ILN: ESTABLISHING A BUSINESS ENTITY: AN INTERNATIONAL GUIDE

460

[ESTABLISHING A BUSINESS ENTITY IN SPAIN]

RIGHT

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- Company reactivation. - Creation, amendment or early cancellation of ancillary commitments, unless otherwise provided in the by-laws. - Company conversion into a different type of company and relocations of the registered office abroad.

- Company reactivation. - Creation, amendment or early cancellation of ancillary commitments, unless otherwise provided in the by-laws. - Company conversion into a different type of company 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.

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 profits in the 3 previous years. However, even if the aforementioned circumstance occurs, the right of separation will not arise if the total dividends distributed during the last five years are equivalent to at least twenty-five percent of the legally distributable profits recorded during said period.

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 profits in the 3 previous years. However, even if the aforementioned circumstance occurs, the right of separation will not arise if the total dividends distributed during the last five years are equivalent to at least twenty-five percent of the legally distributable profits recorded during said period.

ILN Corporate Group – Establishing a Business Entity Series

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