Invalidity of the registered notice of meeting due to communication to a non-effective address
The validity of the registered notice of the general meeting of a company requires that the effective intervention of the affected directors be guaranteed, with a notice to the actual address, in accordance with the standard of the Madrid Provincial Court in its Ruling 274/2024, of 13 September , when it declared the nullity of […]
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 of such remuneration, stressing that ambiguity in these concepts may lead to their nullity, in accordance with the Directorate General for Legal Security and Public Faith (DGSJFP) in its resolution […]
The impossibility of registering ‘disagreements’ in the Companies Register
The Commercial Register does not allow the registration of proposals discussed at a shareholders’ general meeting that do not become resolutions due to tied votes, according to the decision of the Directorate General for Legal Certainty and Public Faith of 31 October 2024 (BOE no. 282 of 22 November), which confirmed the refusal to register […]
The nullity of the annual accounts does not automatically entail the nullity of those of subsequent years
Once the annual accounts for several years have been approved at the same general meeting, the nullity of the accounts for one year does not automatically entail the nullity of the accounts for subsequent years, which must be analyzed independently. In the case under examination, the minority shareholder of a corporation filed a lawsuit requesting […]
Failure to proclaim the results of the vote at a general shareholders’ meeting
The Judgment of the Barcelona Provincial Court (15th Section) of 10 September 2024 analyses the impact of the failure of the chairman of a general meeting to announce the results of the votes, particularly with regard to resolutions on the annual accounts. During a general meeting of a limited liability company, disagreements arose among the […]
Incorporation of an SLU with a single share with a nominal value of one euro
It is possible to incorporate a sole shareholder limited liability company in which the share capital is one euro represented by a single share of one euro nominal value, according to the Directorate General for Legal Certainty and Public Faith (DGSJFP) in its resolution of October 29, 2024, published in the Official State Gazette on […]
Article 160.f of the Spanish Companies Act: Registration of the sale and purchase of company assets and essential assets
According to the Directorate General for Legal Certainty and Public Faith (DGSJFP), it is not necessary to provide an explicit certification or declaration on the essential nature of the asset transferred, allowing the transaction to be validly registered, without affecting the protection of bona fide purchasers. The Resolution of the DGSJFP of 29 July 2024 […]
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 […]
