Validity of testamentary provisions for the disassociation of voting rights from shares
The Provincial Court of Madrid reaffirms that testamentary provisions can establish the disassociation of voting rightsof shares without violating corporate public policy. Facts of the case In his will, Mr. Alfredo bequeathed the bare ownership of shares in Aceites Toledo S.A. to his sons, Mr. Evelio and Mr. Cándido, while his wife, Mrs. Evangelina, received […]
Convening of company meetings: abuse of rights and good faith according to the Supreme Court
The recent Ruling of the Supreme Court (SC) of 6 February 2025, no. 190/2025 dealt with a case in which a call for a meeting, despite formally complying with legal and statutory requirements, was declared null and void on the grounds that it violated the principle of good faith and constituted an abuse of rights. […]
Appointment of a voluntary auditor at any time with respect to the end of the financial year
The General Directorate of Legal Certainty and Public Trust (DGSJFP) has ruled on an appeal lodged against the refusal of the Commercial Registry to register the appointment of a voluntary auditor in a limited company not obliged to have an audit. The resolution, published in BOE (Official State Gazette) no. 310 of 25 December 2024, […]
Obligation to keep books and documents in the liquidation of companies
The General Directorate of Legal Certainty and Public Faith (DGSJFP) has, through its decision of 14 January 2025, has confirmed the need to include in the public deed of liquidation the liquidator’s statement regarding his obligation to keep the commercial books and other corporate documentation or, where appropriate, the indication of its non-existence, as required […]
Portuguese 2025 State Budget – main tax measures
The Portuguese State Budget for 2025, enacted through Law no. 45-A/2024 of December 31, introduces a series of tax measures aimed at at strengthening the competitiveness of companies and improving employees compensation. The following changes took effect on January 1, 2025. 1. Adjustments to the Corporate Income Tax (IRC) (a) Reduction in Corporate Tax […]
Merger and information to employees
In the case of mergers of wholly-owned companies that have no employees, it is not necessary to prepare a directors’ report, not even regarding the employees. In its resolution of December 16, 2024, the General Directorate of Legal Certainty and Public Faith (DGSJFP) analyzes a case in which a parent company absorbs its subsidiary, of […]
Consequences of the revoked NIF in registry access
On 18th September 2024, the General Directorate of Legal Certainty and Public Faith, addressed an appeal against the qualification of the Property Registrar of Huelva No. 1, which suspended the registration of two deeds of sale due to the suspension of the Tax Identification Number (NIF) of the intervening entities. The deeds in question, authorised […]
Requirements for the appointment of non-remunerated executive directors
Judgment no. 311/2024 of the Madrid Provincial Court of 4 October 2024 analyses the requirements of article 249.3 of the LSC on the appointment of unpaid managing directors in a family company, establishing that the absence of a contract does not invalidate the appointments of the managing directors, as they do not receive remuneration for […]
Challenging negative corporate resolutions
The Ruling of the Provincial Court of Valencia, of September 24, 2024, no. 162/2024 is generally in favor of the broad admissibility of the challenge of negative resolutions and, exceptionally, in cases of negative resolutions adopted abusively by the majority, in favor of the eventual judicial reformulation of the social will expressed at the general […]
Effectiveness in Spain of powers of attorney granted abroad by foreign companies: sufficiency and equivalence judgements
The DGSJFP has clarified that the sufficiency and equivalence judgements are the responsibility of the authorising notary in Spain. However, the judgement of equivalence does not require a specific formula and does not have to be carried out independently if the sufficiency of the power of attorney has already been confirmed. In this sense, for […]
