The Directorate General for Legal Certainty and Public Faith has confirmed the suspension of the registration of a deed of corporate resolutions due to formal defects (Resolution of 19 January 2026). For Board of Directors' resolutions to be registrable, the certification must mandatorily state the date and the approval method of the corresponding minutes (Art. 112.1 RRM). Furthermore, the approval of the minutes must be recorded as a prerequisite for the resolutions to be enforceable (Art. 202.3 LSC).
For commercial companies, particularly Public Limited Companies (S.A.), a lack of precision in minutes and their certifications prevents the registration of changes to the Board of Directors in the Mercantile Registry. This creates legal uncertainty regarding the validity of appointments and the capacity of directors towards third parties. Companies must ensure that their Board minutes always record the date and the method of approval to comply with the Regulations of the Mercantile Registry (Art. 99.2-4 and Art. 112.1 RRM).
The tax team reviews your specific situation.