Developments in the societies of capital not listed after the Law 25/2011, of August 1

Abstract

The past October 2 came into force the Law 25/2011, August 1, for the partial reform of the Companies Act of Capital and incorporation of the Directive 2007/36/EC of The European Parliament and the Council of July 11, on the exercise of certain rights of the shareholders of listed companies (BOE num. 184, Official Gazette of August 2).

However, in spite of the explicitness of the title of the Act itself, we must bear in mind that the scope of the same has not been limited to develop the exercise of certain rights, especially information and vote, by the partners in the listed companies incorporating the transposition of Directive EC mentioned (which is devoted the second article of the Law, (amending chapter VI and rearranging the chapters VII to IX of Title XIV of the consolidated text of the Capital company,(amending chapter VI and rearranging the chapters VII to IX of Title XIV of the consolidated text of the Capital Company Law), but that, as has its own explanatory statement also «aims to ( … ), the reduction of the cost of organization and functioning of societies of capital,the introduction of some rules of modernization of the law of this kind of societies ( … ), as well as the removal of some of the more unwarranted differences between the regime of corporations and limited liability companies», object that, although treated as unique in the own Explanatory Statement.

I believe that should be treated as independent purposes which are susceptible to treatment independent. It is within the scope of these purposes or objectives (and therefore, putting aside the incorporation into our right to Directive 2007/36/EC) the framework in which fits this article that is not intended to be more than a mere approximation to the amendments introduced by Law 25/2011, and not a thorough development of the rules of notice of meetings, constitution and the rest of rules of the regular operation of the venture capital companies in Spain.