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THE VALIDITY OF A CALL OF THE GENERAL MEETING BY PRIVATE POSTAL SERVICE

The reiterated doctrine of the General Directorate of Notaries and Registries (the GDNR) states that when a statutory provision exists regarding the form of carrying out the call of the general shareholders’ meeting, said form must be strictly observed in order to protect the rights of the shareholders to attend the general meeting. In the resolution dated 2nd January 2019…

A NEW CHANGE TO CONSOLIDATED ACCOUNTS – CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENTS

Following the entering into force of law 11/2018 of 28th December, which modifies the Commercial Code, the Capital Companies Act and the Account Auditing Act, the new article 44 of the Commercial Code adds non-financial information statements to the documents making up the consolidated annual accounts. I. Affected companies The statement of non-financial information must be included in the consolidated…

CHANGE IN REGULATIONS AND COMPANY BYLAWS: METHODS OF SUMMONING THE GENERAL MEETING.

Article 173 of the Spanish Capital Companies Act (the “SCC”) establishes the methods that shareholders of joint-stock companies may summon the general meeting. However, regarding the doctrine established by the General Directorate of Notaries and Registries (the GDNR) the provisions of the bylaws always prevail over legal regulations, provided that the receipt of the notification of the summons by all…

New Royal Decree-Law on Network Security and Information Systems

The new Royal Decree-Law 12/2018 on network security and information systems was published in the Spanish Government’s Official Gazette on 8th  September 2018 and entered into force on the following day. This royal decree-law is intended for establishing mechanisms, which from a comprehensive perspective, improve protection against threats to networks and information systems by facilitating the coordination of measures taken…

Registry cancellation of a mortgage of a property adjudicated in insolvency proceedings

The resolution of the General Directorate of Registries and Notaries (Dirección General de Registros y Notariado  – “DGRN”) dated 20th July 2018 clarified the legal requirements for the registry cancellation of a mortgage established on a property before the announcement of insolvency proceedings, wherein said property was adjudicated pursuant to the judicial auction held in accordance with the approved liquidation…