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- […]
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 […]
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 […]
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 […]
