendment) Act, 2005, which clarified the rights of Hindu women in matters of inheritance.
Remedial Statutes: Provide mechanisms for addressing legal disputes and enforcing rights.
Example: The Consumer Protection Act, 2019, which provides remedies for consumers against unfair trade practices.
Enabling Statutes: Empower government agencies to create regulations within specified areas.
Example: The Reserve Bank of India Act, 1934, which empowers the Reserve Bank of India to regulate the banking sector in India.
Disabling Statutes: Restrict or prohibit certain actions or behaviors.
The functioning of the European Union is very complex and complicated. The branch of law which regulates the function of European Union is called Law of the European Union and as main sources have the treaties, directives, regulations and other similar documents issued by the institutions of the EU.
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Event Report - SAP Sapphire 2024 Orlando - lots of innovation and old challengesHolger Mueller
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1. Capital Company Act
A short essay in Spanish New legislation
on Commercial companies
English
Version
2. Pag e |2
Index
Bibliography ........................................................................ 3
Explanatory Memorandum .................................................. 4
Introduction. Legislator’s targets ......................................... 5
Capital Company Act. What’s new? ..................................... 7
Remarkable issues ............................................................... 9
3. Pag e |3
Bibliography
J&A GARRIGUES S.L.P. Folleto de novedades en Derecho Mercantil. La Ley de
Sociedades de Capital, Madrid: J&A Garrigues S.L.P., 2010.
JOSÉ ÁNGEL GARCÍA VALDECASAS Aproximación al Texto Refundido de la Ley de
Sociedades de Capital, Madrid: Notariosyregistradores.com, 2010.
ADOLFO SORIA Ley de Sociedades de Capital, Madrid: Diariojuridico.com, 2010.
REAL DECRETO LEGISLATIVO 1/2010, DE 2 DE JULIO, POR EL QUE SE APRUEBA EL TEXTO
REFUNDIDO DE LA L EY DE SOCIEDADES DE CAPITAL. Madrid: BOE de 3 de julio de
2010.
4. Pag e |4
Explanatory memorandum
This research aims to explore the major changes and innovations that have led to the
promulgation of the Capital Company Act. The current framework for change that is living
company law in Spain, driven largely by the legislative activity of the European Union
institutions and government bodies, is
faithfully reflected in the consolidation of all
the old company acts in only one.
With more systematized than innovative
spirit, the Capital Company Act was created
with a provisional basis, waiting for the
expected enactment of more comprehensive
legal texts as a Code of Corporate Law, or even
a new Trade or Commercial Code.
The current regulatory dispersion caused by the legislative activity of the Autonomous
Communities, is endangering the consistency and unity of the Spanish market. The
enactment of laws such as those quoted above, is one possible solution to this problem.
5. Pag e |5
Introduction. Legislator’s targets.
The Spanish Official Gazette of July 3, 2010, published the Consolidated Text of the
Capital Companies Law –Texto Refundido de la Ley de Sociedades de Capital- (hereinafter
TRLSC), approved by Royal Decree 1 / 2010, enacted under the 7th Final Provision of Law
3/2010 of April 3, 2010, on Structural Modifications of the Capital Companies Law –Ley
sobre modificaciones estructurales de las sociedades mercantiles- (LME), which granted the
Government an authorization to recast in a single text, entitled Capital Companies Act –Ley
de Sociedades de Capital-, the laws governing capital corporations, regularizing, clarifying
and harmonizing the following legal texts:
Section IV, Title I, Book II, of the Commercial Code of 1885 –Código de Comercio de
1885- relating to companies limited by shares.
The Royal Decree 1564/1989 of 22 December, approving the Consolidated text on
Corporations Law (TRLSA) –Texto Refundido de la Ley de Sociedades Anónimas-.
Law 2 / 1995 of March 23, on Limited Liability Companies (LSRL) –Ley de Sociedades
de Responsabilidad Limitada-.
Title X of Law 24/1988 of 28 July on Regulation of the Securities Market Law –Ley del
Mercado de Valores-, on listed companies.
6. Pag e |6
As a result, the new TRLSC supersedes the following provisions:
Articles 151 to 157 of the Commercial Code of 1885, relating to the companies
limited by shares.
The Consolidated Text of the Companies Law approved by Legislative Royal Decree
(RDL) 1564/1989 of 22 December.
Law 2/1995 of March 23 on Limited Liability Companies Law.
Articles 111 to 117 of Law 24/1988, of July 28, on Regulation of the Securities Market
Law, with the exception of paragraphs 2 and 3 of art. 114 and Art. 116 and 116 bis.
The TRLSC entered into force on September 1, 2010, with the exception of art. 515, which
will do so on July 1, 2011.
7. Pag e |7
Capital Company Act. What’s new?
