CHAPTER VI
Statutory and structural modifications and dissolution
Article 35. Statutory and structural modifications and dissolution
The Board of Trustees, by means of an agreement adopted in accordance with the provisions of Articles 26 and 27 of these Articles of Association and the applicable regulations, and with prior express notice, may amend the Articles of Association, agree on the merger, spin-off or dissolution or termination. of the Foundation, with the authorization of the Protectorate in accordance with the applicable legislation.
Article 36. Causes of dissolution
The Foundation will be dissolved for the following reasons:
a) Full compliance with the purposes for which it was set up or the impossibility of achieving it, unless it is appropriate to modify it and the Board of Trustees agrees to modify it.
b) Civil or criminal wrongdoing of its activities or purposes declared by a firm sentence.
c) Opening of the liquidation phase in the competition.
d) The others established by law.
Article 37. Procedure for dissolution and destination of its assets
The Board of Trustees, in order to carry out the liquidation of the foundational patrimony, will opt at the time of carrying out the liquidation for one of the liquidation systems provided for in the Civil Code of Catalonia which are:
A) Liquidation of assets and liabilities
1. The dissolution of the Foundation requires the motivated agreement of the Board of Trustees adopted in accordance with the provisions of article 27 of these statutes and must be approved by the Protectorate.
2. The dissolution of the Foundation entails its liquidation, which must be carried out by the Board of Trustees, the liquidators, if any, or, in the alternative, by the Protectorate.
The remaining assets must be allocated to other foundations or non-profit organizations for purposes similar to those of the Foundation or to public entities. In any case, the entities receiving the assets must be beneficiaries of the patronage in accordance with current tax legislation.
3. The allocation or destination of the remaining assets must be authorized by the Protectorate before it is executed.
B) Global transfer of assets and liabilities
1. The dissolution of the Foundation requires the motivated agreement of the Board of Trustees adopted in accordance with the provisions of article 27 of these statutes and must be approved by the Protectorate.
2. The dissolution of the Foundation opens the liquidation period, which must be carried out by the Board of Trustees, the liquidators, if any, or, in the alternative, by the Protectorate.
The termination determines the global transfer of all the assets and liabilities of the Foundation. This global transfer, once the assets and liabilities have been determined, must be published in the terms required by current regulations and, with the prior authorization of the Protectorate, the assets must be awarded to other foundations or entities. non-profit for purposes similar to those of the Foundation or public entities. In any case, the entities receiving the assets must be beneficiaries of the patronage in accordance with current tax legislation.
3. If a global assignment cannot be made, the assets and liabilities must be liquidated and, as a result, the application set out in paragraph 2 must be given.
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