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Modification of the statutes

abogado valencia modificacion de estatutos

Modification of the statutes

Despite his vocation of permanence and stability, the amendment of the articles is an issue that arises with some frequency.

Due to the importance of statutes for the functioning of society and taking into account that are registered in the Commercial Register, the amendment of the articles must meet certain requirements.

In this post I will refer to the general requirements, leaving for other inputs commentary specific modifications such as increasing capital and reducing.

Requirements for the modification

The modification of the statutes requires:

1.- The agreement of the general meeting.

2.- The public deed and its registration in the RM.

The provisions on the amendment of the articles have character imperative, and not allowed the delegation to another body other than the general meeting.

The Notice of general meeting must be in accordance with the provisions generally but must clearly express ends we wish to use. Members have the right to examine at the address social literal full text of the amendment.

Requires affirmative vote of more than half of the votes or greater than this percentage has been established in the bylaws, without reaching unanimity.

In certain cases, the proper Exige the LSC unanimity of all members (as the prohibition of transfer of shares, capital increased by raising the nominal value of the shares, capital reduction which does not equally affect all partners, the variation of the reasons for removal of members or the incorporation of other causes of exclusion from membership).

Not necessary, except as required in the bylaws, publication of the amendment, except in respect of the granting of the right partners separation, requiring publication in the Nbr.

As for the formal, must be stated in deed, which highlights the statement that the call is shown the details of the modification and the literal transcription of the new articles of incorporation.

Also, must enroll in the RM, and this registration officially published, telematics so without additional cost to the full content.



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