As noted in their Preliminary recitals, the TRLSC "must be the result of the adjustment,
clarification and harmonization" of the different legal texts regulating capital companies, and
cannot therefore be limited to a mere
recasting transcription of articles. Accordingly,
the purposes of the rule have been:
Impose order, sometimes modifying
the scheme while it has tried to reduce
the imperfections of the normative
propositions.
Clarify and eliminate, as far as possible,
questions of interpretation that could
raise legal texts by determining the exact scope of the rules.
Suppress differences of legal expression, unifying and updating the terminology and
how to proceed with a major extension rules of solutions which originally affected a
single social type, which avoids going to referrals and in some cases, through analogy
when there is identity of reason.
In the TRLSC is intended to achieve a generalization of the existing rules for a particular
social type to all capital companies, provided it has been appreciated identity of reason.
Thus, cases that were previously covered for a particular social type (corporations, limited
8. Pag e |8
liability companies or companies limited by shares) now are regulated either for any of
them. And when they have tried to establish differences or to provide different solutions in
response to the corporate form, it is stated explicitly.
However, it should be noted that fall outside the scope of the recast operated by the
TRLSC, the rules included in the LME which while affecting corporations, also refer to other
societies, "societies of individuals" , so its inclusion in the new revised text might have
caused some inconsistencies.
Finally, it is noteworthy that the TRLSC has been enacted on an interim basis. On the
one hand, be warned by the legislature of the need to address short-term significant reforms
of the matter, with the revision of some traditional legal solutions, with the expansion of the
dynamics of the fiduciary duties of directors, with a more detailed regulation of listed
companies and the creation of a substantive law on corporate groups. On the other hand,
we see the desire that all of the general law of commercial companies, including those
applicable to partnerships, is contained in a legal body unit.
9. Pag e |9
Remarkable issues
As noted, the TRLSC does not intend, nor the Government was entitled to it, be
innovative in including legal remedies other than those that existed in the different rules
governing corporations, limited liability companies or companies limited by shares. Thus,
most "innovations" consists in the extrapolation which has been made of the different rules
that exist to date, so that, what once could lead to analogical interpretations of the law, due
to a lack of specific regulation, and therefore, generate doubt if it really was to assumptions
with identity of reason, now it is resolved because the most of the cases are specifically
regulated.
Here are some things that most, though not novel, strictly speaking, we consider
noteworthy.
General provisions
Is created a new legal category of "Capital Company", which includes corporations,
Limited Liability Company and companies limited by shares.
10. P a g e | 10
The minimum capital to establish a corporation is 60,000 Euros, and 3,000 Euros for
limited liability companies. Previously, the minimum capital required was slightly higher,
because when it was practiced the conversion of Pesetas (Pta.) to Euros (€), the resulting
amounts had decimals, which has now seen fit to remove.
In the TRLSC is includes an explicit definition of Corporate Groups, by reference to
Article 42 of the Commercial Code, defining "Holding Company" as one who holds or may
have direct or indirect control of another or others. This definition applies throughout the
TRLSC.
Shares
Partner's rights, traditionally covered in corporations, are from now regulated under
the same conditions for the rest of the corporations.
In regard to the transfer of shares, section 107.3 of the TRLSC is expressly prohibited
that the Company Bylaws confer the auditor of the company the ability of setting the value
of the shares transferred.
Business in own shares
Regarding of indirect treasury stock matters (subscription or purchase of own shares
through a subsidiary company), in the TRLSC is clarified that in the event that a parent
Company and the subsidiary company, owner of the shares of their Parent Company, were
of different nature (for example, one is a corporation and the other is a limited liability
company), it must be applied the rules of the subsidiary company.
Moreover, under an international scope, it becomes clear that the point of connection
is the parent company, so that while if it is Spanish, it must be applied the Capital Companies
Act, although the subsidiary company which have made the acquisition is foreign.
General Meetings
This is one of the areas where the TRLSC has put more emphasis on their desire to
harmonize the provisions, so far applied to different social types, extending those rules
provided for a single type of society, to all classes of capital companies.
11. P a g e | 11
Examples of this could be:
Extension to limited liability companies of the two different kind of General Meetings
(regular/extraordinary).
The application for limited companies of the system of judicial notice previously
expected for limited liability companies.
The systematic enumeration, for corporations, of the
business competence of the general meeting which
were previously only provided for limited liability
companies.
The obligation of managers of Limited liability
companies to attend general meetings (expressly
provided for corporations only before the TRLSC).
In terms of challenges to agreements, now is authorized, whenever possible, that the
judge allow the defendant company to remedy the cause of objection.
The management of the company
The TRLSC brings the legal regime applicable to the board of limited liability
companies, strengthening the rules that were previously applicable to corporations and
limited liability companies, marking in any case, the remaining differences.
