Shareholder Rights and Corporate Contributions

Corporate Contributions

4. Social Contributions: The objective is to provide everything that contributes to the development of corporate purpose. In such a society, only goods and property rights capable of economic assessment may be provided, excluding labor or services. Contributions from industry can be made to society, but in exchange for shares, which are not received. Monetary contributions can be made in any currency, provided they have been converted to euros, and disbursement should also be checked. Non-monetary contributions refer to any good or right capable of economic valuation, other than money. Ancillary services (benefits) can be established. In any case, these must be expressed in the articles of association, indicating the content, whether they are free or paid, as well as provisions for penalties for noncompliance.

Dividends and Liabilities

5. Dividends Liabilities (Outstanding Disbursements): This refers to the value of the nominal share subscribed but not paid (25%). If there are remaining disbursements, the bylaws should state, for the record, the form and the period within which to perform them. If the shareholder has not paid, they are in arrears. This involves:

• The partners cannot exercise their right to vote.
• Suspension of pre-emptive rights. If there is payment of outstanding liabilities before the deadline of 3 months, the right is recovered.
• Suspension of profit-sharing. This is recovered if the dividend is paid before the limitation period for dividends (5 years).

Share Representation

6. Representation of the Action:

• Through securities:
  • Nominative (designated owner)
  • Bearer (not designated)
• Through book entries: If traded, registration is managed by the clearing and settlement service. If the company is not listed, registration is managed by a licensed broker.

Shareholder Rights

7. Shareholder Rights: Shareholders have the right to:

• Participate in the distribution of corporate profits.
• Participate in the assets resulting from liquidation.
• Attend and vote at the general meeting. The right to vote is proportional to the value of the share.

There are also non-voting shares, which have the right to receive a minimum dividend and an additional dividend that corresponds to the other nominee shareholders. These shares are the last to be affected. Shareholders also have the right to information.

Minority Shareholder Rights:

• Request the convening of an extraordinary general meeting.
• Appoint a representative to the board of directors.
• Be eligible for a supplement to the notice.
• Request the presence of a notary at the general meeting.

Majority Shareholder Rights:

• Group actions with a representative.
• Request judicial review of the annual general meeting.
• Separation in certain cases.
• Request the allocation of an audit.