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What it is

Bill to give shareholders back the say on company address

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 16 November 2018. Introduced by: Grupo Parlamentario Confederal de Unidos Podemos-En Comú Podem-En Marea.

Official title: Private member's bill to amend the consolidated text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010, of 2 July.

Follow this law

Source: Congreso de los Diputados, file 122/000308· updated 11 Nov

Automatic summary, not yet reviewed

  1. The bill criticizes 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, of October 6, which allowed company directors to move the registered office out of Catalonia without asking the shareholders. Its sponsors argue that rule was used for political reasons, not business needs.
  2. The bill would amend Article 285.2 of the Capital Companies Act. Unless the company bylaws say otherwise, directors could only move the registered office within Spain; moving it abroad would again be a decision for the shareholders.
  3. Royal Decree-Law 15/2017, of October 6, the rule that let directors decide on moving the registered office, would be repealed.
  4. Companies that moved their registered office out of Catalonia while the Royal Decree-Law was in force would have three months to decide on their registered office again. The law would take effect three months after its publication in the Official State Gazette.

Who it affects

  • Shareholders and company members: They would regain the power to decide at the General Meeting on moving the registered office abroad, if the bylaws require it.
  • Directors and boards of directors: They would lose the power to move the registered office abroad without shareholder approval.
  • Companies that left Catalonia: They would have three months to decide on their registered office again.

Words worth knowing

Domicilio social (registered office)
The official address of a company, where it is legally based.
Estatutos sociales (company bylaws)
A company's internal rules, which set out how it works and which body makes each decision.
Real Decreto-ley (Royal Decree-Law)
A rule with the force of law that the Government can pass urgently, without going through Congress first.
Derogar (repeal)
To cancel a previous rule so it is no longer valid.
Junta General (General Meeting)
The meeting of a company's shareholders or members, where the most important decisions are made.
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. Introduced16 November 2018Someone registers the text in the Congreso.
  2. Admitted20 November 2018The 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
Nov 2018Dec 2018Jan 2019Feb 201911. 16 November 2018: Presentación22. 20 November 2018: Boletín Oficial de las Cortes Generales Publicación desde 20/11/2018 hasta 23/11/201833. 20 November 2018: Calificación44. 23 November 2018: Gobierno Contestación desde 23/11/2018 hasta 05/02/201955. 5 February 2019: Pleno Toma en consideración desde 05/02/2019 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.

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