The Directorate General for Legal Certainty and Public Faith has ruled on an appeal against the suspension of the registration of a deed of dissolution and liquidation for the company 'U.A.N.E. Arquitectura, SL'. The dispute arose following a decision by the 18th Mercantile Registrar of Madrid, who suspended the registration of resolutions adopted at a general meeting attended by a representative of an unadministered estate (art. 62 Notary Act). The company sought to liquidate following the renunciation of the inheritance by the heirs of the majority shareholder, who held 63.56% of the share capital.
For limited companies with deceased shareholders whose heirs have renounced the inheritance, this ruling analyses the validity of the representation of an unadministered estate in general meetings for dissolution processes (art. 62 Notary Act). The case highlights the risk of registration suspension when the Registrar questions the capacity of representatives of unadministered estates to exercise political and economic rights during corporate liquidation processes.
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