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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,
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By ruling STS 4594/2023 of November 2, 2023, ECLI:ES:TS:2023:4594, the Litigation Chamber of the Supreme Court has developed how the deductibility of expenses in Corporate Income Tax should be interpreted for remuneration received by directors with executive positions, in accordance with Article 14.1.e), now Article 15.e) of Law 24/2014 on Corporate Income Tax, which regulates the non-deductibility of expenses for “donations and liberalities”.
The SC establishes as jurisprudence, in its tenth legal basis, that the remuneration in these cases cannot be considered as a liberality, since the remuneration is not received as a member of a board of directors but by the employment relationship of real and effective services.
Consequently, the remuneration, not being liberalities, will be deductible for IS, provided that it corresponds to the rendering of real, effective and undisputed services.
This is a ratification of the criterion previously set forth in the judgment of March 30, 2021 (RCA/3454/2019;ES:TS:2021:1233) and more recently in the judgment of June 27, 2023 (appeal 6442/2021, ECLI:ES:TS:2023:3071).
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,
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
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