Spanish Commercial Code

TITLE VII

SOCIETY

COMPANY

Article 348. The law recognizes three kinds of society:

1st General Partnership;

2nd corporation;

3rd Limited partnership.

It also recognizes the association or participation accounts.

§ 1. Training and testing of the partnership

Article 349. You can celebrate the partnership agreement that everyone has the capacity to be bound.

The lowest adult and married women not fully separate in property need special permission to celebrate a partnership.

The authorization of the minor will be conferred by the ordinary courts, and a married woman by her husband.

Article 350. The partnership is formed and tested by public deed registered in terms of Article 354.

The dissolution of the society is to be made before expiry of the stipulated term, the extension of this, the exchange, retirement or death of a partner, altering the name and in general any reform, expansion or modification of the contract will be reduced public deed with the formalities specified in the preceding paragraph.

Need not comply with such formalities in the case of simple extension of society to be produced in accordance with the provisions that exist about the social contract. In this case the company shall be extended in accordance with the terms of members, unless one or more of them expressed their willingness to put an end on time by a declaration made by public deed and which shall take note outside the respective entry in the register of commerce before the date fixed for the dissolution.

Article 351. The contract contained in a private document not produce another effect among the partners that force them to give the deed before the company shall start its operations.

Article 352. The articles of incorporation must state:

1. ° The names and addresses of partners;

2. ° The reason or corporate signature;

3. ° The partners responsible for the administration and use of the name;

4. ° The capital introduced by each of the partners, whether they consist of money, credits or any other kind of property, the value being assigned to inputs consisting of furniture or buildings, and how should be the fair price of such contributions if they were not assigned any value;

5. ° The negotiations need to relate the rotation of the society;

6. ° The share of profit or loss is allocated to each partner or industrial capitalist;

7. ° The age in which society must begin and dissolve;

8. ° The amount that each partner can take annually for his private expenses;

9. ° The way it has verified the liquidation and division of community assets;

10. If the differences that occur in society should be or not subject to the resolution of arbitrators, and the first case, the way they should be appointed;

11. The domicile of the corporation;

12. Other pacts agreed by the partners.

Article 353. Is not admissible evidence of any kind against the tenor of the deed executed pursuant to Article 350, or to justify the existence of agreements not expressed in them.

Article 354. An extract from the charter must be registered in the commercial register for the address of the company.

The extract will contain the instructions stated in numbers 1. °, 2. °, 3. °, 4. °, 5. And 7. Of article 352, the date of the respective deeds, and the name and address scribe that had been granted.

Registration should be made before the expiration of sixty days from the date of the charter.

Article 355. If the charter been omitted means the registered office of the company domiciled in the place of issue of the former.

Section 355 A. The omission of the public deed of incorporation or modification, or their timely registration with the Registrar of Trade, produce absolute invalidation between partners, except as provided in sections 356, first paragraph, and 361, first paragraph.

The timely completion of registration shall take effect retroactive to the date of writing.

Article 356. The society comprising no deed, instrument or deed or reduced to an instrument protocol, is null and void and may not be sound.

Nevertheless, if there actually will lead to a community.

Gains and losses will be shared and support and the return of contributions shall be made among the villagers under the agreement and in lieu thereof, in accordance with the provisions for society.

Community members jointly and severally liable to third parties with whom we have contracted on behalf of and in the interest of it, and shall not rely on third parties the failure of the instruments mentioned in the first paragraph. Third parties may in fact prove the existence of any evidence as they recognize this code, and the proof will be appreciated according to the rules of sound criticism.

Article 357. The society is vitiated by void for breach of the requirements of section 350 shall have legal personality and will be settled as a society if public deed or instrument or reduced notarized deed. All this without prejudice to the sanitation service in accordance with the law.

The partners jointly and severally liable to third parties with whom we have contracted on behalf of and in the interest of society in fact.

Article 358. The voluntary execution of the partnership agreement does not purge the void that is vitiated by breach of legal formalities, subject to the reorganization referred to in the preceding article.

Article 359. Which will hire a society that has not been legally constituted, can not withdraw for this reason the performance of their duties.

