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WRITING BUSINESS CREATION OF CIVIL SOCIETY . NUMBER

In my residence, a *

Before me, Notary of the College of ,-----
------------------- APPEAR - DON
----------------- ******, of age, nationality, legal status of married with Doña marital *** *** neighbor residing in *** and with DNI number ****.----------------------------------- -
This respondent, as a professional partner engaged in the profession, *** *** belongs to the Association, which is the number of college credits ****, as certified by the Professional Association, who left attached to this matrix, and that is the current rating .------------------------------------------------ professional DON ******,
of age, nationality, legal status of married with Doña marital *** *** neighbor residing at *** and with DNI number ****.-- ----------------------------------
This respondent, as a professional partner, engaged in the profession, *** *** belongs to the Association, which has a number of collegiate ****, as credited with the Professional Association certificate, which I leave attached to this original and which is your current professional qualification .--------------------------- ---------------------
AND DON ******, of age, nationality, legal status of married with Doña marital *** *** neighbor residing at *** and with DNI number ****.------------------------------ ------
This respondent, as a professional partner, engaged in the profession, *** *** belongs to the Association, which is the number of college credits ****, as certified by the Professional Association, I leave attached to this matrix. and which is your current professional qualification .----------------------------------------- ------- They consist
three appearing as professional partners, which is lacking in them no disqualification for the exercise of the profession which will be the object of the Trade that is, or has been disabled for that year under court order or corporate
.-------------- INVOLVED in his own name and right .-----
have in my view, necessary legal capacity to enter into this deed of incorporation PROFESSIONAL CIVIL, y. -------------------- RECITALS

:--------------------
FIRST .- That appearing have agreed to form a Society of Professional Liability and for this purpose .--

