Registration in the oficial ZEC register, ROEZEC

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AUTHORIZATION PROCEDURE

Investors wishing to set up in the ZEC are required to obtain the authorisation of the Consortium Board in order to become a ZEC Entity. The procedure for obtaining authorisation is instigated by the interested party on presentation of the following documents at the offices of the Consortium:

• Application for autorisation to constitute a ZEC Entity and manual for compiling the report
• Receipt for having made a deposit, or a guarantee, for the amount of the fee for registering in the Official ZEC Register (ROEZEC).

The Consortium Board is responsible for processing and deciding on applications to become ZEC Entities. Successful authorisations will be notified within two months of the date of presentation of the application.

Once authorisation has been granted by the Consortium Board, the entity will be entitled to register in the ROEZEC on presentation of the following documents:

• Application for registration in the ROEZEC
• Taxpayer Identification Number (CIF)
• Documentation certifying the legal constitution of the entity presented at the Mercantile Register, accompanied by a notary copy stamped “copia simple”.

Constituting a ZEC Entity

In order to register an entity in the ROEZEC, the new company must be legally incorporated and registered in the Mercantile Register. The future ZEC Entity must be a newly-created legal entity, which means it must assume one of the legal forms of corporation and be constituted in accordance with Spanish legislation.

The most common legal forms of corporation in Spain are:

• Sociedad Anónima, SA. (Joint-Stock Company): a trading company in which the capital, which is divided into shares, is made up of funds provided by the shareholders, who are not personally liable for company debts. The minimum capital is 10,000,000 ptas. (approx. €60,101). These types of companies are constituted by public deed and must be registered in the Mercantile Register. They are governed by the revised text of the Law on Joint-Stock Companies (SA), ratified by Royal Legislative Decree 1564/1989.
• • Sociedad Limitada, SL. (Limited Liability Company): a trading company in which the capital, which is divided into shareholding stakes known as participations, is made up of funds provided by all the participation holders, who are not personally liable for company debts. The minimum capital is 500,000 ptas. (approx. €3,005) and there is no upper limit to the capital. Limited Liability Companies (SL) are constituted by public deed and must be registered in the Mercantile Register. They are governed by Law 2/1995 on Limited Liability Companies.

The general procedures for setting up a company in the Canary Islands are:

1. Drawing up of the Articles of Association, which must be set down in a public deed certified by a notary.
2. Obtaining a provisional Taxpayer Identification Number card from the Spanish State Tax Authority and registering as a taxpayer.
3. Registering the public deed of constitution in the Mercantile Register.

FEES PAYABLE BY ZEC ENTITIES

ZEC Entities are required to pay the following fees:

1. Fee for registration in the ROEZEC
2. Annual fee for remaining on the ROEZEC