Individual liability action in the context of the so-called phoenix companies
Ruling 51/2024 of the Barcelona Provincial Court of 27 February 2024 has extended the applicability of the individual liability action, recognising that the injury to
Adapted to the needs of each client to provide a flexible and personalized support.
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.
Ruling 51/2024 of the Barcelona Provincial Court of 27 February 2024 has extended the applicability of the individual liability action, recognising that the injury to
The appointment of a voluntary auditor of a company may be made by the general meeting or by the management body, before or after the
The Supreme Court considers that the remuneration received by the directors is deductible, even if not provided for in the articles of association. In the