Review of clauses on variable remuneration in the bylaws
The clauses in the articles of association regulating the variable remuneration of directors in companies must include ‘general reference indicators or parameters’ for the determination of such remuneration, stressing that ambiguity in these concepts may lead to their nullity, in accordance with the Directorate General for Legal Security and Public Faith (DGSJFP) in its resolution […]
Validity of a clause in the articles of association on the fair value of company shares
The DGSJFP confirms that the articles of association may establish their own procedures for the exercise of the right of pre-emptive acquisition, provided that they comply with legal principles and the corporate interest, while the inclusion of a specific mechanism for the valuation of the shares does not infringe the supplementary regime of article 107.2.d) […]
On the ancillary obligation to comply with the family protocol
An article of the bylaws establishing ancillary obligations whose specific and determined content does not appear in the article itself but by reference to the content of the family protocol contained in a deed duly identified, but neither registered nor deposited, is registrable. In its resolution of October 11, 2024, the Directorate General for Legal […]
Form of the notice of shareholders’ meeting and nullity due to lack of good faith or abuse of rights
The Provincial Court of Madrid, in its Judgment 230/2024 of 2 July, analysed the validity of a notice of a general meeting of a limited liability company, underlining that formal compliance with the legal requirements is not sufficient if a lack of good faith or an abuse of rights in the convening process is demonstrated. […]
The impossibility of registering ‘disagreements’ in the Companies Register
The Commercial Register does not allow the registration of proposals discussed at a shareholders’ general meeting that do not become resolutions due to tied votes, according to the decision of the Directorate General for Legal Certainty and Public Faith of 31 October 2024 (BOE no. 282 of 22 November), which confirmed the refusal to register […]
The nullity of the annual accounts does not automatically entail the nullity of those of subsequent years
Once the annual accounts for several years have been approved at the same general meeting, the nullity of the accounts for one year does not automatically entail the nullity of the accounts for subsequent years, which must be analyzed independently. In the case under examination, the minority shareholder of a corporation filed a lawsuit requesting […]
Failure to proclaim the results of the vote at a general shareholders’ meeting
The Judgment of the Barcelona Provincial Court (15th Section) of 10 September 2024 analyses the impact of the failure of the chairman of a general meeting to announce the results of the votes, particularly with regard to resolutions on the annual accounts. During a general meeting of a limited liability company, disagreements arose among the […]
Incorporation of an SLU with a single share with a nominal value of one euro
It is possible to incorporate a sole shareholder limited liability company in which the share capital is one euro represented by a single share of one euro nominal value, according to the Directorate General for Legal Certainty and Public Faith (DGSJFP) in its resolution of October 29, 2024, published in the Official State Gazette on […]
Article 160.f of the Spanish Companies Act: Registration of the sale and purchase of company assets and essential assets
According to the Directorate General for Legal Certainty and Public Faith (DGSJFP), it is not necessary to provide an explicit certification or declaration on the essential nature of the asset transferred, allowing the transaction to be validly registered, without affecting the protection of bona fide purchasers. The Resolution of the DGSJFP of 29 July 2024 […]
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, […]
