Partial reproduction of legal provisions in the articles of incorporation with omission of certain mandatory paragraphs
The Directorate General for Legal Certainty and Public Faith (DGSJFP) rules that a partial reproduction of a legal rule in the articles of incorporation, which omits mandatory sections, does not imply its exclusion when the omission does not distort the rule or create confusion as to the applicability of the law. The DGSJFP, in its […]
Firma de la certificación de la junta que aprueba las cuentas anuales
In the telematic filing of a deposit of the accounts of a company, it is not necessary that the signature of the certification approving the accounts be electronic; this can be autographic or handwritten. The Directorate General of Legal Certainty and Public Faith (DGSJFP), in its resolution of September 9, 2024, addresses this issue in […]
Agenda for information purposes only
It is not possible to request informative items with the purpose of requesting information on matters that are already included in the agenda of a convened general meeting. In the SAP Barcelona, 15th Section, of February 2, 2024, the Provincial Court (AP) addresses the debate on the inclusion of merely informative items in the agenda […]
Tax regime applicable to companies in the process of incorporation in the Commercial Register
Attribution of income tax liability for shareholders during the period between incorporation and registration of the company in the Commercial Register. Attribution of income tax liability for shareholders during the period between incorporation and registration of the company in the Commercial Register. The Supreme Court (SC) ruling of 17 June 2024 (ECLI:ES:TS:2024:3374) addresses the tax […]
Holding of a meeting at a place other than the registered office: In a van parked in front of the company’s registered office.
There is a problem of validity that prevents the registration of the resolution adopted at the meeting if it has been convened at the registered office, but was held in a vehicle parked in front of the registered office, due to the impossibility of access to the registered office. The DGSJFP Resolution of 28 May […]
Consequences of the approval of the annual accounts prior to the availability of the auditor’s report
The date of the audit report, when dated after the shareholders‘ meeting, proves the infringement of the right of the shareholders to have all the information necessary to make informed decisions, even in cases where the audit report is unobjectionable or favourable, by virtue of the shareholders’ right to have such a report before approving […]
Temporal validity of the monetary contributions in the incorporation of a company
For the purposes of proving the deposit of the capital in a bank for the incorporation of a company, the essential factor for the purposes of calculating the term is not the date of the deposit, but the date of the issuance of the bank certificate. The Resolution of May 14, 2024, issued by the […]
The successive power of sub-attorney in companies.
In order to avoid legal problems and to ensure that the powers are exercised within the legal limits, so as to prevent refusal of registration in the Commercial Register and to provide legal certainty for both the company and the attorney-in-fact, it is essential that the power of attorney is expressly defined. On 26 June […]
Right to be informed in a modification of a Professional Limited Liability Company (SLP)
The DGSJFP examines the shareholder’s right to be sufficiently informed of the content of the proposed amendment. In the Resolution dated April 16, 2024 (published in the “BOE” of May 15), the Directorate General of Legal Security and Public Faith (DGSJFP) heard an appeal against the negative qualification of a deed of resolutions adopted by […]
The failure to provide a valid economic reason for the restructuring of a family-owned business group
The tax benefit is not a valid economic motive for the restructuring and creation of the holding company, but could be indicative of a tax avoidance strategy. The National Court (AN), in its ruling of October 10, 2023 and on the occasion of the appeal No. 047/2020, ratifies the criterion followed by the Central Economic […]