-------------------
:------------------- FORTH I. - appearing melt and form a professional partnership under the name of "****** GSP ", the which is governed by the statutes referred to, and in matters not covered by them, by the Professional Societies Act, the Civil Code and other applicable provisions .------------------ -------------------
NIF: This institution has NIF. provisional ********. I
Those appearing exhibit a certificate attesting not recorded any The name in partnership with I give and its protocol in this scripture .-------------
II .- The address, purpose, capital and term of the Company constituted are entered in the Statute .--
III .- The Company will begin its operations today.
IV .- INSURANCE: In addition the company has set up the insurance for the liability they may incur in the course of the activity that constitutes the corporate purpose, as certified to deliver and left me bound to this matrix, and that the Company is Insurer and policy number .--------------------------------------
V. - CONTRIBUTIONS AND ALLOCATION OF SHARES: The social capital of, and provision is made as follows:, gives the amount of, and is assigned a share of FORTY-FIVE PERCENT (45%) by the value of the contribution. DON provides the amount of, and is assigned a share of THIRTY-SEVEN AND FIFTY WHOLE WHOLE OTHER hundredths (37, 5%),
by the value of the contribution. DON, brings the number of, and is assigned a share of SEVENTEEN FIFTY WHOLE AND WHOLE OTHER hundredths (17.50%) by the value of what produced .--------------- ------------------------
The contributions of partners have been admitted by their respective subscribers in the Social Fund, leaving the fully subscribed and paid up capital
.----------------------------------- me I was the notary certifies the reality of capital contributions to the Company by the relevant bank certificate of deposit, which included left this matrix.
VI .- APPOINTMENT OF CHARGE .-------------------- This act appointing the members, managers, acting upon a matter of Commonwealth, with the powers outlined in this writing and common law .--------------------------- appointed administrators accepted the position, and show no incompatibility not affect the performance thereof.
The supreme organ of society is the general meeting of members, composed of all who take its decisions by the majority principle .------------------- capital ------
may not be employed or holding office in the Society, persons falling within any of the restrictions, disabilities and incompatibilities laws, in particular, apart from those contained in the Act 2 / 2007, those contained in Law 25/1983 and Law 19/1988 and other laws (state or regional) applicable. VII .- SOCIAL SYSTEM
.---------------------------
A. - Name, duration, purpose and address of the Corporation article 1 .- Under the heading of "establishing a professional partnership, governed by these Bylaws, and what in them is not foreseen, and in matters not covered by them, by the Professional Corporation Law, the Code Civil and other applicable provisions. Article 2 .- The duration of the Company shall be indefinite, subject to the cases of dissolution under the Act or these Bylaws, and will start its operations on the execution of the deed of incorporation.
The fiscal year will coincide with the calendar years beginning on January 1 and ending on 31 December each year.
Article 3 .- The company has the sole purpose of the activity of the practice of law / Medicine / Architecture / Auditing / Engineering ***
The activities included in the above object may be developed by the company directly, or through other companies are engaged in the same profession that is the subject of which here is .------------------------------ ----
Article 4 .- The company shall have its head on. The registered office may be transferred by agreement of the board of partners elsewhere, and to establish, delete and move branches, agencies and offices to be good .-------------- - B. - From the social capital and the means of the Society .- Article 5 .- The capital stock is fixed in quantity, amount to which the amount contributed by a member at the time of the constitution of the Company and is paid in cash in full .---------------------------------------- Article 6 .- -------- corporate debts society respond with all its assets. However, the debts arising from the professional acts, shall be jointly responsible society and professionals, members or not, as having acted with the application of general rules on contract or tort, corresponding .---------------- --------------------
ancillary service. Notwithstanding the foregoing, the professional members who hold shares of this class are required to perform ancillary services for the company, full time, and with the particular content of their work. Also be required not to perform professional services within its jurisdiction on its own behalf or for people or companies outside the society that is created. These benefits shall be paid remuneration consisting of a monthly amount, set each year by the General Meeting of Members, taking into account the greater or lesser commitment to the development partner of the objects, their expertise, seniority in the exercise of the profession and clients where appropriate, provided to society. Failure of incidental services in whole or in part, or the provision of professional services in its own name or natural or legal persons outside the company, will be cause for exclusion from professional partner, in terms of art. 14 of the Special Act.
Article 7 .- The voluntary transfer of the share belonging to the professional members, by inter vivos, whether for consideration or free of charge, you can only carry out the agreement of all professional partners .------------------------ ---
Article 8 .- As for the case of transfer mortis causa of participation pertaining to professional partner, not to be transmitted also to their successors, without the agreement of other professional partners .--------- ---------------------------------------
Otherwise, be paid to those, the appropriate fee payment, appreciated that participation in the fair value which considers the day of death of partner, and whose price is paid in cash .-------------------- --------------------
A lack of agreement on the fair value of social participation or the person or persons who will value them and the procedure for evaluation, the shares will be valued by an independent expert for the purpose stated by all partners and, failing agreement, draw from those proposed.
The same rule applies in the case of forced transfer inter vivos, or liquidation of co-ownership schemes, including the conjugal legal partnership .------------------
D. - On the system of :----------------- Society Article 9 .- The Company shall be governed and managed: 1. By the general meeting .------------- 2 º. For two joint directors .------- article 10 .- All members are pre-assembled Society, form the general meeting .- Article 11 .- The General Meeting shall meet in ordinary and extraordinary. The general meeting will meet on a routine basis at least once a year and may meet in extraordinary session whenever it deems appropriate to the director of the company, or requested by any of the partners .---------- ---- Notwithstanding this Board may be held if all members are meeting decided to celebrate .--------- Article 12 .- The General Meeting shall be convened by one of the joint administrators, by registered letter with acknowledgment receipt or by any other means of communication convincing character that has led to members with at least fifteen days before the date of conclusion .-------------- Article 13 .- The Board will be chaired by one of the directors joint, acting as Secretary the other joint administrators. The resolutions are adopted by majority vote, except where unanimity is required by law or by these Bylaws, and will consider it as obligatory for all members. Each partner is entitled to one vote, whatever their participación.Artículo 14 .- The General Meeting, duly constituted, has absolute authority to resolve all matters affecting the Company .-------- ----------------------------------------
Article 15 .- All members agreed, unanimously, to appoint joint directors as the representative body of the society, appointed to this position to --------------- Administrators will include the following powers: 1 .- Managing social assets and businesses, with all the powers inherent in the position of Manager, according to law and custom. 2 .- To celebrate and perform all acts and contracts in particular, acquire, dispose of, encumber, mortgage, exchange and dispose of all kinds of movable or immovable property and real rights over them any kind, and aggregations, groupings , segregations, divisions, extinctions condominium, declare new works, be farms in horizontal property regime constitute servitude and, in sum, make any disposition or strict ownership .------------------- --------------------- 3 .- Open and follow the mail from the Company, to receive Post, Telegraph, Train and Transport Agencies Shipping any kind consigned to name of the company, including money, by making the appropriate claims .------------------------ 4 .- confer and revoke general or special. 5 .- To hire and dismiss employees, agents and subsidiaries, pointing salaries and jobs .------------- 6 .- Make contracts for works, supplies, transport, insurance of any kind and any other commercial or industrial nature with the terms necesarias.7 º .- Take part in contests, auctions and public tenders and private, make appropriations, deposit and withdraw deposits, lead shot, get the award of auction and grant deeds or documents necessary .-------------------------- 8 .- Represent the Company in court and outside it. Thus, exercise before the Courts regular or special authorities and offices of the state, province, municipality, autonomous bodies, tribunals or any other center, all actions or exceptions applicable to the Company, or extra ordinary appeal of all kinds, including review and appeal, naming Attorney, Lawyers and Agents representing the Company, which may confer a general power of attorney for lawsuits and those powers were accurate. Subjecting the Company to the jurisdiction of certain courts. Compromise actions and rights and subject the Company to arbitration in law or equity. 9 .- To carry out all kinds of currency and banking transactions with persons, agencies or entities, banks, including the Bank of Spain and other officers, as well as private individuals or legal entities. Open, arrange, track, close and cancel accounts, credit and savings, Bank of Spain and any other credit institution, public or private, signing vouchers, checks, promissory notes, transfers and extractor. To draw, accept, endorse, endorse, protest, charge, discount, state and intervene to take bills of exchange, commercial or financial and other documents the business or commercial traffic. Credit operations and give and borrow with a personal guarantee, collateral or mortgage, sign, renew and cancel policies. Hire Recruit boxes. Open, deposit, withdraw and cancel deposits .------------------- 10 .- Providing guarantees, warranties and guarantees to third parties, whatever the guarantee obligations .- ------- 11 .- Establish, accept, cancel, modify, delay, and extend all types of mortgages, liens, antichresis and any kind of guarantees and real rights .------------------- ------------- 11 .- Transfer credits endorsable. Buy, sell and trade securities and public and private .---------- 12 .- To receive or collect amounts and credits in cash or kind, due to the Company for any reason or cause, including those come from the Treasury by warrants or orders for payment, issuing receipts, receipts, adjustments and settlements and payloads; grant extensions and set the deadlines for payment and amount. Go to any kind of bankruptcy, suspension payments or bankruptcies that somehow the company is interested, accept or reject proposals, attend meetings and vote, appoint and remove trustees and administrators to accept or reject any agreements, exercising its rights and powers granted to attend creditors by law make fair and legitimate payments. 13 .- To create, establish and dissolve all kinds of companies, subscribe and pay equity securities, providing cash or property of any kind, to appoint representatives to the same and exercise shareholder rights, accepting roles and designate persons to fill them on behalf of the Company .--------- E. - of income :--------------- article 16 .- The losses of the Company will be supported by professional partners in equal proportion to their contributions in cash, the proceeds, if any, will also be distributed in proportion to their contributions .-------- ----------------------- F. - Of the Dissolution of the Company :------------ Article 17 .- Company shall be dissolved on the grounds specified in the Civil Code, except as provided in the following article of this constitution, and especially for the favorable resolution of two thirds of all members taken at an extraordinary general meeting specially convened for that purpose .-- Agreed ------------------- dissolution, the Board shall fix the amount corresponding each partner as an expense or loss. Once the person, if it appears remainder shall be distributed among the partners in proportion to their contributions, and if this excess will END to cover the amounts disbursed and it exists still active, it is allocated to members as profit. If cash is not sufficient to cover the liabilities, the shortfall will be borne solely by the equity partners in proportion to their quotas. Article 18 .- The dissolution of the corporation by will or waiver of any of the partners require the conditions to be established in art. 1705 and related provisions of the Civil Code.
Article 19 .- Any dispute or disagreement between partners or between them and the Company is subject to arbitration in equity, all submitting to the jurisdiction of the Company, to resign himself if different. VIII .- The deponents
take over one another so that only one of them, acting on behalf of all those appearing to amend, add or correct the spelling, or the Statute, according to the verbal or written by Mr Registrar Trade, to get registration in the Register, when it will be revoked this seizure .--------------------
Mr. Registrar is requested to give evidence to the Trade writing, even partially, under Rule 63 of the Companies Registry .----------------------------- I
reserves and fiscal and legal notices, and especially warn them of the need for registration of this document .----------------------- Register --------------- Les
indicate the requirement of self-assess tax within thirty days, as of today .-
In accordance with the Organic Law 15 / 1999, the respondent is informed and accepts the inclusion of their data to the automated files of the notary, which is kept in the same confidential, subject to mandatory referrals .-------- ---------------------------
Read by me, Notary, this script to appearing in the terms established by Article 193 of the Notarial Regulation, prior notice of their right to know I have to do it, show be duly informed of its contents and will ratify it and give their free consent and sign the Notary me . Id
of Mr. appearing for their identity documents, that, in my opinion, have the capacity and legitimacy to this grant, that the consent was freely given, that the award conforms to the legality and will duly informed of them and, as appropriate, the full contents of this public, issued in sheets of paper * notary ... series, this and the 'previous order (all correlations), I, the Notary, attest .-------------------------- ------

