In the Resolution dated 19 February 2024 (published in the Official State Gazette of 19 March), the Directorate General for Legal Security and Public Faith (DGSJFP) ratifies the refusal to register a new director.
The appellant sought the appointment of a sole administrator under the argument that liquidation does not imply the automatic dissolution of the company and therefore only the temporary suspension of the administrator’s powers is produced, making it possible to appoint a new one.
However, the Directorate General confirms that the dismissal of the company’s administrators is one of the consequences of the liquidation, who will be replaced by the insolvency administration. The liquidators may continue to represent the insolvent company during the insolvency proceedings and also in incidents or other proceedings in which the company must be a party. In this way, the insolvent company is recognized as a residual center of imputation of rights and obligations, until such legal relationships are exhausted.
After the dissolution has been declared, the directors are removed by law, in accordance with the doctrine reiterated by the Supreme Court in rulings of 4 June 2000, 27 December 2011, 20 March 2013 and the unification of doctrine in ruling 324/2017 of 24 May.
The DGSJFP concludes by stating that, during this liquidation phase, entries can be made in the private register of the company even after the extinction declared by the insolvency judge, provided that they are compatible with the state of the Register derived from the liquidation phase of the company in insolvency.
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
There may be information that is rationally useful or relevant for the protection shareholders’ rights that is not essential for the exercise of their participation
Shares acquired before 2021 that represented a stake of at least 5% and had an acquisition value exceeding €20 million cannot benefit from the transitional