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 […]
Deductibility of remuneration received by directors in absence of a provision in the articles of association

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 ruling of 13 March 2024, STS 1622/2024, the Supreme Court considers that the so-called binding theory -i.e., that the condition of director absorbs any other employment relationship for all purposes- […]
Equal representation and gender balance in companies

The Organic Law 2/2024 of 1 August on equal representation and balanced presence of women and men (hereinafter “LO 2/2024”) has been enacted with the aim of improving gender balance in various areas, including gender representation among directors of listed companies. LO 2/2024 transposes Directive (EU) 2022/2381 of the European Parliament and of the Council […]
Interpretation of the DGSJFP on the capacity of the director to change of registered office of a SL

Although the articles of association allowed the change of registered office within the same municipal area, the DGSJFP interpreted this provision as an explicit limitation on the competence of the administrative body to transfer the registered office outside the municipal area. Royal Decree-Law 15/2017, of 6 October, on urgent measures regarding the mobility of economic […]