441
[ESTABLISHING A BUSINESS ENTITY IN SPAIN]
RIGHT
SA
SL
To
challenge
company
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.
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. Unless otherwise provided in by-laws, after the fifth year from the date of the company’s registration on the Companies Register, any shareholder who voted in favor of distributing the corporate dividends and had protest due to the insufficiency if dividends approved shall have the right to exit, in the event that the general meeting does not agree to distribute at least 25% of the legally distributable profits of the previous financial year, provided that the Company had
resolutions
Right to exit the company
The by-laws may establish causes for exit other than provided in Law.
Right of exit due to failure to distribute dividends (not applicable in listed companies).
Unless otherwise provided in by-laws, after the fifth year from the date of the company’s registration on the Companies Register, any shareholder who voted in favor of distributing the corporate dividends and had protest due to the insufficiency if dividends approved shall have the right to exit, in the event that the general meeting does not agree to distribute at least 25% of the legally distributable profits of the previous financial year, provided that the Company had
ILN Corporate Group – Establishing a Business Entity Series
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