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Law 55/2007 of 28 December Film. Register
property. It adds a fourth additional provision of Law 28/1998 of July 13 , installment sale of property, which shall read as follows:
"section of works and recordings. It creates an additional section in the Register of movable property pertaining to enrollment, effective against third parties, construction and audiovisual recordings his right of exploitation and, where appropriate, of the demand notes, liens, charges, limitations of available mortgages, taxes and other real rights over them, in the manner determined by law. "
Register administrative. To qualify for certificates of qualification, credits, grants and other incentives provided in this Act, shall require prior registration in the Register of Business Administration Motion Picture and Audiovisual, part of the Institute of Cinematography and Audiovisual Arts. In the Register, public, be recorded natural or legal persons holding companies based in Spain and holders of movie theaters, but are not of a business.
Entry into force: 29 December 2007 except art. 36.

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COMPANIES FINANCIAL ADVICE

In the great reform of our financial markets carried out by the Law 47/2007 of 19 December by amending Law 24/1988 of 28 July Securities Market, is worth mentioning, for its interest to Notaries and Registrars Mercantile content of the new art. 64 of the Act

This article establishes a reserve, both naming and object, in favor of investment services firms. Indeed

first as art. 64.6 of the Act provides that "the names" Securities Company "," Agency Securities "," Portfolio Management Company "and" Financial Advisory Company "and its abbreviation" SV "," AV " "GSC" and "EAFI" respectively, are reserved to the entities registered in the registers of the CNMV, which are required to include in the description. No other person or entity may use such names or name or abbreviation enterprise investment services or any other abbreviation or name confusingly. " Standard is to be taken seriously especially with names more or less close to those governed by law

Second art.64.7 cited as the "no person or entity may, without obtaining the required authorization and being registered in the corresponding administrative records of professional development activities "specific to investment companies specified in paragraph 1 and letters a), b), d), f) g) of paragraph 2 of art. 63 of that Act Of all these activities that may pose more doubts about the purpose of the companies usually have to register in RRMM, are included in paragraph 1 g) of Art. 63, paragraph 2 letter c and e.

These sections are designed as exclusive purpose of the new financial advisory firms, subject to approval by the CNMV, "the investment advice, understood as the provision of personal recommendations to a client, either request or initiative of the investment services company. " It is also subject to these entities "advising companies on capital structure, industrial strategy and related matters and advice and other services related to mergers and acquisitions "and also" reporting of investment and financial analysis or other forms of general recommendation relating to transactions in financial instruments. " Well

the first activity identified above, ie on the investment advice is configured, repeat, as the sole purpose of financial advisory firms. Not so the other activities that can be performed by them or by others, because it is not established by this book.

In view of the above is that we have to ask whether the object is so common in some of our societies on the financial advice is still possible after the entry into force on December 21, 2007, the reform of the Law on Securities Market. Let's see.

If the item is worded generically as financial advice, it seems that not be possible to register the company, for applying the doctrine enshrined in the DGRN of social activities on gender includes all species, it is clear that will be covered in this activity is reserved by law to financial advisory firms. So from the entry into force of the law societies that wish to include as one of the financial advisory activities should specify that its activity is limited to any of those mentioned above have not reserved exclusively for companies that deal. Although perhaps it easy at the time of writing the object is to establish a special exclusion clause of the object leaving out regulated activities in the Securities Market Act are exclusive and sole purpose of investment firms in generaly of financial advice in particular. We understand that not complying with the Act with the general exclusion clause usually style the article on the subject of society. And we understand that it would not be acceptable by the severity of the penalty prescribed in Article 64 for the same If any society in order that affects the Securities Exchange Act managed to register in the Registry.

in section 9 of the same art. 64 which discussed, apart from the logic prohibition of placing on the RM societies or designation order contrary to the provisions of the Act provides that if despite this the inscriptions have been carried out "shall be null and void and must proceed its cancellation of its own motion or request of the CNMV. Such invalidity shall not prejudice the rights of third parties in good faith, acquired under the contents of the relevant records. " Given the severity of the penalty provided, we believe that the most desirable in social object is to establish when, by virtue of the consulting activity set, there may be some doubt about their inclusion or not in the Securities Market Act, the special exclusion noted.

In conclusion from December 21, 2007 will not be possible in normal societies, the object relative to financial advice, unless such activity is excluded from their own societies of this kind established in the art. 63 of the Securities Act Tagging.
not pose the problem of whether such activity could enter or not in conflict with the provisions of art. 1 of Act 2 / 2007 of Professional Societies. Given the general character of the word advice and it seems that such advice is not confined to certain categories of professionals, but can be self-activity of many or even non-professionals, we should not consider the registration problem this way because even the same Securities Exchange Act permits such object without the companies it regulates.

