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,
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
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,
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
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
