Luis Prados Ramos




This entry is a continuation of two others that I have made, the first referring to the representation in the Board of partners and another related to the differences between the Board of Directors and the Board of partners. I say that it is a continuation, because it is inspired by the problems that a certain society is going through.

Well, in mid-September, the administrators of this company decided to call a Shareholders' Meeting, and the first indication was that it be held in my office, for various reasons, such as my presence being required, the partners who They had to attend were not a very large number, and because celebrating it in the provincial capital was the most comfortable for all the partners, since it is their place of residence.

I had to warn them that the Meetings had to be held in the place where the bylaws said, and since they did not establish any indication in this regard, the place of celebration had to be at the registered office, otherwise there could be a cause of nullity of the Board, and thus, except in the case that all the partners accept that the Board be considered as universal, it could very probably be challenged in court.

The truth is that, as the work of Notaries, often takes the form of adapting the law to the needs of the people, for this reason, at my request, it was decided to put as an item on the agenda, in addition to those that the administrators they had in mind, another referring to the possibility that the Meetings be held in another municipal area, different from the registered office, specifically in the capital of the province in which the company is domiciled.

This is how the Shareholders' Meeting was called, and in the interim from the call to its celebration, the resolution of the General Directorate of Registries and Notaries appears, dated September 30, 2014, in which a statutory modification of a company, in order that the Shareholders' Meetings can be held in the province where the Company has its domicile.

The Registrar considered that said clause was not registrable since "it is not admissible to establish that the general meeting is held in the province where the company is domiciled since a geographical space greater than the municipal term cannot be established in the statutes."

As happens on many occasions, the Registrar tried to put doors on the field. It must be a consequence of dealing exclusively with papers and not with people, a certain sensitivity or empathy is lost to understand people's problems. Trying to translate the argument of the registrar to the specific case that he had raised, it turns out that the company was domiciled in an industrial estate in a town three kilometers from the capital of the province, that all the partners, administrators, managers, lawyers advisors, auditors, financial advisors, reside in the capital of the province, and that in the town where the registered office is located there is no demarcated notary. These reasons, I believe, are sufficient for the company to be able to hold the Meetings in a place other than the registered office, to which we must add that the partners were all in agreement.

Is an interpretation of Article 175 of the Capital Companies Act really reasonable, by virtue of which Meetings can only be held in the municipal area of the registered office?

Fortunately, the General Directorate of Registries and Notaries, maintaining the qualification, refuted the Registrar's reason, confirming that when a place other than the registered office is set to hold general meetings, this "must be duly determined" and "referred to to a geographical space determined by a municipal term or smaller space such as a city or a town”.

I end by making a call for the convenience that the statutes of the companies are the object of some minimum reflection, since their content is really important, and the absolute convenience of not using the standard statutes that were approved by the Ministry of Justice for the constitution of express companiesWell, in the long run, as the saying goes, “cheap is expensive”.

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