Finally we note that the Act is silent regarding the companies that object having been entered in the registry or deeds are for being granted before December 21, 2007. They only talk about adapting the companies that provide investment services. It seems, therefore, have to apply a penalty of nullity, although it advisable in these cases to their own partners, will adopt a resolution to amend corporate purpose in the sense that we have mentioned.

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DEPOSIT ACCOUNTS. IF THE COMPANY MAY FILE ABRIDGED BALANCE, EVEN IF REGISTERED AUDITOR BE VOLUNTARY, YOUR REPORT IS NOT NECESSARY. Resolution of February 8, 2008, the Directorate General of Registries and Notaries, on filing of annual accounts of "The Green River Trail, SL." Binding .
Similar to 6 and July 10, 2007, summarized under the numbers 202 and 195 this site for 2007.
The bottom line on this issue, as we stated in our comments to the second of the above resolutions, is that the certification of the General Meeting approving the annual accounts stating that the company may make an abridged balance sheet and is not required to submit their accounts to the audit report. Consisting, it is immaterial whether the company has registered a current auditor and that this is voluntary or not, because in no case may be required to deposit the report of the auditors.
PDF (2008/04029; 1 pp. - 48 KB.)

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ELECTRONIC MONEY INSTITUTIONS. Royal Decree 322/2008 of 29 February on the legal status of electronic money institutions. About
. They are treated as electronic money institutions that credit institutions whose main business is to issue means of payment in the form of electronic money.
not include the entities defined in Article 1.1.a) of Royal Decree 1298/1986 of June 28 on the adaptation of existing law on credit institutions of the European Communities ie, firms having as typical and usual activity receiving funds from the public as deposits, loans, temporary or similar financial assets that are inconsistent with the obligation of restitution, applying self to the granting of loans or transactions of a similar nature.
concept of electronic money: The monetary value represented by a claim on the issuer: a) Stored in an electronic medium. b) Issued to receive funds of an amount which may not be less than the monetary value issued. c) accepted as means of payment by undertakings other than the issuer.
Reserve designation. The name 'Entities Electronic Money "and its abbreviation EDE, shall be allocated to these entities, which are obliged to include it in their names.
Authorization and registration. Chronological steps: 1 .-
Authorization by the Minister of Economy and Finance.
2 .- Incorporation and registration in the Commercial Register
3 .- Special Registration in the Electronic Money Institutions to be established at the Bank of Spain. Be published in the Official Gazette and communicated to the European Commission. 4 .- Top
activities. Authorization will expire 12 months if no activity begins.
Modification of the statutes. Will be subject to that approval and registration procedure exceptions: as change of registered office within the national territory, capital increase or addition to the rules of textual legal or regulatory requirements mandatory or prohibitive
Mergers. The fusion of an electronic money institution to another credit or any other company must be authorized by the Minister of Finance within three months.
Revocation. The decision to revoke the authorization or exemption will be substantiated and entered in the Commercial Register and the Register of Electronic Money Institutions Bank of Spain. Section 14.5.
PDF (2008/04058; 8 pages. - 242 KB.)

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AN EXCEPTION TO THE ESTABLISHMENT AND REGISTRATION OF PROFESSIONAL SOCIETY:
THE PURSUIT OF OWNERSHIP BY PHARMACEUTICAL PROFESSION OFFICE OF DRUG

Gragera Eduardo Glez.-Santiago, Seville ICA Counsel, Attorneys LegalSur partner


The purpose of this study is whether or not to implement the new social type of professional society as defined in the Act 2 / 2007, 15 March, in the field of pharmacy, for which we need from the analysis of what is meant by the pharmacy in its current economic legal aspect to consider second if new professional societies fit in legal settings from that in our law.

The concept of pharmacy has evolved considerably since its early consideration to their current reality. I believe that in any case, obviously, we are referring to both the amplitude is not local or establishment, as the exercise of the pharmacy profession in the form of the population provide the basic services listed in Article 1 of Law 16/1997 through an office open to public and private health care institution of public interest. This section describes the field of alternative pharmaceutical profession exercises that do not address the subject of our study (analysis, testing, orthopedics, etc.) As well as other potential companies in the pharmaceutical sector (industry / laboratories, distributors, etc. .)

In a first such exercise of activity involves the confluence of three key elements, as our courts have repeatedly pointed out.

• First is the practice of a profession, which is also health. Be a profession involves academic qualification requirements and licensing, but the health status in this field adds the necessary implementation of Law 44/2003 of 21 November, management of Health Professions.

• Second is the practice of a company, which also is sanitary. That is business, and even trade, directly or indirectly, as assimilated to it, as positions, "take their required membership of the Chambers of Commerce settled law, as well as the identification of undoubted civil, or commercial in its structure. However, that character also adds to health both essential administrative aspects.

• And so much so that it is in third place, a private practice but the public interest for such personal health information, what has come to be considered a "public wrong" (Supreme Court ruling June 9 1988, June 30, 1995 and 1997.The April 4, among others). This leads to the subjection of that year to major requirements (including ownership), a requirement of administrative authorizations and submission to planning.

In any case, our law these three elements should be noted that appear to be inseparable, leading to a genuine status of the activity. However, I do believe without a doubt that this activity now stands as the main business item, because difference is that this mode of practicing the profession of others: do through pharmacy open to the public, as an organized structure directed the market. So, even with its own characteristics, we face a real company, within which self-exercises-that the pharmaceutical profession. Thus, the Constitutional Court ruling of June 6, 2003 talks of a "pharmaceutical business model" to refer to the basic and essential elements of the pharmacy. Therefore, the statute must speak pharmaceutical company. And in this statute, although as we see conceptual relationships interwoven, yet always prevails in the public interest arising from the health objective pursued, so that the General Health Law entrusts the pharmaceutical services in the NHS, outside hospitals, businesses that are community pharmacies by the guarantee implies the intervention of the pharmacist as health professional, but not satisfied with a simple intervention, but that requires the title and ownership of it in the hands of it.

