Key Aspects of Spanish Corporate Law (LSC)
Key Aspects of the Spanish Capital Companies Act (LSC)
31 – Shares of a Limited Liability Company:
May provide different rights.
32 – Separation Rights of a Partner in a Limited Liability Company:
A partner is entitled to separation if they voted against a resolution to amend the rules for transferring shares.
33 – Original Acquisition of Own Shares (Limited Liability Companies):
The LSC prohibits the original acquisition of own shares in the event of limited liability companies.
34 – Company Ownership of Shares:
The LSC allows a company to hold shares, provided that they exceed a certain percentage.
37 – Universal Joint Jurisdiction:
Has jurisdiction to decide any corporate issue.
38 – Restrictions on Share Transferability:
Restrictions on the free transferability of shares are valid, as they fall on shares and are expressly imposed by statute.
39 – Bylaw Amendment Definition:
An alteration or rewriting of the statutory clauses, affecting its content or form.
40 – Bylaw Amendments Affecting Individual Rights (Limited Partnership):
The agreement of the Board is not sufficient. The individual consent of the affected partners is required.
41 – Requirements for a Bylaw Amendment (JG SA):
At the first call, board members representing at least 50% of the subscribed capital with voting rights must attend, and the agreement must be adopted by a majority of the capital present or represented.
42 – Capital Increase Methods:
May be carried out under the two ways mentioned in the preceding paragraphs.
43 – Interim Dividends:
Can only be decided by the General Meeting or by the directors under certain conditions.
44 – Structural Changes Involving Partner Separation Rights:
- The processing and transfer of residence abroad.
45 – Right to Withdraw in Case of a Transformation Deal:
Members who have not voted in favor of the agreement have the right to withdraw.
46 – Delegation of Power to Decide a Capital Increase:
It is not possible in a limited partnership.
47 – Reduction of Capital in a Corporation:
None of the above is correct.
48 – “Authorized Capital” Definition:
The delegation by the General Meeting to the managers to decide, on one or more occasions, on the capital increase up to a given figure, at the time and in the amount they choose.
49 – Company Mergers:
It is not necessary for all merging companies to be extinguished.
50 – Division of Public Companies:
The assets of the companies are extinguished forever, with the receiving companies inheriting them through universal succession.
51 – Global Assignment of Assets and Liabilities:
The transferor transmits, *en bloc* and by universal succession, all of its assets in exchange for a consideration that cannot consist of shares of the assignee.
52 – Segregation:
The segregating company receives consideration consisting of shares in the receiving companies.
53 – Capital Reduction Below the Legal Minimum:
The LSC allows this when a capital increase above the legal minimum is simultaneously agreed upon.
54 – Competent Body for Approving Annual Accounts:
The Ordinary General Meeting is responsible for approving the annual accounts and the application of the profit for the year.
55 – Automatic Dissolution of a Partnership:
A partnership is dissolved as of right when the timeout period or the term specified in the Articles of Association expires.
56 – Dissolution Due to a Cause Provided in the Articles of Association:
The General Meeting should agree to dissolve the partnership or remove the cause.
57 – Liquidators in a Limited Liability Company:
If they are not designated in the statutes, they are appointed by the General Meeting.
58 – Composition of the Bondholders’ Union:
The Assembly of bondholders and the Commissioner.
59 – Issuance of Bonds as a Means of Financing:
The LSC provides for the issuance of bonds as a means of financing for Public Limited Companies (SA) and partnerships limited by shares.
60 – Legal Cause of Exclusion from Membership (Limited Liability Company):
The failure to perform ancillary services.