The Directorate General of Legal Security and Public Faith (“DGSJFP”), in its resolution of March 11, 2024, confirmed the decision of the mercantile registrar not to register a General Meeting agreement to modify the company’s corporate purpose. This was because the deed did not prove the fulfillment of the required conditions concerning the right of separation of the partners.
Specifically, new activities were added in the General Meeting agreement, which, according to the DGSJFP, represented a substantial modification of the corporate purpose, one of the legal grounds for the partners’ right to separate, as provided in Article 346 of the Capital Companies Act (“LSC”).
As indicated in Article 348 of the LSC, agreements giving rise to the right of separation must be published in the Official Gazette of the Commercial Register, or, in the case of limited companies and joint-stock companies with all nominative shares, they must be communicated in writing to each partner who did not vote in favor of the agreement so that the partners may exercise their right of separation within a month.
Additionally, Article 349 of the LSC requires that, for the agreement to be registered, the deed must either include a declaration by the administrators that no partner has exercised the right of separation within the period, or that the company has acquired the shares or stock of the separated partners or that a reduction in share capital has been made by redeeming the shares or stock of those partners.
In the case at hand, the deed did not prove compliance with the requirements set out in Articles 348 and 349 LSC, which was the reason for its rejection in the Commercial Register. This criterion was confirmed by the DGSJFP in the resolution mentioned.