However, on several occasions and in various forums, it has no relevance to this unitary concept, but a mere partial administrative and civil aspects.

partial course of the case these approaches have relied heavily on call to resolve jurisdiction over certain disputes, but ultimately led to pose a doctrinal dichotomy between administrative and civil property ownership that we think is difficult to sustain. And that, however, we have seen precisely reproduced in the parliamentary debates preceding the enactment of the Companies Law Professionals, the influence that this entails for the purposes of this analysis.

However, the pharmacy is now a company that come together inseparable, forming a true status legal aspects and elements into a unified whole. Therefore, when difference between property ownership and civil administration incurred in absolute simplicity. Actually, what title should be discussed is the administration that equates to ownership of the civil authority and ownership (or commercial) which is identified with ownership of the company, but in both areas or concepts not as independent but converging within we call status of the pharmaceutical company.

This brings us, then, outlines the elements of the statute, the elements of the pharmaceutical company that is the pharmacy.

and, indirectly, but forced, to identify the role that the three elements characterizing this activity previously noted (exercise of health professions, health and exercise company private practice of public health in character)

First, in its subjective aspect, appears employer or owner.

Entrepreneur is one who holds legal title on the company, as a matter recognoscible, entitling him to its representation and management, direction, subject to liability to third parties.

Character reporting health status have already been imposed by the requirement that it be pharmaceutical, licensed individual Pharmacy, and that its title is owned company. And that is owned, means to recognize in himself the essential characteristics of the domain: that is, enjoy broader power to manage and provision (Article 348 of the Civil Code), subject to unlimited personal liability (the principle of liability universal, Article 1911 of the Code) with full recognition and enforceability against third parties (erga omnes). This, and nothing else, means that the administrative owner holds the property of the company

Second, in its objective aspect, we find what we might call the productive elements. And these elements, in turn, are personal and property.

personal items may be different but in any case, the personal health status reporting always requires the presence of health professionals (Article 5 of Law 16/1997, of 25 April, Regulatory Services Office Pharmacy) to require the pharmacist owner (or exceptionally, Regent), and power of substitutes and assistants or helpers. It is, therefore, in this situation and context in which our legal model is developed before exercising call the pharmacy profession through pharmacy, exiled and in practice a liberal exercise without own business characters of the past. The exercise of the pharmacist as the professional is direct, self-employed, while the substitutes and deputy or assistant is employed, under a lease of services or, more generally, labor relations that links you to one in the business environment. These categories of exercise or self-employed, on the other hand, refers explicitly, as one would expect, the Law on Management of Health Professions (including Articles 4.2, 40.1, 41 and 42).

As the assets, or rather cheap, as stated above can be identified as such usually the establishment or business premises, inventory, customers, transfer fees and other physical-economic elements of the company (furniture, machinery, software licenses, etc.)..

Finally, thirdly, in its formal aspect, also subject to a valid legal title (which, as we have seen, must be owned), the pharmaceutical company for their personal health also requires administrative authorization of the head owner of the company, so too must be the administrative head.

We say that the title should be owned or domain (owner) on the company as a whole unit, since it can refer only to the legal requirement, as the local business or other economic or financial production elements is no doubt different titles that fit the domain (rent, lease, deposit, loan, etc ...).

For administrative authorizations of them deal with state baseline both Article 3 of Law 16/1997, and Royal Decree 1277/2003 of 10 October, laying down General Bases on Authorization Centres, services and institutions, all without prejudice to the regional competition in the capital area.

But besides this, that to be a unitary business group, also leads to consider their impact on transmission level so that management ownership and ownership authorization civilian control over the company necessarily appear together, even for the purpose of such transmissions. Consequently, the transmission of the pharmaceutical company necessarily implies approval. Perfectly

could mean something else: that what is transmitted is the company and, once transferred, the purchaser is granted as a matter of discretion-regulated-no new authorization. State legislation, traditionally-and still today, it could be argued this thesis, but the reality has been diluting regional rules this possibility for the sake of the transfer of the permit itself.

What I argue is that there is always a correlation with the transfer of the business and can not understand the concept separately, nor reduced to the mere possibility of transmitting what actually happens is that when you convey the company necessarily be transmitted in the same administrative authority, as it essential formal element.

Therefore, we conclude that PHARMACIST EMPLOYERS, AS A COMPANY IS DRUG, A PHARMACEUTICAL TO BE IN ADDITION TO EXERCISE YOUR PROFESSION DIRECTLY IN YOUR COMPANY, FROM A BUSINESS PERSPECTIVE DISPLAYED TO THE OWNERSHIP OF ADMINISTRATIVE AUTHORIZATION, AND, VIEW FROM A CIVIL (OR TRADE) MUST hold title of ownership (OWNER) OF THE COMPANY THAT IS THE OFFICE OF PHARMACY.

Now: can we co-ownership in the administrative approval?, What about the corporate domain?. For

administrative authorization, health status of the company statute requires that, in principle, the "owner" is a single person has a degree in Pharmacy. That would follow Article 1 of Law 16/1997 referred to in the singular, the pharmacist-owner owner, that is, a single individual pharmaceutical and therefore confirms a degree in pharmacy and Article 6.2.b) of the management of Health Professions (Without prejudice to the functions according to their qualifications and specific expertise relevant to each health professional development or that may develop other professionals, are functions of each level health professions graduates the following: (...) b) Pharmacists: it is for Pharmacy Graduates in activities aimed at the production, storage and dispensing of medicines and the collaborative analytical processes, pharmacotherapy and public health surveillance).

However, today it must be viewed in the light of the specialties recognized in the regional legislation, in which the practically unanimous rule is to admit the co-ownership of several pharmacists in the authorization, and as such must be accepted. Always with the nuance required to link with the required identity with the ownership (which reflected the various regional laws mostly). In the rest there is no change: these potential co-owners must be pharmacists, that is, individuals licensed in pharmacy.

