Unit 5

Question 1

What are the two corporate bodies?

Answer 1

-Managing Body (directors)
[legal representation of the legal entity]

-General Meeting:
[collegiate body to form the will of the members]
they are not the legal represenatives of the company

Question 2

What are the competencies of the General Meeting?

Answer 2

1. Approval of the annual accounts; of the social management and application of the results
2. Appointment and removal of directors, liquidators or auditors
3. Amendments to the by-laws (includes capital increase or reduction)
4. Suppression or limitation of the pre-emptive right (the right of a member to keep their proportional stake(%) in the business in the event of a capital increase
5. Acquisition, disposal of essential assets (>25% assets)
6. Transformation, merger, division of the company
7. Approval of the liquidation

Question 3

What are the types of General Meeting?

Answer 3

ORDINARY
every year 6 months after the ending of the fiscal year
Function: approval of the annual accounts

EXTRAORDINARY
organized when necessary
functions: everything else

[if 100% of the members is present at the meeting and all of them approve the agenda == UNIVERSAL GENERAL MEETING]

Question 4

What is the Legal Process that needs to be followed for organizing the General Meeting?

Answer 4

ANNOUNCEMENT (not required if “universal”)
a) function -> members need to know place, day, and time of the meeting and the agenda

b) who should convene -> the directors; possible request by members (>=5% of the capital)

c)Form -> website of the company; BORME + diary; individual communication

CONSTITUTION
a)place and day (as specified in the convene)

b)confirmation of attendance: personally the members or by proxy. Managing body must attend

c) appointment & chairperson and secretary

d) Quorum of the meeting (attendance)
SA —–> there is a minum attendance necessary to consider the meeting valid
SRL —-> no minimum attendance required

CELEBRATION (and adoption of agreements):
a) majorities needed to adopt agreements

b) a vote is taken on every topic discussed

c) meeting minutes

Question 5

When will the directors call the general meeting?

Answer 5

Necessarily every year, the ordinary general
meeting.

When they deem it convenient for the social
interest.

When there is a statutory provision or law that
imposes it.

When requested by members representing at
least 5% of the Capital.

When cases of mandatory dissolution occur

Question 6

What are the characteristics of the Board of Directors?

Answer 6

legal representation and top management of the company

Large Margin of discretion–> no powers enumerated by law

No interference from the general meeting
(directors have no obligation to follow orders from the general meeting since they are liable for anything that happens)

Question 7

What are the different ways to organize the Board of directors?

Answer 7

SINGLE DIRECTOR
the condition of director falls on a single person, natural or legal

JOINT AND SEVERAL DIRECTORS
two or more directos can act on their own without requiring joing anction with the directos
(consequences fall on all directors)

JOINT DIRECTORS
two or more directors that must act jointly; so that each of them, by themselves, cannot perform the function of the organ. (for SA no more than 2)

BOARD OF DIRECTORS
from 3 to 12 for SRL, no limit in SA
Agreements are taken collectively by majorities

Question 8

what are the general principles of the regime or directors

Answer 8

a) Capacity and prohibition

b) Appointment and term:
- appointed by the general meeting
- duration will be expressed in the statutes (SA max 6 years, SRL no limit)

c)Remuneration: paid or free position -> statutory determination (in the by-laws)

d)Termination:
1. over time (end of contract)
2. Dismissal agreement (no reason needed)
3. Liability action
4. Director’s resignation
5. Director death (or dissolution of legal person)
6. Dissolution and start of liquidation –> appointment of a liquidator