Conversion procedure of clubs
The conversion, legally foreseen, professional clubs in companies sports or the creation of such societies for professional teams of the sport that appropriate, once adopted the agreement for the Club and instituted the option of transformation or attachments, as well as the social capital adequacy minimum of the existing S.A.D. requires that, in accordance with the law 10 / 90, sport, the Royal Decree 1251 / 1999 of 16 July, sobre Sociedades anónimas Sporting, partially amended by the Royal Decree 1412 / 2001 of 14 December and the current transitional provisions of the royal decree 1084 / 1991, the joint committee, for the purposes of coordinate and monitor the process, take the rules of procedure that make it possible to achieve this aim and purpose of coordination.
- Electronic processing of the procedure of transformation of clubs in companies sports or Social Capital adequacy company
So, in the exercise of its functions, sets out the following:
I.- must be submitted application:
to) in the case of transformation compulsory in S.A.D., application of setting Minimum Equity in which reflect the figure of net Property balance the club deems depending on the audit report.
(b) in the case of voluntary transformation, request for favourable report of the joint committee on the assumption that the club participates in a state-wide competition, which will gather the figure of social capital proposed by the club.
(c) in the case of social capital adequacy minimum one S.A.D., application of setting Minimum Social Capital
II.- to this application must be accompanied by the following documentation:
1 .- Annual accounts for the previous season and audit report.
The Joint Committee, pursuant to Article 3.6 second paragraph of Royal Decree 1251 / 1999, considered that there is no reasonable safety margin in the event that the audit report contains:
- View denied.
- Negative opinion.
- Scope limitations or caveats without quantifying which prevent the appropriate valuation of accounts.
2.- Model of subscription Newsletter duly approved by the board / management board, containing at least the following indications:
- Name of the sports company projected.
- Identifiers of subscribers:
If it is a natural person, name and surname, marital status, date of birth, nationality and D.N.I.
In the case of a legal person will indicate the reason social, identification data registration, domicile, nationality and C.I.F..
In both cases shall be expressed by the subscriber is not incurring any prohibitions or limitations legally established for the subscription of social capital for sports company.
- The number of actions which endorses and the nominal value of each of them.
- The amount of the nominal value disbursed.
- The identification of the credit institution in which, in its case, subscriptions are checked and disbursement mentioned amounts in the newsletter of subscription.
- Date and signing of the subscriber.
- For cases of TRANSFORMACIÓN / ADSCRIPCIÓN, in addition to the previous documentation, must be accompanied by:
1 .- Certification of the secretary and chairman of the board of the agreement of transformation or secondment adopted by the general assembly.
2 .- Memory of transformation or attachments to be accomplished, with the following content:
to) identification of the Club.
(b) identification of each member of the board.
(c) conditions, time and place of subscription of actions.
d) Inclusion on the cover of the memory of two paragraphs of wording:
"The Club … … … … … … … … has no liability not reflected in the audit reports of … … … … … … … … … … … … … and the calendar quarter preceding the date of application for setting of capital that, pursuant to Article 3 of the Royal Decree 1251 / 1999, sobre Sociedades anónimas sporting, should increase the number of social capital minimum.
¨ Data and information contained in this REPORT OF TRANSFORMACIÓN / ADSCRIPCIÓN will not, in any case, responsibility of the joint committee by the lack of veracity, either by action or omission, its contents.
e) Indication on the cover of the memory of the place where you can be consulted general information about the Club (activity, sports sections, evolution económico-financiera, other information of interest).
(f) number of partners with subscription right.
(g) Social Statutes.
h) copy of all agreements of the General assembly and / or board, relating to the process of creating the S.A.D. (setting of social capital, approval of memory, agreement of transformation ….).
- The memory, the remaining above documentation and general information about the Club should be available to partners, in the place indicated, for consultation and knowledge.
- The Memory Of TRANSFORMACIÓN / ADSCRIPCIÓN must be signed by all members of the board and their signatures legitimized notarially.
III.- must be communicated to the joint committee by certification of the secretary and chairman of the board:
to) agreement of the board of fixing of social capital of S.A.D..
(b) agreement of the board approving the memory of TRANSFORMACIÓN / ADSCRIPCIÓN forwarding a copy of the general information about the Club provision of partners.
Once approved by the joint committee Social Capital minimum S.A.D. begin subscription period of actions that will be made with the following requirements:
IV.- subscription period.
To) in the case of social capital adequacy minimum S.A.D., the signing of actions are conducted in accordance with Social in its statutes.
(B) in cases of transformation / secondment:
Prior to the start of each phase of subscription of shares, must be published in a newspaper of the largest circulation in the location of the club, an announcement with the minimum content:
- Identification of the Club.
- Social Capital of the S.A.D.
- Social Capital to sign (in the corresponding phase).
- Nominal value of the action.
- The subscription term
- Entities in which information can be obtained.
- Entities in which you can subscribe actions.
Completed the subscription process it should also posted an announcement – in two newspapers of the most movement of the location of the headquarters of the Club - with the minimum content:
- Identification of the S.A.D.
- Social Capital.
- Call for General Assembly for the election of administration bodies and representation of society.
SEE-Deberán communicated to the joint committee, sending a full copy of the newspaper, each announcements of bound publication by the Club during and at the end of the period of subscription.
VI.-Otorgamiento of the public deed of incorporation of the S.A.D., with the purpose of presenting instance of registration of Sports Associations within a maximum period of 6 months (or 9 months in case of voluntary transformation) since the notification of the figure of social capital minimum by the joint committee.
VII.Instance -presentación, articles of incorporation and bylaws S.A.D. in the register of Sports associations, Higher Council of sports, c / Martin Iron, 5 – MADRID, within a maximum period of 6 months (or 9 months in case of voluntary transformation) since the notification of the figure of social capital minimum by the joint committee.