In general, when the remuneration of the directors have no basis of a profit-sharing,
such remuneration shall be fixed for each year by agreement of the general meeting in
accordance with the provisions of the bylaws.
In TRLSC is explicitly recognized in the TRLSC the possibility of appointing alternate
directors in the corporation, so far only contained in Rule 146 of the Companies Registry.
It is rearranged and unified the duties of directors for all types of companies,
expanding the limited liability companies the duties hitherto existing on corporations. In the
TRLSC there isn’t any reference to the duty of fidelity, which is subsumed in the duty of
loyalty, and will be consolidated into a single concept of conflict of interest cases so far
referred to in paragraphs 3 (conflict of interest) and 4 (participation and positions entities
with similar or complementary targets) of Article 127ter of the Capital Companies Act.
With the new TRLSC is obliged to include in the memory of all limited liability
companies:
12. P a g e | 12
Any conflict, direct or indirect, of directors with the interests of the Company.
The direct or indirect, both managers, as persons linked to them, could take into the
capital of companies with similar or complementary activity that constitutes the
corporate purpose as provided for corporations.
Amendment of Capital Companies’ Bylaws
With the TRLSC, It has been extended to limited liability companies the information
rights of members in the bylaw amendments currently provided on corporations: with the
TRLSC, partners will have the same rights as shareholders of a corporation to request the
delivery or free shipping documents relating to such modifications.
In the area of the capital
increase operations against
reserves, is now required for
limited liability companies the
auditor verification of balance as a
basis for the operation, as required
for corporations.
It is taking away the right of
preferential capital gains in non-
cash contributions in limited
liability companies, thus equating
the system of preferential taking pre-emptive corporations after the amendment made by
the LME.
Reductions are allowed for capital formation or expansion of the legal reserve or
voluntary reserves in limited liability companies (with the current system, they could only
reduce capital corporations such purposes).
Between the balance sheet date and the capital reduction agreement, in case of
reduction of capital to offset losses or to provide legal reserve may not take more than 6
months (this time requirement is applied only to limited liability companies).
If a limited liability company wants to pay dividends once reduced the capital, it will be
required that the legal reserve reaches, at least, 10% of new capital. To date, this restriction
operated only for corporations.
13. P a g e | 13
Corporate breakup
For the first time is provided for, in Article 347 TRLSC, the possibility that in joint stock
companies and in companies limited by shares, the bylaws may provide other causes of
breakup than those provided in the Act.
With the TRLSC is also applied to corporations, the legal reasons for breakup that
existed in limited liability companies, so the number of corporate breakup situations, in the
case of corporations and companies limited by shares, has been expanded. According to the
State Council, the Government has exceeded its empowerment rules to allow these other
causes of corporate breakup.
As regards the valuation of stocks and shares, in case of separation and exclusion of
members, is generalized to all capital companies, the system provided before only for
limited liability companies.
Dissolution and liquidation
Is generalized and unifies for all capital companies the system that existed in these
matters. Thus, extending to corporations the system of dissolution and liquidation of the
existing limited liability companies as regards:
The need for a full report on the process of liquidation and a proposed division of the
resulting asset,
Deadlines for contesting the resolutions approving the settlement,
And the system applicable to extraordinary assets and liabilities
Listed companies
The TRLSC creates a specific title on
the listed company, whose system was
far basically in the title X of the Securities
Market Law. Since the entry into force of
the TRLSC, the corporate aspects of such
companies are governed in Title XIV while
those aspects related to the condition
that these companies are issuers of
securities admitted to trading on
regulated markets remain in the
Securities Market Law.
14. P a g e | 14
Is Introduced the inability of the bylaws to alter the obligation of preferential
dividend distribution if any distributable profits.
Article 499 of the TRLSC states that the legal system of preferential dividend of
preference shares issued by listed companies will be established by non-voting
shares in Section 2 of Chapter II of Title IV. The State Council believes that this
reference is incorrect and should be made to Section 1 of Chapter II of Title IV, where
are regulated preference shares are entitled to a dividend.
Regarding non-voting shares, the TRLSC does not seem to have picked up the
flexibility that the Corporations Law gave listed companies regarding the possibility of
regulating the statutory recovery of the right to vote in case of a failure of the
dividend minimum and cumulative or not the same may be an error in the
consolidation.
It is established the obligation of disclosure by the National Securities Market
Commission, the rules of the general meeting of shareholders and the board rules,
once enrolled in the Registry.
It also have been incorporated into the TRLSC, the recent amendments to the
Companies Act and Securities Market Act, approved by Law 12/2010 of reform of the
Audit Act and in particular the rules on the forums and shareholders associations,
and the ban on listed companies to limit the maximum number of votes it can cast a
single shareholder, provision incorporated in Article 515 of the LSC and will not take
effect until July 1, 2011.