Jurisprudence
The General Directorate of Legal Security and Public Faith resolves in its Resolution dated June 6, 2022 the controversy arising from the appeal filed by a limited company against the refusal by the commercial registrar to register a deed of incorporation of the The same as a consequence of the drafting of the statutory article regarding telematic attendance at general meetings.
The registrar bases its negative rating on the fact that the call for the meeting must establish a single and unique place and not enable several, as is the case in this case, adding that for telematic meetings they must be considered held at the address independent of the different physical places where the partners connected by videoconference are located, therefore, it is not correct to establish that the Meeting will be understood to be held where the main place is located or that the different places of celebration will be indicated in the call.
Thus, the resolution of the issue involves analyzing and providing an interpretation adjusted to the rules contained in articles 1281 to 1289 of the Civil Code, by virtue of which the clauses that admit different meanings must be interpreted in the most appropriate so that produce effect.
In this context, the General Directorate points out that, from the wording of said statutory precepts, what is clearly perceived is the alternative offered to the partners of attending in person at a place designated for the holding of the meeting, or, for On the contrary, go to other premises authorized by the company and previously identified in the call for telematic assistance to it.
Likewise, the Management recalls that articles 182 and 182 bis of the Capital Companies Law presuppose a physical location for the meeting available to the partners, admitting that the bylaws may provide for the possibility of attending the meeting by telematic means, provided that the identity of the subject is duly guaranteed, but nothing prevents that in use of the autonomy of the will recognized in article 28 of the same legal body, a more extensive or specific regulation of the way in which said will be developed is included in the statutes. telematic assistance.
For all these reasons, the General Directorate decides upholding the appeal and revoking the appealed qualification note based on the idea that the authorization of premises in places other than the registered office has the purpose of facilitating telematic assistance to partners when they cannot or want to travel to the town where the meeting in question is held, not assuming that the meeting will take place in different places but in the only one designated in the call, with the particularity that the partners can connect telematically through the mechanisms enabled by society itself in other locations.
