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Review of clauses on variable remuneration in the bylaws
The clauses in the articles of association regulating the variable remuneration of directors in companies must include ‘general reference indicators or parameters’ for the determination
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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 clauses in the articles of association regulating the variable remuneration of directors in companies must include ‘general reference indicators or parameters’ for the determination
The DGSJFP confirms that the articles of association may establish their own procedures for the exercise of the right of pre-emptive acquisition, provided that they
An article of the bylaws establishing ancillary obligations whose specific and determined content does not appear in the article itself but by reference to the