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SEPARATION OF DIRECTORS: EXCLUSION FROM THE MEETING AGENDA

In resolution dated 23rd July 2019, the General Directorate of Registries and Notaries (GDRN) has issued its decision regarding an appeal filed against the refusal of the registrar of the commercial and moveable property registry number III of Malaga to register certain agreements taken by the general partners meeting of a company. Of particular interest is the agreement regarding the…

CONVENING OF THE GENERAL MEETING BY E-MAIL

The General Directorate of Notaries and Registries (GDNR) published a resolution on 19th July 2019 arising from an appeal against the refusal of the Registrar of Companies and Movable Goods I of Asturias to register a deed bringing into public by way of a notarial deed corporate resolutions amending the company by-laws and, in particular, article 21, relating to the…

THE OBLIGATION OF INSOLVENCY ADMINISTRATORS OF COMPANIES IN LIQUIDATION TO APPROVE ANNUAL ACCOUNTS

The resolution issued by the General Directorate of Notaries and Registries (GDNR) of 13th June 2019 deals with a very interesting case concerning the obligation of the insolvency administrators of companies in liquidation to file the annual accounts of the previous fiscal year. The case in question is the following: The insolvency administrator of the company DOÑANA TURÍSTICA, S.L. in…

COMPULSORY TRANSMISSION OF MEMBERSHIP INTERESTS (SHARES)

Article 109 of the Spanish Capital Companies Act (SCC), contains various provisions regarding the compulsory transmission of membership interests: (1) Firstly, the obligation on the part of the Company, upon notification by the courts or administrative authority decreeing the seizure, to note the seizure in the members registry book and to immediately send the notification received to those partners free…

COMPETITION LAW: MEMBERS OF THE MANAGEMENT BODIES OF COMPANIES MAY BE FINED EVEN IF THEY DO NOT HAVE POWERS OF REPRESENTATION

On 30th June 2016, the Spanish National Commission for Financial Markets and Competition (“CNMC”) published a decision regarding dossier S/0519/14 on RAILWAY INFRASTRUCTURES, pursuant to which several companies and individuals forming part of corporate management bodies were fined, for having fixed market share and prices, as well as other commercial conditions. Such activities imply a breach of competition law. In…