The DGSJFP Resolution of 28 May 2024 (BOE 162 of 5 July) addressed several defects relating to the holding of a general meeting of a company, including the preventive annotation of the request for notarial minutes, the validity of the venue of the meeting and the failure to deposit the company’s accounts.
Regarding the defect concerning the venue of the meeting, the DGSJFP examines whether the registered office can be changed by the administrative body for the purpose of holding general meetings, considering the circumstances of the shareholders or the company. Article 175 of the LSC stipulates that, unless otherwise provided in the articles of association, general meetings must be held in the municipality where the company has its registered office.
The DGSJFP identifies two exceptions to this general rule: a universal meeting and the existence of force majeure, as established in the Supreme Court ruling of 28 March 1989. In the case in question, the meeting was convened at the registered office, but was held in a vehicle parked in front of the registered office due to the impossibility of accessing it. The DGSJFP concludes that this circumstance implies a problem of validity that prevents the registration of the resolution adopted at the meeting.
While acknowledging that there are court decisions that have validated meetings held outside the registered office in similar cases, the DGSJFP maintains that these situations must be resolved in court.
Considering that a parked vehicle is equivalent to the registered office is incompatible with the requirements of the LSC, the Commercial Registry Regulations and the guarantees of legal certainty for shareholders and third parties that article 175 of the LSC is intended to protect.
The ruling emphasises the importance of strict compliance with the legal requirements for holding general meetings and adopting company resolutions. The presence of a notary when requested, the holding of the meeting at the registered office, with justified exceptions, and the deposit of accounts are essential elements to guarantee the validity of the resolutions and the legal security of shareholders and third parties.
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
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
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