Article 360. The facts contained in the second paragraph of Article 350 only produce effects against third since a record of its occurrence, as indicated in that article.

Article 361. The modified extract of which has not been duly registered in the Register of Commerce or no effect against the partners or against third parties, except in the case of sanitation in accordance with the law and the restrictions it imposes. Such deprivation of operating cash right, without prejudice to the unjust enrichment action as appropriate.

The modification timely registered in the Commercial Register, but vitiated by defects in form, produces effect against members and others, until it has been declared invalid.

The statement referred to in the preceding paragraph does not have retroactive effect and shall apply only to situations that occur from the moment it is rendered by the sentence that contains it.

Article 362. Repealed.

Article 363. Repealed.

Article 364. Repealed.

§ 2. Of reason or social firm in partnership

Article 365. The name is the formula set forth the names of all partners or some of them, with the addition of these words and company.

Article 366. Only the names of the general partners can enter into the composition of the name.

The name of the member who has died or been separated from society will be removed from the corporate signature.

Article 367. The use made of the name after the dissolution of society, is an offense of forgery, and the inclusion in it of the name of a stranger is a scam.

Falsehood and fraud will be punished under the Penal Code.

Article 368. Which tolerates the inclusion of his name in the trade ratio of an alien society, is responsible for persons who have contracted it.

Article 369. The name is a fixture of social or industrial establishment which is the subject of corporate transactions, and therefore is not transmissible to him.

Article 370. The general partners listed in the constitution are jointly responsible for all legal obligations under the corporate name.

Under no circumstances may repeal a covenant partners solidarity partnerships.

Article 371. You can only use the name the partner or partners who have been granted such authority by the respective deed.

In the absence of an express delegation, all members may use the corporate signature.

Section 372. The use of the name may be conferred on a stranger to society.

The delegatee shall indicate in the public or private firm for power, failing to pay bills of exchange which has put into circulation, since the failure to induce antefirma in error about its quality to others which they have been accepted.

Article 373. If members use the signature unauthorized social, society will not be responsible for fulfilling the obligations that have signed, unless the obligation is made out of any society.

The responsibility, in this case is limited to the amount concurrent with any reported benefit society.

Article 374. Society is not responsible for the documents signed with the name when the obligations that have caused concern and not the third accepts with the knowledge of this.

§ 3. Social fund and the division of profits and losses in the partnership

Article 375. The social fund is composed of the contributions that each partner delivery or promises to deliver to society.

Article 376. Contribution may be subject to money, credit, and personal property, grants, privileges of invention, manual labor, the very industry, and generally everything marketable able to provide some utility.

Article 377. The public office of broker, broker and any other that is served under appointment of the President of the Republic can not be the subject of a contribution.

Article 378. Partners must submit their contributions at the time and manner stipulated in the contract.

Where not specified, delivery will be made at the registered office after articles of association signed.

Article 379. The delay in the delivery of the contribution, whatever the cause that produces it, allows the partners to exclude socio society to delinquent or enforcement proceedings against person and property to enforce compliance with its obligation.

In either case the defaulting member liable for the damages that the delay thereby incur to society.

Article 380. Personal creditors can not seize a partner during the partnership's contribution to the latter entered, but will be allowed to apply for retention of the interest in it hath to perceive at the time of social division.

They may not concur in the insolvency of the corporate creditors, but will be entitled to pursue the debt corresponding to the residue of the estate insolvent.

Article 381. Members will not be entitled to recover their contributions before the conclusion of the liquidation of the company, unless they consist in the enjoyment of the objects introduced to the pool.

Article 382. The venture capitalists themselves divided between gains and losses means if so stipulated. Where not specified, the split in proportion to their respective contributions.

Article 383. In terms of profits and losses for the industrial partner, it will be what has been stipulated in the contract and there being no stipulation, the lead industrial partner in earnings a share equal to that corresponding to the more modest contribution, without paying any share in the losses.

§ 4. Administration of the partnership

Article 384. The regime of the partnership will comply with the covenants containing the charter, and what has not been provided them, the rules stated below.

