INCREASE IN CAPITAL LIMITED. CREATION OF TWO SERIES OF SHARES. YOUR numbered consecutively. NOTARY REQUESTS ALTERNATIVE QUALIFICATION. R. December 13, 2006, DGRN. BOE of 19 January 2007. Binding .
Facts: In agreement to increase social capital in a limited partnership shares are created than the face value of the previously existing and consequently defines two groups of units, numbered consecutively within each group (Group A, numbered from 1 to 50 and Group B, numbered 1 through 50).
The Registrar, in an agreement based qualification, suspended registration on the grounds that it violates Art. 13 e) of the LSRL and art. RRM 184.2 of requiring that the number of shares to be fully correlated with whether or not there are several groups or series of them. Estimated that the SL does not apply in this matter, rules of corporations that do provide, in case of existence of various kinds (other rights) or series (other than nominal value) the consecutive numbers within each class or series.
The notary deed authorizing the substitutional rating sought is denied by the Registrar substitute on the grounds that the Notary is not interested in the terms set out in the LH art.6 as establishing the 1039/2003 art.2.1 DR. The notary draws against both DGRN agreements with the understanding, as to the merits, the sequential numbering requirement if it is true both overall and within each group or series.
Doctrine: DG, with repeal of the note rating, makes the following statements:
1. Confirms the legitimacy of the Notary to request replacement qualification, because who can do more-use-may-call at least grade replacement, and from this point of view is that the disquisitions on the interpretation of the word "concerned" directly injured right authorization officer in writing to resort to that classification.
2. Given the purpose of the sequential numbering of the shares-her-perfect identification is immaterial that the sequential numbering is based only on figures or a combination of figures and letters according to alphabetical and decimal criteria.
3. Although in limited partnerships, unlike corporations, does not provide specific rules to distinguish between classes and series of shares, this does not prevent a voluntary basis to establish greater differentiation by group, class or series of shares, they can also provide obvious value over the life of society.
4. It therefore believes that the provision statutory question is no supplementary application of the LSA, or contrary to peremptory norms or principles such shapers of social choice.
Comment: DG resolution clarifying a point not specifically addressed by the LSRL or by the RRM, and used to determine the meaning that the DG has the demand for sequential numbering of the shares and the possibility of distinguishing in the limited partnership between classes, series or groups of units.
In a literal interpretation of the rules cited by the Registrar in his note of qualification, it is clear that the Act and the RTO. require sequential numbering of all shares. This We disagree with the grade registration. But if we consider the purpose of this numbered, to avoid confusion between units and distinguish from each other, we see that this is achieved both with the pure sequential numbering in figures, as with a sequential numbering to combine figures and letters. The Registrar, in their agreement did not reject the existence of these groups of units, which required was that, despite the existence of these groups, the corresponding numbers were all the shares, ie the number of the last participation Group A will follow the number of first involvement in Group B (Group A, 1 to 50 and group B, 51 the 100). This system really achieves greater differentiation, thus distinguishing them apart from the group or series, the shares will be distinguished by serial number and perhaps, as we have noted, the best solution to the literal interpretation of legal precepts. However we also believe that the thesis of the DG, you get the same purpose and serves the desire of employers to distinguish their shares in the manner they see fit, provided that such differentiation is sufficient to fulfill the purposes for which the law aims with it.
Ultimately that although the system required by the Registrar, is more in line with legal requirements and representing a greater differentiation, reflected in writing and accepted by the DG, we also seems appropriate, and sufficiently clear to differentiate themselves from other units, which is what is intended. Other than the above
resolution draw two conclusions:
1. That numbered, whether in the form that is "qualifying recorder thesis or dissertation of DG should remain throughout the life of society. This implies that in case of redemption of shares for capital reduction, if that depreciation affects intermediate units, proceed to number and assign the remaining shares to the shareholders. Ultimately there can be no gaps or spaces between shares. This may complicate the agreements referred to, it requires a new supplementary agreement, when despite the absence of some numbers, the redeemed shares, "this does not affect the differentiation of the others, that may well continue to exist with its previous numbering.