As for the possible joint ownership in the domain of the pharmaceutical company, again the health status of the company statute imposes that it holds the administrative head of the company domain ("Owner"), is holding in his person (and, therefore, as a fully recognoscible and enforceable against third parties) the widest powers of representation, management and provision it, subject to a regime of unlimited personal liability. If these characters may be a presumption of joint ownership of the company, said co-ownership is permissible, if not, must be rejected.

As such cases of joint ownership may be mentioned incidentally, as the vacant inheritance or the conjugal partnership. These cases, and even taking into account the controversial nature, they have been considered common assumptions Germanic community, property or common hand pars bonorum Valoris, leading to important civil implications for participation of heirs or spouses on the pharmaceutical company as a whole unit or on the different elements of production , which are beyond the scope of this study, but not distort the thesis that I maintain.

However, in the case of joint ownership is not incidental, but voluntary, we must bear in mind that our legislation does not exclude the possibility of transmission including a fee on the pharmacy, but always in favor of a pharmacist (such as the previous legislation recognized the STS of December 14, 1992, and the effect of STC June 5, 1997, Legal Grounds 8 - which shows how Article 4 of Law 16/1997 provides, inter alia, the transfer of offices pharmacy for another or "other" pharmacists).

However, this always lead to a co-ownership that compared to others (externally) involves a simple community of goods, but internally you can and should be regarded as domestic partnership (civil or collectively, as we opted for civil or commercial nature .)

This is so because, demanding legislation that embodies the administrative ownership in the person of the holder of the domain of the company, and as the administrative head should be a natural person can not be a personification differently by society, spreading a link externally only community without personification, and the business relationship must be maintained in the merely shared procedure. However, in the domestic sphere, they can govern obligational agreements between the joint owners of a society, the most frequent regular contributions to the common fund, and therefore shares in the joint ownership, and / or profit sharing discipline and losses (in essence, covenants and communication media). These companies internal, however, the liability regime that underlies the proficiency requirement imposed, should always be personal (and unlimited personal liability of partners). It is for this reason that capital firms are excluded from this area because, by their nature, are always outside (and this clashes with the required head embodiment in administrative and business owner) and limited liability (which hits the unlimited liability regime required administrative and business owner).

Having this scheme defining the pharmacy in our law, we will see if it fits into the new national professional society. Published

Law 2 / 2007 of March 15, Professional Corporation, its Sixth Additional Provision has been to provide that "Notwithstanding the provisions of this Act, the ownership of pharmacies are regulated by health regulations they is applied. "

Some, subject to conceptual reductionism prevailed, and following that simplification difference between ownership administrative and civilian property, have fallen into the misconception that the DA 6 th, to say that ownership is subject to sanitary and silent about property, has to devote to administrative ownership can not rest on the professional society for health regulations requires either an individual a degree in pharmacy, but instead of civilian property it will be possible to impose on the professional society because it is outside the health requirements and the new law rather than the exception.

So much so that after the parliamentary debates, the final text has been as a compromise that has sought to reflect an intermediate position between the initial project, not exceptions to the pharmacy of the implementation of the Act, and amendments People's Party and Convergence and Union, which both claim exemption as property ownership. And the transaction, as we see, has sought, as proposed by the Socialist Party to except the title, but instead allow the entry of professional societies in the property.

Nevertheless, we must consider that if the intention of our parliamentarians sometimes provides useful interpretative criteria in discerning the meaning of the legislature and the Law, the truth is that it always will not detract or the general legal principles that underpin an institution, or peremptory norms that govern systematically.

Therefore, if we presented the characters which underlie the regulation of pharmacy in our law, we actually based on two fundamental premises.

On the one hand, the character health of the pharmacy always prevails given the public interest to pursue, so modalizes pharmaceutical company is setting up the special status to which is attached. In this sense, I think: 1 .-

the social function of property, enshrined in Article 33 of the Constitution as the anchor of the powers of domination, founded the public health interest is defining the property that falls on the pharmaceutical company, so there is no interpretation of the concept of the property that contradicts the basic principles derived from such interest groups, and

2 .- that Professional Societies Act can not be interpreted inconsistent with the General Health Law. Notice how the First Repeal Provision of General Health Law states that "Any provisions of equal or lower rank in contradiction with this Act", while Professional Societies Act no provision similar content.

And, on the other hand, should prevail on that basis the requirement that the pharmaceutical business (owner of the pharmaceutical company) is a pharmacist who holds the title of administrative approval and holding the title of ownership of the company.

We have seen that the possibility of joint ownership on administrative approval is tied to joint ownership of property (ownership), but could be owned by a professional society in the control or ownership of the company?.

To do this we must analyze the characteristics of the new professional society and confront those who have already defined as belonging to the pharmaceutical company.

First, we must bear in mind that there is a third type of society, different partnerships and limited liability companies, it may take one of the traditional ways in our law (Rule 1.2 of the Corporations Act professionals), because their specialty is not derived from the shape, but the object. Consequently, if society takes the form of capital could here play the objections previously made to them to be the holder of the domain on the pharmaceutical company (an external and limited liability). But would the question on the adoption of a form of partnership.

However, and secondly, we must make it clear that professional societies are always external companies, since its purpose is the direct exercise of the profession recognoscible against third parties, and not merely to regulate the internal agreements obligational between partners. This does not include the fact that, in addition, be required to register with the Mercantile Registry constitutive, to acquire "their" specific legal personality as such professional society. The external nature of the professional society at odds with the requirement that ownership of the domain on recognoscible pharmaceutical company is headed by the head of the administrative approval, and in both cases, be a pharmacist (individual licensed pharmacists).

And third, but an essential way, it should be noted that if we talk about is a form of company in the property jointly owned pharmaceutical company, the only loophole that could be recognized and said we would a partnership (civil or collective) internal that effectively display-only inter-party ownership of the company or for the purposes of regulating the rights of internally partners on the productive elements of heritage, or to distribute profits and losses, or with both purposes. But it no longer serves as both as the object, and ultimately are cases of media companies and disclosure of gains and losses, which expressly distinguished from the professional society, whose object is the joint exercise of the profession .

