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Practical Manual for Companies 2021.

Box 00039 Entity forming part of a group of companies (article 42 of the Commercial Code)

This box must be checked by entities that form part of a group of companies under the terms established in article 42 of the Commercial Code. According to the provisions of section 1 of article 42, a group exists when a company holds or may hold, directly or indirectly, control over another or others. In particular, it will be presumed that control exists when a company, which will be classified as dominant, is in relation to another company, which will be classified as dependent, in any of the following situations:

  1. Possess the majority of the voting rights .

  2. Have the power to appoint or dismiss the majority of the members of the governing body.

  3. May dispose of the majority of the voting rights , pursuant to agreements entered into with third parties.

  4. Has appointed with its votes the majority of the members of the administrative body , who will hold office at the time when the consolidated accounts must be drawn up and during the two immediately preceding financial years. Specifically, this circumstance shall be understood to apply when the majority of the members of the governing body of the subsidiary are members of the governing body or senior management of the parent or other company held by the parent. This will not give rise to consolidation if the company whose directors have been appointed is associated to another in any of the cases set forth in the first two parts of this section.

For the purposes of this section, voting rights attributable through other subsidiaries or through parties acting in their own name but on behalf of the parent or other subsidiaries, or those agreed with any other party, shall be added to the voting rights of the parent company.