“Spanish Law 1/2012, 22nd June, to simplify reporting requirements and documentation of mergers and divisions of capital companies”, introduced the latest changes on the regulation of the websites in these kind of company, with the amendments of the Articles 11bis and 173 of the Companies Act (LSC) and the introduction of Article 11ter and 11quater of LSC.
The article 11bis Section 1 of Spanish Capital Companies Act provides that these companies may have a corporate website, and in any case will be required for listed companies.
We will not argue about the poor drafting of the above mentioned Spanish law specially regarding this issue and the problems of interpretation and doubts about the use of the website may appear on this subject. The purpose of these lines is to inform our readers on the use of new technologies at the time of convening General Meetings of companies.
The agreement creating the website corresponds to the General Meeting of the company, must appear explicitly in the agenda of the meeting. This agreement shall be recorded in the Mercantile Register of Companies and published for free in the “Official Gazette of the Mercantile Registry”, not have legal effect until this publication takes place.
Unless the bylaws of the Spanish company provide otherwise, the modification, the transfer or cancellation of the website shall be the responsibility of the site of management of the company in Spain.
Article 11ter, in relation to the publications on the website, states that the company shall ensure the security of the website, the authenticity of the documents published and free access to the same with the possibility of downloading and printing.
Administrators have the obligation to keep the insert in the website during the term required by law, jointly liable for damages caused by the temporary interruption of access to the site, unless the interruption is due to acts of God and force majeure.
Article 173 of law provides that the General Meeting shall be convened by notice published in the website of the company, provided it had been created, registered and published under the terms provided for in Article 11bis.
However, if the interruption of access to the website is over two consecutive days or four alternates, will not be able to celebrate the General Meeting, unless the total effective publishing days would be equal or exceed the term required by law.
Finally add that the general proceeding of advertising the notice of celebration of the General Meeting, that is the publication in the “Official Gazette of the Mercantile Registry” and in one newspaper of general circulation in the province where the registered office is located, becomes a default regime, in cases where the company disposes of website duly created, registered and published under the terms provided for the law.
Contact now the efficient multilingual lawyers of Spanish leading law firm Arcos & Lamers Asociados for all you legal and tax advice!.
Félix Ruiz, lawyer in Marbella.
Marbella, November, 2013.
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