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ENHANCED MAJORITY IN THE PARTNERS GENERAL MEETING – LIMIT TO THE AUTONOMY OF THE COMPANY BY-LAWS

The resolution issued by the General Directorate of Notaries and Registries (the GDNR) of 3rd April 2019 deals with whether it is possible for the  company by-laws to modify the ordinary majority established by the Law. In the case in question, the following modification to the company by-laws was adopted in the general partners meeting of a limited liability company.…

LEGALISATION OF COMPANY CORPORATE BOOKS

Pursuant to Act 14/2013 of 27th September to support entrepreneurs and their internationalisation, and specifically on the basis of the interpretation given in this respect by the General Directorate of Notaries and Registries (the GDNR) of 12th February 2015, the obligation was introduced for all companies to legalise company corporate books by telematic means. This new obligation completely changed the…

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…