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, […]
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 […]
