
Guidelines for setting the remuneration of directors
The Supreme Court confirms that the remuneration of directors must be proportional to the importance and economic situation of the company, in accordance with article
In a Resolution dated 31 October 2023, the Directorate General for Legal Security and Public Faith (DGSJFP) considers that the director is functioning de facto, with his powers to call the meeting in force for the sole purpose of appointing the new directors, based on article 171 of the Capital Companies Act, and therefore there is no time limit for the director with an expired position to call the meeting.
The DGSJFP bases the possibility of calling a meeting mainly on ruling number 37/2012, dated 23 February, of the Civil Chamber of the Supreme Court, which sets out the main reasons as the preservation of the company, market stability and avoiding the paralysis of the corporate bodies and, in the same sense, the ground for dissolution in the event of a functional vacancy of the administrative body.
Regarding the effect of the impossibility of registering company documents due to the failure to deposit the approved annual accounts, the Resolution also states that, as a consequence of the appointment of the new director, the annual accounts may be submitted for deposit simultaneously, which allows the registry closure to be solved together with the registration of the position of director, of the person who certifies their approval.
The Supreme Court confirms that the remuneration of directors must be proportional to the importance and economic situation of the company, in accordance with article
The Provincial Court of Madrid reaffirms that testamentary provisions can establish the disassociation of voting rightsof shares without violating corporate public policy. Facts of the
The recent Ruling of the Supreme Court (SC) of 6 February 2025, no. 190/2025 dealt with a case in which a call for a meeting,