Consequences of a sole director’s non-attendance at the general meeting
In this case, it is analysed whether such absence can lead to the annulment of the resolutions adopted, especially when it is alleged that the
The Directorate General of Legal Security and Public Faith (DGSJFP) reiterates the criterion that exclusive registrable entries, in this case of provisional cancellation, are those regulated in the exceptions of Article 96 of the Commercial Registry Regulations, which consist of the entries ordered by a judicial authority or those necessary for the reopening of the registry page and corresponding to the deposit of the annual accounts. In this sense, the criterion previously assumed, among others, in the resolutions of July 29 and September 2, 2021, is reiterated.
The Management Center elaborates the limiting criterion on the basis of article 119.2 of Law 27/2014 of November 27, 2014, on Corporate Income Tax (formerly art. 131.2 of the TRLIS) which makes any type of registration subject to the prior certification of the registration in the index of entities, so that, in compliance with the principle of legality (article 18 of the Commercial Code), the registrar cannot enter to assess “the inevitable negative consequences for the corporate management that derive from them”, as was requested in this case for the opening of the registry sheet for the entries commented and for the purposes of obtaining the digital signature that would allow the payment of the taxes owed by the company
In this case, it is analysed whether such absence can lead to the annulment of the resolutions adopted, especially when it is alleged that the
The TEAC clarifies that the representation of the managed company in other group companies does not form part of the inherent functions of the position
It is not possible to request informative items with the purpose of requesting information on matters that are already included in the agenda of a