Ultimately, what can not lose sight of is that the professional society is a partnership between professionals (instrumental, for professional-media communication, or mixed-), which it internally between the partners as joint ownership of property of the company, though outwardly against third parties only appears as a community, but is a professional society (directly, in exercise of the profession). So, by the very legal definition of its objects, the professional society can not serve the purpose of displaying the ownership of control over drug company, but only to the common practice of the profession.

In conclusion, the co-ownership DOMINO IN PHARMACEUTICAL COMPANY ONLY ON CIVIL SOCIETY SUPPORTS AN INTERNAL OR CLASS OF MEDIA, COMMUNICATION, AND MIXED AMONG PROFESSIONAL (OUTSIDE COMMUNITY) BUT NOT A FOREIGN COMPANY FOR PURSUING THE PROFESSION AS A NEW COMPANY BUSINESS

In short: A PROFESSIONAL COMPANY CAN NOT BE AN OWNER OR OWNER pharmacies and therefore does not apply any provision of the LSP. Under English law the pharmaceutical health care profession may be exercised by a single individual or, now, also for several common through a pharmacy professional society (Article 1 of Act 2 / 2007 of March 15, professional societies). And in that practice in the pharmaceutical field, there are no distinctions between the professional, individual and professional-society, except the ownership of pharmacies in the opinion I've developed can only lie with individual. The scope of pharmacy professional society, therefore, it extends to other professional (and, to some extent, business) of the pharmaceutical sector. It is a professional society aimed at distribution or production, or analytical processes, etc. Even the practice of the profession as an adjunct or substitute in the pharmacy. Instead, it is not possible is the ownership-owned pharmacy.

And based on all the foregoing, it is obvious that from a standpoint of attorney, CAN NOT CONSTITUTE A PROFESSIONAL SOCIETY Whose purpose is the ownership of a pharmacy, and that ownership is a different concept of the profession that defines this type of society, NOR A PROFESSIONAL COMPANY WHOSE PURPOSE IS THE YEAR OF OFFICE BY THE PHARMACEUTICAL PROFESSION OF PHARMACY OPEN TO THE PUBLIC because the criteria discussed above make clear that inability. And these arguments, from a registry point of view are equally predicable to DENY THE REGISTRATION IN THE REGISTER AS A SOCIAL PURPOSE BUSINESS INCLUDED IN A SOCIETY.

However, some opinions have been expressed doubts that have entered the pharmacy profession and, finally, I should clarify, corroborating keep the position.

Some have seen the property referred to in art. 103.4 of the General Health Act is not in a civil sense, the property that falls on the material elements of the pharmacy, as the holder on such items may not be proprietary, but it is only in an administrative sense , the property rests with the administrative authority, which always corresponds to the holder. It concludes that ownership and title mentioned in Article 103.4 are quite similar. Therefore, it is said that the requirements of sanitary legislation governing the ownership, owned exclusively by the administrative authority, but not for property civilian pharmacy, which the DA 6 th of Professional Societies Act is interpreted in the sense of respecting those requirements, but to open the door to such professional societies on civilian property.

Against this position, in addition to everything stated so far, include:

That, if both expressions mean the same thing, there would be no reason to understand that the legislature was so redundant,

That can not be strictly speaking speak in terms of real property law on administrative permission, and

That the only argument that is supported is that it is necessary that falls on the material elements property, when yet this is not the property that is countersigned by Article 103.4, but the property lies with the company that is the pharmacy as a unitary whole, but we certainly can held various titles on the material elements compose.
analyzers
Other Professional Societies Act in the pharmaceutical field have concluded, in my view somewhat simplistic way, that this Act applies to the pharmacy to be that the intention of the Members Additional Provision voted 6 th, and by the expression of it "without prejudice to the provisions of this Act ...."

Against this position, as we said at the time included:

That the intention of Members is not a valid argument if it is contrary interpretation, as is the case, the guiding principles of the institution defined in the health legislation;

That the phrase "without prejudice to the provisions of this Act ..." has another meaning attributed different, as the pharmaceutical professional society there can be, but in other areas of professional practice different from the title and ownership of the pharmacy, as we discussed earlier examples;


Finally, among those who have considered the application of Professional Societies Act are, in turn, discrepancies. Thus, while some do not wonder more and those arguments are enough, despite how unjustified their formulation, others however, do recognize that society can not hold professional / owner of the administrative approval because the person is required LGS physical, but unavoidable option for implementation of the Professional Societies Act requires them to say that the professional society is what can carry on the business's own pharmacy. And for this they need to go-no more, no less, than a forced sale of temporary use authorization by the owner to the professional society. Some have even spoken of "commitment."

And, with this, we must remember that it is possible a transfer of the temporary use of administrative authorization. Not supported on any provisions of positive law could open the door to any type of assignment, and especially would only be comparable to a transmission that is only possible for pharmaceuticals (and the professional society allows 25% of their partners they were not).

In conclusion all the above must be repeated again in our view: THE LSP IS NOT APPLICABLE IN ANY WAY OR ANY OF ITS PRECEPTS AND PROPERTY OWNERSHIP ON THE OFFICE OF PHARMACY. Eduardo

Gragera
Glez.-Santiago Sevilla ICA Counsel, Attorneys LegalSur partner

Sevilla, January 8, 2008.

