Royal Decree-Law 13/2010, of December 3, in proceedings in tax matters, employment and promoting investment liberalization and the creation of employment provides a specific regime for the establishment of limited liability companies provided their social capital does not exceed 3,100 euros and statutes fit those approved by the Ministry of Justice.
On this basis, a specific-type model statutes for Limited Liability Companies, which is already home to some of the options that have been incorporated into the amendment of the Consolidated Capital Companies Act, approved by the Royal Decree 1 / 2010 of July 2, as is the case of communications between the company and the shareholders.
-type Model Statutes of limited liability companies
Article 1. Name.
«....., under the name of SL ', it is a limited liability company is governed by the rules mandatory laws and these bylaws.
Article 2. Object.
The company will cover the following activities:
1. Construction, installation and maintenance.
2. Wholesale and retail. Commercial distribution. Import and export.
3. Real estate activities.
4. Professional activities.
5. Manufacturing and textiles.
6. Tourism, hotels and restaurants.
7. Service delivery. Management and administration activities. Education, health, leisure and entertainment.
8. Transport and storage.
9. Information and communications.
10. Agriculture livestock and fisheries.
11. Computer, telecommunications and office automation.
12. Alternative energy.
13. Sale and repair of vehicles. Repair and maintenance of plant and machinery.
14. Research, development and innovation.
15. Scientific and technical activities.
Article 3. Registered office.
The company has its head in street ....., ....., ....., and number of English nationality.
Article 4. Social capital and equity.
social capital, which is fully paid, is set ..... euros and is divided into ..... shares with a value rated each of ....., and numbered consecutively from 1 to .....
Article 5. Frequency, convening and venue of the general meeting.
The general meeting shall be convened by the board.
will be communicated to members through telematic procedures through the use of electronic signatures. If you will not be possible through any other medium of communication, individual and written to ensure receipt by all partners in the place designated for that purpose or to put on the register of members. In relation to other aspects of the call, schedule, venue and majorities to adopt resolutions of the general meeting shall apply the rules in the Capital Company Act approved by Royal Legislative Decree 1 / 2010 of 2 July.
Article 6. Communications society partners.
communications to be made by society members, in compliance with the provisions of the Capital Company Act approved by Royal Legislative Decree 1 / 2010 of July 2, will be implemented through telematic procedures, by electronic signature. If you will not be possible through any other medium of communication, individual and written to ensure receipt by all partners in the designated place the effect or documented in the partnership register.
Article 7. Officers of the board. Discussion and voting.
president and general secretary of the board shall be appointed by the shareholders in attendance at the beginning of the meeting. The chairman
form the list of attendees, declared the board, to use a word in order of request, the proceedings and set the time and form of the vote. Before terminating the session, will report the resolutions adopted, with the results of the vote and demonstrations relating to the same as recorded in the minutes has been applied.
Article 8. Modes to organize the administration.
management, administration and representation of society is the responsibility of the board.
The shareholders may choose any of the following ways of organizing the administration, without amending statutes, and under the terms of the Companies Act capital:
a) A single administrator, which is solely for the administration and society representation.
b) A number of managers with the power of solidarity to each of which corresponds to either the powers of administration and representation of society, without prejudice to the power of the general meeting of agree, in a purely internal efficiency, the distribution of powers between them.
c) Two joint administrators, who jointly exercise the powers of administration and representation.
The modality of the board of directors elected by the General Meeting must register with the Registry.
Article 9. Appointment, term and non-competition.
Only individuals may be appointed administrators. The post of manager is indefinite.
For the other requirements for appointment, incompatibilities and prohibitions to be an administrator, shall apply provisions of the Companies Act of capital.
The office manager may be:
1. No Free.
2. No. of Profit (check one form of remuneration).
a) fixed amount determined by the General Board for each financial year.
b) A percentage of ... ..% of the distributable profits of each fiscal year, according to the law
Article 10. Scope of representation and authority of the board.
representation corresponding to the administrative organ shall extend to all acts within the object as defined in these statutes, so that any limitation of the powers representative administrators, although it was registered in the Register, will be ineffective against third parties.
Article 11. Notifications to society.
Notifications to the society may address any of the directors in the corporate address
Article 12. Single-member LLCs.
A limited liability company applies proprietary one-man regime under the Companies Act of capital as approved by Royal Legislative Decree 1 / 2010 of 2 July. BOE
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JaumePrats@BarcelonaAdvocats.com
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