The Directorate General for Legal Certainty and Public Faith has analysed an appeal against the refusal to register a public deed regarding the liquidation agreements of a company (Inmobiliaria Calvo e Hijos, SA). The appellant challenges the registrar's decision to suspend registration on the grounds of requiring a full cash deposit, arguing that compliance with Article 395 of the Companies Act (LSC) is achieved through partial deposit and Cadastral values. Furthermore, the ruling questions the failure to rule on the partial registration of agreements made by consenting shareholders, pursuant to Article 63 of the Regulations of the Mercantile Registry (RRM).
For companies undergoing liquidation, this resolution highlights the possibility of requesting the partial registration of agreements (Art. 63 RRM) when the entirety of a deed is rejected, thereby preventing a complete registration deadlock. Dissenting shareholders may have their assets made available through a verified countervalue (Cadastre) and a partial fiduciary deposit, rather than being subject to the requirement of a full cash deposit which the company deems excessive (Art. 395 LSC).
The tax team reviews your specific situation.