Article 385. The administration of law applicable to each and every one of the partners, and they can play by themselves or by their delegates, are members or strangers.

Article 386. When the social contract of manager means a person, means that the partners give each other the power to administer and to force jointly responsible for all without notice and consent.

Article 387. Under the legal mandate, each partner can validate all acts and contracts included in the ordinary course of society or are necessary or conducive to the achievement of the purposes for which it is been proposed.

Article 388. Each partner is entitled to oppose the consummation of the transactions and contracts designed by other, unless they relate to the mere maintenance of common things.

Article 389. Opposition temporarily suspended enforcement of the act or proposed procurement until the numerical majority of the members qualify as a convenience or inconvenience.

Article 390. The agreement only requires the majority to the minority when it falls on simple acts of administration or provisions contained in the circle of operations designated in the social contract.

Resulting in the deliberations of the company two or more views that do not have an absolute majority, members must refrain from carrying out the act or proposed procurement.

Article 391. If, despite the opposition verificare the act or contract with third parties in good faith, the partners will jointly and severally liable to comply, without prejudice to their right to be indemnified by the partner who had executed.

Article 392. Delegate authority to manage one or more members, the others are inhibited by this one act of interference in social administration.

Article 393. The power to administer brings the right to use the corporate signature.

Article 394. The delegate will only have the powers to appoint his title, and any excess committed in the exercise of them, the company will be responsible for all damages that occurring.

Article 395. Delegated administrators representing the society and out of court, but if it should be invested with special powers may not sell or mortgage the property by its nature or destination, or alter its shape, no compromise or compromise of any corporate business nature whatsoever.

Section 396. Alterations in the form of social property that doeth manager in full view of members, shall be authorized and approved by them for all legal purposes.

Article 397. No special administrators need to be able to sell the real estate industry, provided that such event were included in the number of operations that constitute the ordinary course of society, and to take mutual quantities strictly necessary to set in motion the business of office, make repairs to buildings necessary social, raise the mortgages that encumber or meet other urgent needs.

Article 398. Administrators have legal representation in court society, be it from acting as plaintiff or defendant.

Article 399. Having two administrators by title have to act jointly, the opposition of one of them prevent the consummation of the transactions or contracts designed by the other.

If administrators are three or more sets must act under the majority vote and refrain from carrying out acts or contracts that have not yet obtained.

If, notwithstanding the opposition or the majority defect implements the act or contract, it shall take full effect on bona fide third parties, and the administrator has concluded that society will respond to the damage that it follow.

Article 400. The administrator appointed by a special clause of the charter can be executed, despite the opposition of his fellow members of the administration excluded all acts and contracts to extend its mandate, provided that no fraud check.

But if his efforts nevertheless have obvious damage to the common mass, the majority of the members may appoint a co-manager or request the dissolution of society.

Article 401. The ability to manage is intrasmisible the heirs of the manager, even though it is stipulated that the company has to continue among the surviving partners and the heirs of the deceased.

Article 402. If the administrator making the appointment of the members have not determined the extent of the powers conferred upon him, the delegate will be considered as a mere trustee, and shall have no powers other than those necessary for the acts and agreements set forth in Article 387.

Article 403. Administrators are required to carry the books that every merchant must have under the provisions of this Code, and exhibit any of the partners required.

§ 5. Prohibitions are subject to the partners in the partnership

Section 404. Members are prohibited in particular:

1. ° Remove the pool as much as that assigned for their private expenses.

The mere removal of authorizing associates that have been verified to bind it to a refund or to remove a quantity proportional to the interest that each has on the social mass.

2. ° Apply mutual funds to individuals and businesses use these social signature.

The member who has violated this ban will lead to the common mass gains, and charged him only with a loss of business to invest the funds diverted, without prejudice to return them to society and to compensate the damage it has sustained.

It may also be excluded from society by his associates.

3. ° yield to any security interest in the company and be replaced for the performance of the duties that apply in the administration.

The assignment or substitution without prior approval of all partners is zero.

4. Exploit self the branch of industry in which society operates, and done without the consent of all associates individual operations of any kind when society does not have a specific kind of trade.

