The Directorate General for Legal Certainty and Public Faith establishes that the absence of a judicial challenge by a dissenting shareholder does not prevent the registration of a company's liquidation (Resolution of 17 December 2025). An agreement to distribute liquidation shares partially in kind, approved by a qualified majority, is valid provided it respects shareholders' rights and allows for judicial protection (Art. 390 and 393 LSC). Furthermore, the final liquidation balance sheet does not require a structure identical to an ordinary balance sheet, as long as it reflects the assets and liabilities following liquidation (Art. 390 LSC).
For companies undergoing liquidation, the registration of dissolution in the Mercantile Registry is facilitated, preventing blockages by shareholders who voted against the decision but failed to take legal action (Art. 390 and 393 LSC). Liquidators gain greater legal certainty as they may present final balance sheets containing assets pending realisation, provided they are justified and shareholders are informed (Art. 390 LSC).
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