Electronic office

Club transformation procedure

The conversion, legally foreseen, of the Professional Clubs into Sports Limited Companies or the creation of such Companies for the professional teams of the corresponding sport modality, once the agreement has been adopted by the Club and exercised the option of transformation or secondment, as well as the adequacy of the minimum social capital of the S.A.D. In accordance with Law 10/90, on Sport, Royal Decree 1251/1999, of 16 July, on Sports Limited Companies, partially amended by Royal Decree 1412/2001 of 14 December and the current transitional provisions of Royal Decree 1084/1991, the Joint Committee, for the purpose of coordinating and supervising the process, adopts the procedural rules that make it possible to fulfil this objective and purpose of coordination.
 

 

Thus, in the exercise of its own functions, the following are established:
 
I.- Application must be submitted:

a) In the case of compulsory transformation in S.A.D., application for the establishment of Minimum Social Capital in which the figure of net patrimonial balance that the club estimates based on the audit report will be collected.

b) In the case of voluntary transformation, request for a favourable report from the Joint Commission, in the event that the club participates in a competition at state level, in which the figure of social capital proposed by the club will be collected.

c) In the case of adequacy of the minimum share capital of a S.A.D., application for the establishment of Minimum Share Capital

 
II.- The following documentation must be attached to this request:

1 .- The annual accounts for the previous season and the audit report.
 
The Joint Commission, in application of article 3.6 second paragraph of Royal Decree 1251/1999, will consider that there is no reasonable safety margin in the event that the audit report contains:

  • Opinion denied.
  • Negative opinion.
  • Limitations on the scope or unquantified exceptions that prevent the proper valuation of the accounts.

2.- Subscription Newsletter model duly approved by the Board of Directors/Board of Directors, which will contain at least the following indications:

  • Name of the planned sports limited company.
  • Identifying data of the subscribers:

 
Si se trata de una persona física, nombre y apellido, estado civil, fecha de nacimiento, nacionalidad y el D.N.I.
 
In the case of a legal person, the company name, registry identification data, address, nationality and I.F. will be indicated.
 
In both cases it will be expressed by the subscriber that none of the prohibitions or limitations legally established for the subscription of the social capital of the sports limited company is being incurred.
 

  • The number of shares you subscribe to and the nominal value of each of them.
  • The amount of the nominal value paid out.
  • The identification of the credit institution in which, where applicable, the subscriptions are verified and the amounts mentioned in the subscription newsletter are disbursed.
  • The date and signature of the subscriber.

 
- For cases of TRANSFORMATION/ASCRIPTION, in addition to the above documentation, must be accompanied:
 
1 .- Certification of the Secretary and President of the Board of Directors of the transformation or secondment agreement adopted by the General Assembly.
 
2 .- Memory of the transformation or ascription process that is intended to be carried out, with the following content:
 

(a) Identification of the Club.

b) Identification of each member of the Board of Directors.

c) Terms, time and place of subscription of the shares.

d) Inclusion on the front page of the Report of two paragraphs along the following lines:

 

The Club does not have any liabilities that are not reflected in the Audit Reports of………………………………………… and of the calendar quarter prior to the date of application for capital fixing which, in application of Article 3 of Royal Decree 1251/1999, on Sports Limited Companies, should increase the minimum share capital figure.
 
“The data and information contained in this TRANSFORMATION/SECONDMENT REPORT shall not, in any case, determine the responsibility of the Joint Commission for the lack of veracity, either by action or omission, of its content.
 

e) Indication on the cover of the Report of the place where general information about the Club can be consulted (activity, sports sections, economic-financial evolution, other data of interest).

f) Number of members with subscription rights.

g) Social Statutes.

h) Copy of all agreements of the General Assembly and/or Board of Directors, related to the process of creation of the S.A.D. (Establishment of Social Capital, Approval of Memory, Transformation Agreement…. ).

 

  • The memory, the rest of the aforementioned documentation and the general information about the Club must be available to the members, in the place indicated, for their consultation and knowledge.
  • The TRANSFORMATION/SECONDMENT REPORT must be signed by all members of the Board of Directors and their signatures notarized.

 
III.- The Joint Commission shall be notified by certification of the Secretary and Chairman of the Board of Directors:

a) Agreement of the Board of Directors to establish the share capital of the S.A.D..

b) Agreement of the Board of Directors approving the TRANSFORMATION / SUBSCRIPTION REPORT sending a copy of the general information about the Club made available to the members.
 
Once approved by the Joint Commission, the minimum Social Capital of the S.A.D. The subscription period for the actions to be carried out will begin with the following requirements:
 

IV.- Subscription period.

A) In the case of adaptation of the minimum share capital of the S.A.D., the subscription of the shares will be made in accordance with the provisions of its Social Statutes.
 
B) In cases of transformation/ascription:
 
Prior to the start of each of the phases of subscription of shares, an advertisement with the following minimum content must be published in one of the most widely circulated newspapers in the locality where the club has its headquarters:

  •  
    • Identification of the Club.
    • Social capital of the S.A.D.
    • Social capital to subscribe (in the corresponding phase).
    • Nominal value of the share.
    • Term of the subscription
    • Entities in which information can be obtained.
    • Entities in which you can subscribe to actions.

 

Once the subscription process has been completed, an advertisement must also be published – in two of the most widely circulated newspapers in the locality of the Club’s headquarters – with the following minimum content:

  •  
    • Identification of the S.A.D.
    • Social capital.
    • Call for a General Meeting for the election of the management and representation bodies of the Company.

 

V.- The Joint Committee must be informed, sending a complete copy of the newspaper, each of the announcements of obligatory publication by the Club during and at the end of the subscription period.

 

VI.- Granting of the public deed of constitution of the S.A.D., for the purpose of presenting an instance of registration in the Register of Sports Associations within a maximum period of 6 months (or 9 months in case of voluntary transformation) from the notification of the minimum share capital figure by the Joint Commission.

 

VII.- Presentación de instancia, escritura de constitución y Estatutos de la S.A.D. in the Register of Sports Associations, Superior Sports Council, c/ Martín Fierro, 5 – MADRID, within a maximum period of 6 months (or 9 months in case of voluntary transformation) from the notification of the minimum share capital figure by the Joint Commission.