Shareholder separation right due to non-distribution of profits
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
In the Resolution of 16 January 2024, the Directorate General for Legal Security and Public Faith (DGSJFP) considered that the management body cannot agree by a mere resolution to grant indistinct power of attorney to any of the joint directors to represent the company in the execution of a deed of sale of a property.
The joint administration, unlike the board of directors, is not a collegiate body, but is made up of a plurality of individuals. Therefore, the joint directors cannot certify the powers of attorney that are granted between them by means of resolution but must be in the form of a public deed granting power of attorney.
In this case, according to the bylaws of the selling company, the power of representation of the company had to be exercised jointly by the two joint directors, in accordance with articles 233.2.c) of the Capital Companies Act and 124 of the Companies Register Regulations.
Consequently, the DGSJFP ratified the refusal to register a deed of sale and purchase of a property, establishing that powers of attorney that exceed the company representation of the joint directors must be notarized in a public deed and not in a mere private document such as the certificate of the company’s minutes, even though the signatures of the latter are notarized.
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
This article addresses the main requirements for the liquidation of corporations and the closure of branches in Spain, with particular emphasis on commercial and registry
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares