Due to the current political context, Royal Decree-Law 15/2017, of October 6, has been approved for urgent measures regarding the mobility of economic operators within the national territory.
This RD-L modifies article 285.2 of the Capital Companies Law (LSC). See in the following table the previous one and the new one that establishes RD-L 15/2017 in green:
| Previous drafting (LSC reform of 2015) | New wording as of October 6, 2017
(in italics) |
Article 285. Organizational competence.
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Article 285. Organizational competence.
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Although the traditional rule establishes that the power to modify the bylaws resides in the general meeting, the original wording of article 285 of the LSC granted the administrative body the power to change the registered office within the same municipal district, if there was no contrary provision in the statutes. Later, the reform of the year 2015 operated in the LSC extended the competence of the administrative body to move the registered office within the entire national territory, limiting said competition, once again, assuming that there was no contrary provision in the statutes.
With this latest reform, the RD-L 15/2017 aims to give a clearer wording to the second point of Article 285 of the LSC and clarify that it is the responsibility of the administrative body to arrange the transfer of the registered office within the national territory and that only if the shareholders consider that said general rule must be modified, they must establish it in the bylaws, expressly denying this competence to the administrative body.
