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What it is

Bill to repeal the rule making it easier to move company headquarters

Admitted step 2 of 7 · Unfinished

It is a members’ bill. Introduced by parliamentary groups, the Senate, regional governments or citizens. It was introduced on 6 November 2017. Introduced by: Grupo Parlamentario Mixto.

Official title: Private member's bill repealing Royal Decree-Law 15/2017 on urgent measures regarding the mobility of economic operators within national territory.

Source: Congreso de los Diputados, file 122/000144· updated 11 Nov

Automatic summary, not yet reviewed

  1. The bill would repeal royal decree-law A rule with the force of law that the Government passes because it is urgent. It applies from its publication, but the Congreso must validate it within 30 days or it lapses. 15/2017, which, according to the text, was passed to make it easier for Catalan companies to move their registered office to other parts of Spain, leaving that decision to the management body instead of the shareholders.
  2. The bill would amend Article 285 of the Capital Companies Act so that any change to a company's bylaws falls to the general meeting, and the management body could only change the registered office within the country if the bylaws do not say otherwise.
  3. It would also require the shareholders of companies whose registered office was moved under the Royal Decree-Law to ratify or reject that move at their first general meeting.
  4. Royal Decree-Law 15/2017 would be repealed, and the law would take effect the day after its publication in the Official State Gazette (Boletín Oficial del Estado).

Who it affects

  • Company shareholders: They would regain the final say on moving the registered office, which the Royal Decree-Law had handed to the management body.
  • Company management bodies: They would lose the power to change the registered office if the bylaws reserve that decision for the general meeting.
  • Catalan companies: The easy path to move their headquarters to other territories, opened by the Royal Decree-Law, would be closed.

Words worth knowing

Domicilio social (registered office)
The official address of a company, where it is legally considered to be based.
Junta general (general meeting)
The meeting of a company's shareholders, the body with the final say on major decisions.
Órgano de administración (management body)
The person or group that runs and represents the company day to day, such as the board of directors.
Estatutos (bylaws)
A company's internal rules, which work as its private law.
Real Decreto-ley (Royal Decree-Law)
A rule with the force of law that the Spanish Government can pass on an urgent basis, without prior approval by Congress.
royal decree-law
A rule with the force of law that the Government passes because it is urgent. It applies from its publication, but the Congreso must validate it within 30 days or it lapses.
decree-law
A rule with the force of law that the Government passes because it is urgent. It applies from its publication, but the Congreso must validate it within 30 days or it lapses.

It summarizes the text as it was introduced. It is written by artificial intelligence and may contain mistakes: the official text is what counts. Read the official text · How we make summaries

Where it stands

How far did it get?

It took 2 of 7 steps. It reached Admitted, and today it is unfinished.

  1. Introduced6 November 2017Someone registers the text in the Congreso.
  2. Admitted14 November 2017The Bureau of the Congreso accepts it and, for a members’ bill, the plenary decides whether to consider it.
  3. Amendmentsnot reachedGroups propose changes.
  4. Committeenot reachedA committee goes through the text in detail.
  5. Plenarynot reachedAll 350 deputies vote.
  6. Senatenot reachedThe Senate can pass it, amend it or veto it.
  7. BOEnot reachedIt is published in the Official State Gazette (BOE) and comes into force.
See the 6 official steps on a timeline
Dec 2017Mar 2018Jun 2018Sept 2018Dec 201811. 6 November 2017: Presentación22. 14 November 2017: Boletín Oficial de las Cortes Generales Publicación desde 14/11/2017 hasta 17/11/201733. 14 November 2017: Calificación44. 17 November 2017: Gobierno Contestación desde 17/11/2017 hasta 27/12/201755. 27 December 2017: Pleno Toma en consideración desde 27/12/2017 hasta 05/03/201966. 5 March 2019: Concluido - (Caducado) desde 05/03/2019 hasta 27/03/2019

Was there a plenary vote?

We have no plenary vote linked to this law in the Congreso’s data.

What happens next

What happens now?

The legislature ended before it finished. To go on, someone would have to introduce it again in the new Cortes.

It has not been presented again yet.

Sources

Where does all this come from?

  • The data comes from the open files of the Congreso, the Senate and the BOE, unaltered.
  • Each deputy’s province is the one of their seat on the day of the vote.
  • We only say “passed” or “rejected” when the majority needed is certain; otherwise we say which side had more votes.