Bylaws and legal design of the business: keys to structuring a company from the outset
Bylaws as an instrument for the legal design of the business In today’s commercial world, there is a tendency to view the incorporation of a
The DGSJFP, in its Resolution of 29 November 2023, decided on the appeal filed regarding the refusal by the Commercial Register to register the annual accounts of a company for the financial year 2022 due to the temporary closure of the register page, due to the failure to file the accounts for the previous financial year.
The issue under discussion, which is important to take into account, is that it is mandatory to file the annual accounts for the financial year in which the company is incorporated, even if the entry in the register or the actual commencement of business occurs in a later financial year.
The time criterion is mainly based on the fact that Article 24 of the Capital Companies Act expressly allows the articles of association to set a commencement of business after the date of incorporation.
In the present case, the company was incorporated on 30 December 2021, coinciding with the commencement of operations by statutory provision, and the obligation to submit the annual accounts of the company arose for that financial year, 2021. However, the Directorate General allows the annual accounts to limit their content to the statement that the company has not carried out any business activity, although the format of such document is not specified.
Bylaws as an instrument for the legal design of the business In today’s commercial world, there is a tendency to view the incorporation of a
The obligation to prepare annual accounts: much more than an accounting formality Article 253 of the Spanish Companies Act (LSC) governs the obligation of directors
Executive Summary The Provincial Court of Barcelona has issued a landmark judgment clarifying the exercise of a shareholder’s right of separation due to failure to