
Right of separation due to change in corporate purpose
The Provincial Court (AP) of Madrid considers that the lack of coincidence between the corporate purpose and the activities actually carried out by a company
During a general meeting, the shareholders discussed the re-election of directors after the expiry of their term of office. However, the votes were tied, preventing an agreement from being reached. Subsequently, an application was made to register this ‘non-approval’ in the commercial register by means of the notarial minutes of the meeting. The commercial registrar refused registration on the grounds that the Capital Companies Act (LSC) requires a majority for the adoption of resolutions and does not provide for mechanisms to resolve ties in the voting at the meeting.
The Directorate General confirmed this decision on the basis of three main arguments:
The resolution emphasises that the Commercial Register cannot be used to reflect situations that do not constitute registrable acts under the law. Furthermore, it underlines the importance of providing for solutions in the articles of association to avoid the paralysis of the company due to a lack of resolutions. In this context, the resolution of ties could be addressed through measures such as the intervention of an arbitrator or additional mechanisms provided for in the articles of association, although their validity would depend on the judicial analysis in each case.
The Provincial Court (AP) of Madrid considers that the lack of coincidence between the corporate purpose and the activities actually carried out by a company
The Provincial Court (AP) of Jaén confirmed the nullity of a joint account agreement signed in August 2015, on the grounds that it concealed an
In the context of a merger by absorption registered in the Commercial Registry during the 2025 fiscal year, the absorbing entity assumes the obligation to