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Applicable legislation

Legislative Royal Decree 1/2010, of July 2, 2010, approving the Revised Capital Companies Law (hereinafter, the “Capital Companies Law”), constitutes the basic legal text that regulates the various legal forms of capital companies envisaged in Spanish law, i.e., the corporation (S.A.), the limited liability company (S.L.), the partnership limited by shares, the new limited liability company (S.L.N.E.) and the European company (S.E.), as well as the special features of listed corporations.

The Capital Companies Law is supplemented by (I) Royal Decree 1784/1996, of July 19, 1996, approving the Commercial Registry Regulations; (II) Law 3/2009, of April 3, on Structural Modifications to Commercial Companies, which regulates business restructuring processes under current commercial law practices, including changes in corporate form, mergers, spin-offs, global transfers of assets and liabilities and international transfers of registered offices; (III) the Royal Decree of August 22, 1885, approving the Commercial Code; and (IV) Law 2/2007 on Professional Services Firms, which regulates the formation of commercial undertakings by members of professional associations (see section 9 of this Annex). These texts constitute the core legislation in the area of Spanish company and commercial law.