
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
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.
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
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
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