Members who contravene these prohibitions will be forced to bring profits to the common stock and individually bear the losses they prove.

Article 405. Members may not deny authorization to request any of them to make a commercial transaction, without demonstrating that the operations were planned and prepared a manifest injury.

Article 406. The industrial partner may not undertake any negotiations that distract you from your social care or risk losing the gains they have acquired to date rape.

§ 6. The dissolution and liquidation of the partnership

Article 407. The partnership is dissolved by the modes that determines the Civil Code.

Article 408. Dissolution of the society, it will clear by the person for that purpose has been named in the charter or the dissolution.

Article 409. If the charter or the dissolution was agreed to appoint any liquidator without determining the manner of appointment, it will be unanimously by the partners and in case of disagreement, by the court of commerce.

The appointment may lie with a partner or a stranger.

Only in the case of being all satisfied, can be provided by partners to the collective settlement.

Article 410. The liquidator is a true leader of society and as such must comply strictly with the rules that will trace his title and respond to members of the damages resulting from its operations were fraudulent or guilty.

Article 411. Not being certain powers of the liquidator, can not perform other acts and contracts which tend directly to the fulfillment of your order.

Consequently, the liquidator shall not constitute mortgage, pledge or antichresis not borrow money or buy goods for resale, or endorse bills of exchange, or transact business on social rights, or subject to compromise.

Article 412. The rules contained in the first two paragraphs of Article 399 are applicable to the case where two or more joint liquidators.

The disagreements that may occur between them shall be subject to the resolution of the members, and absence or other impediment to the majority of them, the court of commerce.

Article 413. Apart from the duties imposed on its title to the liquidator shall be obliged:

1. ° A form inventory, upon assuming office, all stock and debts of any nature whatsoever, whether books, correspondence and papers of the society;

2. ° To continue to complete outstanding transactions at the time of dissolution;

3. ° To require the administration to account managers or anyone else who has managed the interests of society;

4. ° to liquidate and terminate the accounts of the company to third parties and individual members;

5. ° to collect the receivables asset amount and receive the appropriate grant severances;

6. ° to sell the goods and movable property of the company, even when a minor between the partners, provided they are not intended by them to be divided in kind;

7. ° A present state of settlement when the members so require;

8. ° A yield at the end of the settlement a general account of his administration.

If the liquidator was the same manager of the company extinguished, must present at the time the account management.

Article 414. The issues giving rise to the filing of the member's account manager or the liquidator shall be subject to compromise precisely.

Article 415. If the charter been omitted to make the designation indicates the number 10 of article 352, means that issues that arise between partners, either for society or the time of dissolution, shall be subject to compromise.

Article 416. The liquidators represented at trial and liabilities to partners.

Article 417. The liquidators appointed in the social contract may waive be removed for cause and in the manner described in article 2072 of the Civil Code.

Whoever is appointed, may resign in another form to be removed according to general rules of the mandate.

Article 418. By themselves the liquidation, the partners shall comply with the foregoing rules, and in their deliberations observe the provisions of Articles 387 and following up to 391 inclusive.

§ 7. The limitation of actions from the partnership

Article 419. All actions against the liquidators are not partners, their heirs or assigns prescribed four years from the date on which the entity is dissolved, provided that the bylaws of fixed duration or the deed of dissolution has been entered under Article 354. -

If the claim is conditional, prescription runs from the advent of the condition.

Article 420. Prescription runs against minors and legal persons enjoy the rights of such, but the loans are illiquid and not interrupted but by the legal steps that within four years made against the partners creditors unpaid.

Article 421. After four years, the partners are not liquidators shall not be required to testify in court about the survival of the debts.

Article 422. The prescription does not occur when the partners themselves verify the liquidation or the company is bankrupt.

Article 423. The creditor actions against the member or clearing members, considered this last quality, and the partners have each course prescribed by the deadlines stipulated in the Civil Code.

§ 8. Of corporations

Arts. 424-469. Repealed.

§ 9. Provisions relating to the limited partnership

Article 470. Limited partnership is held between two or more people who promise to lead to a particular social housing supply, and one or more persons who undertake to manage the company solely by itself or its delegates and its particular name.