Gloryholes Find San Diego

PROFESSIONAL SOCIETIES: THEIR ADAPTATION TO THE LAW 2 / 2007. DEFINITION OF SOCIAL PURPOSE. PROFESSIONAL ASSOCIATION CERTIFIED. LIST OF PARTNERS AND THEIR CONTRIBUTIONS. Resolution of March 1, 2008, the Directorate General of Registries and Notaries, in the action brought by "Uribe Sánchez SL", against the refusal of the commercial register of Cantabria, to register a script adaptation of the society Professional Societies Act. Binding in part.
Facts: This is a deed of amendment of articles of a limited company to adapt to the Law 2 / 2007 of professional societies. This will only change the art. 1 on the name of the company, art. 2 on the rules governing, and art. 3 relating to the social order. This art. 3 is written in an expository, ie through a list, intended to be exhaustive, of the activities of the professionals who make up society, in this case a trade economist and a graduate. The register describes the document with the following defects:
1. He opposes the entry of the object, as drafted, because in his view, part of the activities listed or express the capacity to act in society, or are specific to the legal person, as such, or are characteristic of other professional fields, or may be carried out by professionals other than those that currently make up society. In the end the calls for the register is that the expression of purpose is limited to simply reflect the professional class in question.
2. Not incorporated into the writing of the respective licenses professional. Contains only the manifestation of that have shown that the notary and the same is the number of collegiate and current rating for the exercise of the profession.
3. Not known manifestation of professional partners who are not incompatible and that are currently enabled for the exercise of the profession concerned.
4. Not recorded in writing the partner relationship with the units that correspond to each of them for the purpose of proving that ¾ of social capital are of professional partners.
5. No ancillary services are regulated by professional partners.
In previous defects turn on 1, 2 and 4. Respect of 1 defends the list of activities since they are all part of the professional status of economists and business graduates. Regarding the 2 nd it is stated in writing that the certificate has been displayed you Notary and this attests to the required data. And finally it uses the default 4 but now it seems that society does not fulfill the requirements that ¾ of the capital belongs to professional partners, this will only be because of dissolution of the company you out after 3 months without recompose the composition of capital and concludes that the relationship of partners and shares that each member does not necessarily reflect in writing.
Doctrine: The DG, in a very important decision, not only by the doctrine it contains, but by the time it is delivered very close to the limit to adapt its statutes have the professional society, gives a full answer to all questions raised by the note of qualification and the applicant. Let's see:
1. On the formulation of the object of professional societies, clearly and with a wealth of arguments, confirmed the note rating, stating that the importance and significance of objects and the objective pursued by Law 2 / 2007, "no can be admitted "a list of activities for the formulation the object of professional societies. Therefore, the object must be expressed with words that the law uses, namely "the joint exercise of a profession" and therefore expressed the profession, above all enumerations of the professional activities to develop, are intended to included in the social order.
2. Defect while the second appeal, not joining the writing of the professional licenses, is not confirmed. It relies DG that there is no statute or regulation, contrary to what happens in many other cases, which require such incorporation and that if the notary attests that the certificate is displayed and sufficient review of the data are and which are necessary for the registration of the company, it is covered by the presumption of veracity and integrity of the notarial document itself.
3. Finally, the third defect confirms turned the note as if it is true the assertions of the appellant, so that the change of partners should be reflected in the commercial register and thus to make this possible, both in the incorporation , and the transformation of society other professional society or your own adaptation, must contain those who are the partners and the number of shares each one. DG Ends
not accessing the registration requested partial, since it is obviously can not join the art. 1 of 2 on naming and rules governing society, because it can not be considered adapted to the Law 2 / 2007 and even that is not the term may not be professional in their names. And also denied entry for the default remedied seat extension for filing appeal and serves the purpose of such entry.
Comment: Transcendental resolution of the DG, not only for the specific case referred to therein, but in general to clarify the rules on registration and professional societies adapt to the current law. From it we extract
the following conclusions:
1. The object of the professional societies should be expressed by saying simply that it is "the development of the professional activity of the question."
2. This is required not only to the constitution of society, but also as to the order, to adapt it. So one of the agreements adaptatorios should be to the adequacy of the objects to the new law it will be difficult for professionals in the pseudo companies registered at the Companies Registry in order to speak with the conciseness required.
3. Not an obstacle, as is well expressed DG in its first legal basis, expressing that the object can be developed through general practitioners, as is clear from the Act that the object is performed by professionals but they do not necessarily have to be members of society and may be strangers to it and without prejudice to the mandatory ancillary professional partners have to perform.
4. It is not necessary to incorporate the respective professional association certificates to writing by the constitution of a professional society or meets the Act 2 / 2007. Just as the notary of faith that will display the certificate out the information needed for writing and registration, ie the school to which the professional, the number of collegiate and current rating for the exercise of the profession. All other details of the certificate, who issued them, authenticity, date hereof, professional ID, etc. are finding a notary.
Perhaps at this point it is desirable that future statutory regulation of the professional society, which we assume will one day regulate all matters relating to professional school certificate, for the tremendous importance given that the founders have in this social form Undoubtedly, that license is one of the essential parts of the system. Therefore be very desirable to regulate their requirements and especially its effect because it does not appear that these certificates, for the purposes of execution of the deed of incorporation or adaptation of a society to Law 2 / 2007, should be open-ended for the risk implies that there has been any change in professional status to which they relate. Therefore be said that statutory regulation should clarify these points and the inclusion or not in writing, that all the cases cited by the existing DG in the LSA, the RRM LSRL and its solution should be different which adopts, as we do not remember in principle but do not discount that there is-no event that external document certified by the notary authorizing any event this document should not be incorporated into the writing, even by the very security of the attesting notary.
5. Is necessary in the adaptation of societies to Law 2 / 2007, included in the deed or certificate of corporate resolutions, a list of professional partners both as non-professionals with the shares that correspond to each.
6. Finally it is noteworthy that in the note rating does not refer to the need to modify other articles of the statutes of the society so that it is adapted to Law 2 / 2007. Even without knowing these statutes can not clarify this point, and we assume they were properly qualified, none of which had nothing contradictory to Law 2 / 2007, we estimate, however, that is really hard for a limited company can maintain its charter without alteration, when adapted to the new Act are so many issues it touches the Law 2 / 2007, only if it is a statutory minimum (see Section 13 LSRL), not one of their rules clash with the requirements of the Act 2 / 2007. In this regard we review the new case of dissolution of art. 4 of the Act, the manner and conditions of the transfer of shares of the professional members of the art. 12, the causes of separation art. 13, the exclusion of members of the art professional. 14, forced transfers and mortis cause of art. 15, the approval regime final distribution of benefits of art. 10.2, etc, all of which rules should be considered if these materials, or some of them, as is usual in almost all statutes of limited companies, self-regulation are listed in the statutes of the society. Even in the case of minimum statutes, apart from the name and purpose, perhaps the wording of the article on social capital must accommodate the professional or amateur of the shares, but can also be estimated is not strictly necessary if It follows from writing or social arrangements. PDF (2008/05115; 7 pages. - 251 KB.)