
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
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.
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
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
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,