Whether you call the former limited partners, managers and seconds.

Article 471. Two species of limited partnership: simple and actions.

Article 472. La commandite formed by the meeting of a fund supplied entirely by one or more limited partners, or by them and the managing partners at once.

Article 473. The limited by shares is established for the meeting of a capital divided into shares or coupons for action and provided by partners not named in the charter.

§ 10. From commandite

Article 474. The limited partnership is formed and simple test such as partnership, and is subject to the rules established in the first seven paragraphs of this title, as such rules are not in opposition to the legal nature of this contract and the following provisions.

Article 475. The name of the limited partners will not appear on the bank mentioned in Article 354.

Article 476. The limited partnership is governed under a name which necessarily must include the name of the managing partner if they were one, or the name of one or more of the managers if they are many.

The name of a limited partner can not be included in the name.

Words and company added the name of a managing partner do not imply the inclusion of the name of the limited partner in the firm name, or impose a variety of responsibilities it has in its capacity as such.

Section 477. The silent partner that allows or tolerates the inclusion of his name on the company name is responsible for all obligations and losses of the company in the same terms as the managing partner.

Article 478. The limited partner can not take society by way of contribution, ability, personal credit or industry.

Howbeit, his contribution may consist of a secret communication art or science, provided they do not apply by themselves or cooperate daily application.

Article 479. If the contribution is the mere enjoyment or usufruct, a silent bear no other loss than the products of which constitutes a contribution.

In no event shall be required to repay the amounts by way of benefits received in good faith.

Article 480. The limited partners have the responsibility it imposes and the right granted to shareholders of corporations by Article 456.

Article 481. The limited partner may, without losing that capacity, attend meetings and will have an advisory vote on them.

Article 482. You can also assign its rights, but not transfer the power to examine books and papers of the society while it has not been about their operations.

Article 483. The managing partners are indefinitely and jointly liable for all obligations and losses of the company.

Limited partners only respond to one and the other to the extent of their contributions pledged or delivered.

Article 484. Limited partner is prohibited from executing any act of social administration, even as agent of the managing partners.

Article 485. The limited partner who violates the prohibition of the preceding Article shall be jointly liable with the managers of all losses and obligations of the company, whether before or after the contravention.

Article 486. The limited partner to pay the creditors of the company by one of the reasons stated in Articles 477 and 484, shall be entitled to require the managing partners of restitution of the excess amount of your contribution.

In neither case can the managing partners of the limited partner to claim compensation for the mere fact of the violation.

Article 487. Administratorios acts are not part of the partners:

1. ° The contracts on their own or others celebrate with the managing partners;

2. ° The performance of a commission in a place other than that it is established the domicile of the corporation;

3. ° The advice, examination, inspection, enforcement and other indoor events that pass between partners, provided they do not impede the free and spontaneous action of the managers;

4. ° The acts collectively or individually run as community members after the dissolution of society.

Article 488. The limited partner which is a facility of the same nature as the social setting, or take part as a silent partner or one made by another person loses the right to examine corporate books, unless the interests of such establishment are not in opposition to the society.

Article 489. Having one or more limited partners and many groups, is that all they managed together, whether one or more managed by all of society will be both limited partnership for collective and relatively early in the latter.

Article 490. If in doubt, the company shall be deemed collectively.

§ 11. From limited by shares

Article 491. The rules set forth in the preceding paragraph are applicable to joint stock as are not inconsistent with the provisions hereof.

Article 492. The limited partnerships can not divide its share capital or share coupons to lower than ten hundredths of a shield, when it is not more than fifty shields.

If the capital exceeds this amount, shares or vouchers action can not lose half shield.

Article 493. The limited partnerships will not be definitely established only after all the capital subscribed and delivered to each shareholder having at least a quarter of the amount of their shares.

The execution and delivery will be checked by the statement of manager in a public document, and this will be accompanied by a list of subscribers, a delivery status and the charter.

Article 494. Shares in limited partnerships are registered.

Article 495. Subscribers are responsible actions, despite any provision to the contrary, the total amount of shares which have taken in society.

