New Law Companies

The Council of Ministers adopted on 2 July by Royal Legislative Decree 1/2010, the consolidated text of the law of companies, by which the regulations on limited liability companies, companies limited liability, listed corporations and mutual societies by shares, i.e. companies existing in our system is unified into a single legal text. According to the information note provided by the Council of Ministers, this new law, effective from 1 September 2010 (except art. 515, concerning the nullity of clauses limiting the right to vote, which will from July 1, 2011), it puts an end to the insufficient coordination of the different social types, as well as the imperfections and gaps. Such a situation would have their origin in the existence of two separate legal texts, the consolidated text of the law of corporations of 1951 and the Ley de Sociedades de Responsabilidad Limitada in 1953, whose security, imperfections and legal loopholes, only they had been settled by jurisprudence.

Also, these two rules should coordinate with the regulation of the companies audited by actions and listed anonymous companies. The need to coordinate this diverse setting, was evident in Act 3/2009, structural modifications of commercial companies. In addition to adapt Spanish law to European standards and reform the system of structural modifications, this law introduced, in his seventh Final disposition, an enabling the Government for within a period of twelve months appropriate to recast in a single text the regulatory laws of the capital companies. In this way, with the adoption of the new law of Spanish companies, from September 1, were repealed the consolidated text of the anonymous Societies Act of 1989 and the Ley de Sociedades de Responsabilidad Limitada in 1995. Also, several articles of the securities market law of 1988, as well as the commercial code of 1885 have been repealed (including the articles 151 to) 157 relating to society in limited partnership by shares).

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