2. Such as noted in the resolution of July 19, 2006 (cf. No. 172 on this website), and we welcome this, the art. 123 of RH is still valid
Facts: In agreement to increase social capital in a limited partnership shares are created than the face value of the previously existing and consequently defines two groups of units, numbered consecutively within each group (Group A, numbered from 1 to 50 and Group B, numbered 1 through 50).
The Registrar, in an agreement based qualification, suspended registration on the grounds that it violates Art. 13 e) of the LSRL and art. RRM 184.2 of requiring that the number of shares to be fully correlated with whether or not there are several groups or series of them. Estimated that the SL does not apply in this matter, rules of corporations that do provide, in case of existence of various kinds (other rights) or series (other than nominal value) the consecutive numbers within each class or series.
The notary deed authorizing the substitutional rating sought is denied by the Registrar substitute on the grounds that the Notary is not interested in the terms set out in the LH art.6 as establishing the 1039/2003 art.2.1 DR. The notary draws against both DGRN agreements with the understanding, as to the merits, the sequential numbering requirement if it is true both overall and within each group or series.
Doctrine: DG, with repeal of the note rating, makes the following statements:
1. Confirms the legitimacy of the Notary to request replacement qualification, because who can do more-use-may-call at least grade replacement, and from this point of view is that the disquisitions on the interpretation of the word "concerned" directly injured right authorization officer in writing to resort to that classification.
2. Given the purpose of the sequential numbering of the shares-her-perfect identification is immaterial that the sequential numbering is based only on figures or a combination of figures and letters according to alphabetical and decimal criteria.
3. Although in limited partnerships, unlike corporations, does not provide specific rules to distinguish between classes and series of shares, this does not prevent a voluntary basis to establish greater differentiation by group, class or series of shares, they can also provide obvious value over the life of society.
4. It therefore believes that the provision statutory question is no supplementary application of the LSA, or contrary to peremptory norms or principles such shapers of social choice.
Comment: DG resolution clarifying a point not specifically addressed by the LSRL or by the RRM, and used to determine the meaning that the DG has the demand for sequential numbering of the shares and the possibility of distinguishing in the limited partnership between classes, series or groups of units.
In a literal interpretation of the rules cited by the Registrar in his note of qualification, it is clear that the Act and the RTO. require sequential numbering of all shares. This We disagree with the grade registration. But if we consider the purpose of this numbered, to avoid confusion between units and distinguish from each other, we see that this is achieved both with the pure sequential numbering in figures, as with a sequential numbering to combine figures and letters. The Registrar, in their agreement did not reject the existence of these groups of units, which required was that, despite the existence of these groups, the corresponding numbers were all the shares, ie the number of the last participation Group A will follow the number of first involvement in Group B (Group A, 1 to 50 and group B, 51 the 100). This system really achieves greater differentiation, thus distinguishing them apart from the group or series, the shares will be distinguished by serial number and perhaps, as we have noted, the best solution to the literal interpretation of legal precepts. However we also believe that the thesis of the DG, you get the same purpose and serves the desire of employers to distinguish their shares in the manner they see fit, provided that such differentiation is sufficient to fulfill the purposes for which the law aims with it.
Ultimately that although the system required by the Registrar, is more in line with legal requirements and representing a greater differentiation, reflected in writing and accepted by the DG, we also seems appropriate, and sufficiently clear to differentiate themselves from other units, which is what is intended. Other than the above
resolution draw two conclusions:
1. That numbered, whether in the form that is "qualifying recorder thesis or dissertation of DG should remain throughout the life of society. This implies that in case of redemption of shares for capital reduction, if that depreciation affects intermediate units, proceed to number and assign the remaining shares to the shareholders. Ultimately there can be no gaps or spaces between shares. This may complicate the agreements referred to, it requires a new supplementary agreement, when despite the absence of some numbers, the redeemed shares, "this does not affect the differentiation of the others, that may well continue to exist with its previous numbering.
2. Such as noted in the resolution of July 19, 2006 (cf. No. 172 on this website), and we welcome this, the art. 123 of RH is still valid
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