Mandatory representation of female directors in listed companies and other public-interest companies
The new Parity Law (Ley de Paridad), approved in 2023, establishes a crucial reform in the composition of the boards of directors of listed companies and other public interest entities. As of 30 June 2024, companies will have to ensure that at least 40% of their members are women, promoting greater gender equity in senior […]
The impossibility to reformulate annual accounts after their approval
The reform of annual accounts is only possible prior to their approval by the shareholders’ meeting, and in the event of subsequent errors, these must be reflected in the year in which they are detected. Case law and the criteria of the ICAC have made it clear that it is impossible to restate accounts that […]
Liability of the partners in a company purporting to be a civil law
The choice of the civil form for a company carrying on commercial activities does not exempt its partners from joint and several liability for the debts incurred, since the commercial nature of its object prevails. The recent Judgment 466/2024 of 28 June, handed down by the Barcelona Provincial Court (ECLI:ES:APB:2024:7351), deals with the issue of […]
Consequences of a sole director’s non-attendance at the general meeting
In this case, it is analysed whether such absence can lead to the annulment of the resolutions adopted, especially when it is alleged that the shareholders’ right to information has been violated. The recent judgment of the Madrid Provincial Court, dated 12 July 2024, addresses the question of the legal consequences of the non-attendance of […]
The representation in the management body of related companies cannot be considered included in the functions of the managing director
The TEAC clarifies that the representation of the managed company in other group companies does not form part of the inherent functions of the position of managing director and must therefore be paid separately from the salary received as a director. The ruling of the Central Economic-Administrative Court (TEAC), issued on 24 September, establishes a […]
The conflict in the granting of powers of attorney and the sufficiency of the notarial judgement
The DGSJF strengthens the authority of the notary’s judgement as regards the sufficiency of representative powers and limits the possibility of the notary’s judgement being called into question by the registry’s qualifications without a reasoned and factually substantiated justification. The Resolution of the Directorate General for Legal Security and Public Faith (DGSJFP) of 23 July […]
The obligation to indicate the date of commencement of operations when converting from a Civil Law Company to a Limited Liability Company
The transformation of a civil law company into a Limited Liability Company does not entail a new incorporation of the company, but it does require the adaptation of its articles of association to the new legal form. In this respect, although it is not always necessary to include the date of commencement of operations in […]
Convening a shareholders’ meeting by burofax is valid, despite the wording in the company’s bylaws
The Provincial Court of Madrid confirms that the use of the burofax is a valid means of convening shareholders’ meetings in limited liability companies, provided that the formal requirements of communication and acknowledgement of receipt are respected, even in those cases where the company’s bylaws specify the use of registered mail, as there is an […]
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 creditors’ rights is direct and does not require the reconstruction of the company’s assets, highlighting the need to protect credit rights and sanction abusive practices in the management of companies […]
Competence for the appointment of a voluntary auditor
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 closing of the fiscal year to be audited and for the term deemed convenient and without consideration of the minority’s right to have an auditor appointed. The Resolution of May […]