The actions or action coupons are not negotiable but delivered after two-fifths of its value.

Article 496. Whenever any of the partners bring you a contribution does not consist of money, or estipulare its favor some particular advantages, the general assembly will verify and estimate the value of one and other, and until he has given his approval at a subsequent meeting, the company shall not be definitively established.

The deliberations of the assembly are taken most votes of shareholders present or represented, and this majority is composed of a quarter of the shareholders, representing a quarter of the capital.

The partners we made the contribution or the benefits have been stipulated under the appreciation of the assembly will have no vote.

Article 497. Is null limited by shares incorporated in contravention of any of the requirements contained in the preceding Articles, without prejudice to its reorganization in accordance with the law.

Article 498. In all-stock will establish a monitoring board, composed of at least three shareholders.

The board will be appointed by the General Assembly immediately after the final constitution of society and social before any operation.

The first board shall be appointed for one year and the other five.

Article 499. The board members should consider whether the company has been legally constituted, inspect the books, checking the existence of social values in cash, documents or any other form, and submit the end of each year to the general assembly a report about inventories and the proposals made by the manager to distribute dividends.

Article 500. The oversight board has the right to convene the general assembly and to provoke the dissolution of society.

Article 501. Aborted Society for infringement of the rules prescribed for its creation, members of the oversight board could be held jointly liable with the managers of all trades executed after his appointment and acceptance.

The same responsibility may be declared against the founders of the company have taken a contribution in kind and stipulated in its favor particular advantages.

Article 502. Each member of the board of supervision shall be jointly liable with managers:

1. ° When you have knowingly allowed that inventory inaccuracies are committed serious harm to society or others;

2. ° Whenever you knowingly consented to have distributed dividends are not justified by regular inventories and sincere.

Article 503. The issuance of shares or coupons for action in a company incorporated in violation of Articles 492, 493 and 494, shall be punished by a fine of half a shield.

The same penalty shall apply to any manager who principiare corporate transactions before the oversight board has begun to operate.

Article 504. Trading in shares or vouchers of a value or action is contrary to the provisions of Articles 492 and 494, or shares or coupons which action has not delivered the two-fifths of its value under Article 495, shall punishable by a fine of half to two shields.

With the same fine will be punished to take part in the negotiations set and who publicly expressed the value of shares or coupons for action.

Article 505. Shall be punishable under the Penal Code requires:

1. Those who by simulating subscriptions or deliveries, by publishing malicious subscriptions or deliveries that do not exist, or by other false facts, obtained or attempted to obtain subscriptions or deliveries;

2. Those who subscriptions or deliveries to bring in bad faith publishing the names of people who are related to society involves, in any form whatsoever.

Article 506. The shareholders argue that we had to collectively as plaintiffs or defendants, a lawsuit against the managers or members of the oversight board will be represented by proxy elected by the general assembly.

Unable to verify the appointment by the General Assembly, by an obstacle any, will be made by the Commercial Court at the request of the most diligent party.

If the lawsuit Versare about objects of particular interest to some shareholders, proxies will be appointed at a meeting of stakeholders in the cause.

In either case proposed, the shareholders may intervene personally in the case, the responsibility to bear the costs of its intervention.

§ 12. Association or participation accounts

Article 507. Participation is a contract whereby two or more merchants take interest in one or many commercial operations, instantaneous or repeated, you must run one of them in his name alone and under his personal credit by accountability and divide their associated gains or losses in agreed proportion.

Article 508. Participation is not subject in their training to the formalities required for the formation of societies.

The agreement of the members determines the object, form, interest and participation conditions.

Article 509. Participation is essentially private, is not a legal entity and has no name, and address collective heritage.

Its formation, amendment, dissolution and liquidation may be established with the books, correspondence, witnesses and any other legal evidence.

Article 510. The manager is renowned sole owner of the business relationships that occur outside participation.

Third parties only have action against the administrator, just as the participants do not have it inactive against others.

Both, however, may use the manager's actions under an assignment form.

Article 511. Save the changes resulting from the legal nature of participation, it produces among the participants the same rights and obligations conferred and imposed on each partner commercial companies.

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