Closing of the registry for failure to file annual accounts
For the reopening of the registration sheet of a company for failure to file annual accounts, it is sufficient to file the accounts corresponding to the last three fiscal years for which the effect of closure has occurred. The Directorate General of Legal Certainty and Public Faith (DGSJFP), in its resolution of September 10, 2024, […]
Partial reproduction of legal provisions in the articles of incorporation with omission of certain mandatory paragraphs
The Directorate General for Legal Certainty and Public Faith (DGSJFP) rules that a partial reproduction of a legal rule in the articles of incorporation, which omits mandatory sections, does not imply its exclusion when the omission does not distort the rule or create confusion as to the applicability of the law. The DGSJFP, in its […]
Firma de la certificación de la junta que aprueba las cuentas anuales
In the telematic filing of a deposit of the accounts of a company, it is not necessary that the signature of the certification approving the accounts be electronic; this can be autographic or handwritten. The Directorate General of Legal Certainty and Public Faith (DGSJFP), in its resolution of September 9, 2024, addresses this issue in […]
Mandatory representation of female directors in listed companies and other public-interest companies
The new Parity Law (Ley de Paridad), approved in 2023, establishes a crucial reform in the composition of the boards of directors of listed companies and other public interest entities. As of 30 June 2024, companies will have to ensure that at least 40% of their members are women, promoting greater gender equity in senior […]
The impossibility to reformulate annual accounts after their approval
The reform of annual accounts is only possible prior to their approval by the shareholders’ meeting, and in the event of subsequent errors, these must be reflected in the year in which they are detected. Case law and the criteria of the ICAC have made it clear that it is impossible to restate accounts that […]
Liability of the partners in a company purporting to be a civil law
The choice of the civil form for a company carrying on commercial activities does not exempt its partners from joint and several liability for the debts incurred, since the commercial nature of its object prevails. The recent Judgment 466/2024 of 28 June, handed down by the Barcelona Provincial Court (ECLI:ES:APB:2024:7351), deals with the issue of […]
Consequences of a sole director’s non-attendance at the general meeting
In this case, it is analysed whether such absence can lead to the annulment of the resolutions adopted, especially when it is alleged that the shareholders’ right to information has been violated. The recent judgment of the Madrid Provincial Court, dated 12 July 2024, addresses the question of the legal consequences of the non-attendance of […]
The representation in the management body of related companies cannot be considered included in the functions of the managing director
The TEAC clarifies that the representation of the managed company in other group companies does not form part of the inherent functions of the position of managing director and must therefore be paid separately from the salary received as a director. The ruling of the Central Economic-Administrative Court (TEAC), issued on 24 September, establishes a […]
Agenda for information purposes only
It is not possible to request informative items with the purpose of requesting information on matters that are already included in the agenda of a convened general meeting. In the SAP Barcelona, 15th Section, of February 2, 2024, the Provincial Court (AP) addresses the debate on the inclusion of merely informative items in the agenda […]
The conflict in the granting of powers of attorney and the sufficiency of the notarial judgement
The DGSJF strengthens the authority of the notary’s judgement as regards the sufficiency of representative powers and limits the possibility of the notary’s judgement being called into question by the registry’s qualifications without a reasoned and factually substantiated justification. The Resolution of the Directorate General for Legal Security and Public Faith (DGSJFP) of 23 July […]