Official Bulletins and Announcements
The following issues must be published:
ORDINARY AND / OR EXTRAORDINARY GENERAL MEETING (Royal Legislative Decree 1/2010)
Article 173. Form of the notice.
1. The general meeting shall be convened by an advertisement published in the Official Gazette of the Mercantile Registry and in one of the newspapers with the highest circulation in the province in which the registered office is located.
CHANGE DOMICILE, DENOMINATION, SOCIAL OBJECT (Royal Legislative Decree 1/2010)
Article 289. Publicity of certain agreements of modification.
In corporations, the agreement to change names, domicile, substitution or any other modification of the corporate purpose will be announced in two newspapers of great circulation in the respective province or provinces, without whose publicity they will not be able to register in the Mercantile Register.
FUSIÓN (Law 3/2009)
Article 43. Publication of the agreement.
1. The merger agreement, once adopted, shall be published in the “Official Gazette of the Mercantile Registry” and in one of the newspapers of great circulation in the provinces in which each of the companies has its domicile.
SCISION (Law 3/2009)
Article 43. Publication of the agreement.
1. The merger agreement, once adopted, shall be published in the “Official Gazette of the Mercantile Registry” and in one of the newspapers of great circulation in the provinces in which each of the companies has its domicile. The notice shall state the right of the partners and creditors to obtain the full text of the agreement adopted and the balance sheet of the merger, as well as the right of opposition that corresponds to the creditors.
DISSOLUTION AGREEMENT (Royal Legislative Decree 1/2010)
Article 369. Advertising of dissolution.
The dissolution of the capital company shall be registered in the Mercantile Registry and shall also be published in the Official Gazette of the Mercantile Registry and, if anonymous, in one of the newspapers with the greatest circulation in the place where the registered office is located.
LIQUIDATION (Royal Legislative Decree 1/2010)
Article 388. Duty of information to members.
1. The liquidators shall periodically inform the partners and the creditors of the state of the liquidation by the means which in each case are considered most effective.
2. If the liquidation lasts for a longer period than the one foreseen for the approval of the annual accounts, the liquidators shall present to the general meeting and publish in the Official Gazette of the Mercantile Registry, within the first six months of each fiscal year, a state annual accounts and a detailed report to allow an accurate assessment of the company’s situation and the progress of the liquidation.
2. In public companies, the proposed acquisition must be published in the Official Gazette of the Mercantile Registry and in a newspaper of great circulation in the province in which the company has its domicile, it must be maintained, for at least one month, shall include all such information as is reasonably necessary for the information of the shareholders who wish to dispose of and, if applicable, express the consequences of not reaching the shares offered the number fixed in the agreement. When all shares are nominative, the articles of association may allow the publication of the offer to be substituted for the sending of the same to each of the shareholders by certified mail with acknowledgment of receipt.
TRANSFORMATION (Law 3/2009)
Article 14. Publication of the transformation agreement.
1. The transformation agreement will be published once in the “Official Gazette of the Mercantile Registry” and in one of the newspapers of great circulation of the province in which the company has its domicile.
SUBSCRIPTION OF OBLIGATIONS (Royal Legislative Decree 1/2010)
Article 408. Announcement of the issue.
1. The announcement of the issuance by the company in the Official Gazette of the Mercantile Registry shall be a prerequisite for the subscription of the bonds or for their introduction in the market, which shall contain at least the same data listed in the previous article and the name of the commissary.
2. The administrators of the company that fail to comply with the provisions set forth in the previous section shall be jointly and severally liable to the bondholders for any damages caused by fault or negligence.
Montelongo Advisers can facilitate the publication of mandatory notices including:
- Announcements in Autonomous Bulletins
- Announcements in Provincial Bulletins
- Adverts in the Official Journal of the European Union (O.U.E.)
- Official Announcements in the B.O.E.
- Official Announcements in the B.O.R.M.E.
- Official announcements in national, provincial or local press
