Spanish Code of Comerce

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CODE OF COMMERCE

2010
2009

Colección:Traducciones del derecho español

Edita:
© Ministerio de Justicia - Secretaría General Técnica
NIPO: 051-09-029-X
Traducción jurada realizada por: Clinter Traducciones e Interpretaciones S.A. Maquetación: DIN Impresores, S.L.
Cabo Tortosa, 13-15. Pol. Ind Borondo - 28500 - Arganda del Rey (Madrid)http://www.060.es

(TRADUCCIÓN JURADA DEL ORIGINAL EN ESPAÑOL AL INGLÉS)
(SWORN TRANSLATION FROM THE SPANISH ORIGINAL INTO ENGLISH)

II. CODE OF COMMERCE

2. ROYAL DECREE, DATED 22ND AUGUST 1885
BY WHICH THE CODE OF COMMERCE IS PUBLISHED
(Gazette numbers 298 to 328, from 16th October to 24th November 1885) Pursuant to the provisions contained in the Act to which I gave My Royal Assent on this day, authorising My Government to publish the Bill of the Code of Commerce to have the force of an Act of Parliament, and accepting the advice of the Council of Ministers, I do hereby decree as follows:

Article 1. The said Code of Commerce shall be observed as if it were an Act of Parliament in Mainland Spain and the adjoining isles as of 1st January 1886.1
Article 2. A copy of the official edition, signed by Myself and countersigned by the Minister of Grace and Justice shall be kept at the Archive of the Ministry and shall act as the original to all legal effects.2 Article 3. Public limited companies trading for profit in existence on 31st December 1885 that, pursuant to Article 150 of the same Code, are entitled to chose between continuing to be governed by their Regulations or Articles of Association, or to submit to the specifications of the new Code. They must exercise this right by means of a resolution passed by their shareholders at an Extraordinary General Meeting of Shareholders, called specifically for this purpose, according to their present Articles of Association, and that resolution must be published in the Madrid Gazette before 1st January 1886, and an authenticated copy be lodged at the Business Registry. Companies that do not avail themselves of the said right of option within the terms stated shall continue to be governed by their own Articles of Association and Regulations. Article 4. Following a hearing of the plenary meeting of the Council of State, before the day on which the new Code begins to take force, the Government shall enact the appropriate Regulations for the organisation and regime of the Business Registry and Stock Exchanges, and the transitory provisions these new organisations require.

Issued at San Ildefonso, this 22nd August 1885. ALFONSO. The Minister of Grace and Justice, Francisco Silvela.

1
Article 1. See Articles 116 and following of the Code of Commerce and 3 and following of the Public Limited Companies Act and Private Limited Companies Act.
2

Article 2. See Articles 1 and 4, number 3 of the Spanish Civil Code. The Spanish Constitution of 1978 has recognised diverse legislative competences to the Autonomous Communities. See Articles 148 to 150 of the text of the Constitution and its subsequent implementation in the Statutes of the Autonomous Community of Catalonia (Articles 9 to 11 of Organic Act 4/1979, Official State Gazette number 306, dated 22nd December 1979); Basque Country (Articles 10 to 12, both inclusive, of Organic Act 3/1979, dated 18th December, Official State Gazette number 306 dated 22nd December 1979); Galicia (Articles 27 to 34 of Organic Act 1/1981, dated 8th April, Official State Gazette number 101, dated 28th April 1981. N.2.: See Article 59 of the Code of Commerce that specifically refers to this Article 2.

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CODE OF COMMERCE
BOOK I
On businesspersons and commerce in general
TITLE ONE
On businesspersons and acts of commerce
Article 1. Those who are considered businesspersons for the purposes of this Code include: 1.º Those who, having the legal capacity to engage in business, do so habitually; 2.º Business or industrial companies incorporated pursuant to this Code;3 Article 2. Acts of...
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