[ESTABLISHING A BUSINESS ENTITY IN SPAIN]
446
RIGHT
SA
SL
Right proportional representation at the Board of Directors to
Shares that are voluntarily grouped to constitute share capital amounting to or exceeding the sum resulting from dividing the capital by the number of members of the board of directors, shall be entitled to designate the number of members deduced from the proportion of share capital so grouped, rounding any fractions. Shareholders representing either individually or jointly, at least 1% of the share capital are entitled to challenge company resolution (subject to challenge according to law). The by-laws may reduce the mentioned percentage. Shareholders not voting in favor of the respective resolution, including non-voting shareholders, shall be entitled to exit the company in any of the following circumstances: - Supersession or amendment of the corporate purpose. - Extension of company term. - Company reactivation. - Creation, amendment or early cancellation of ancillary commitments, unless otherwise provided in the by-laws. - Structural changes of the Company: conversion into a different type of company, mergers, divisions and relocations of the registered office abroad.
Unless provided in the by-laws, minority partners cannot be represented in the board in proportion to their stake in the company.
To
challenge
company
Members representing either individually or jointly, at least 1% of the share capital are entitled to challenge them (subject to challenge according to law). The by-laws may reduce the mentioned percentage. Members not voting in favor of the respective resolution, including non-voting partners, shall be entitled to exit the company in any of the following circumstances: - Supersession or amendment of the corporate purpose. - Extension of company term. - Company reactivation. - Creation, amendment or early cancellation of ancillary commitments, unless otherwise provided in the by-laws. - Structural changes of the Company: conversion into a different type of company, mergers, divisions and relocations of the registered office abroad. - Amendment of shares transfer rules. The by-laws may establish causes for exit other than provided in Law.
resolutions
Right to exit the company
The by-laws may establish causes for exit other than provided in Law.
ILN Corporate Group – Establishing a Business Entity Series
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