Dejudicialization of Corporate life in Spain: a huge step in the right direction

On 3 July 2015, the Official Spanish Gazette published Law 15/2015 on Voluntary Jurisdiction. Some parts of its clauses came into force on 23 July, while many others will come into effect at a later time.

One of this law’s main objectives has been the diversion of cases that, from now on, could only be resolved in court. This represents a huge step taken by the legislator in the right direction because the workload of the courts, especially the commercial courts, made it necessary to reconsider which questions could be resolved through avenue other than the courts, while always respecting legal guarantees and legal certainty.

Specifically, within the framework of the Companies Act, the effort to transfer the court’s jurisdiction to the Spanish Trade Registries has been notable, which is a wise decision considering their high level of technical knowledge in corporate matters and the considerable agility with which the trade registries will incontestably deal with cases they would be in charge of.

In this regard, it must be highlighted the possibility that a trade registry, located where the company has its registered address, can summon a general shareholders meeting of a company where the administrators of the company have not done so in the period established by law or where shareholders representing at least 5% of the registered capital of the company have requested the trade registry to do so.

In the same way, the trade registries have been given jurisdiction in matters of capital reduction due to a failure to dispose of shares, the nomination of auditors, liquidators or representatives, or summoning a general assembly of debt security holders.

In a state as modern as ours, the insupportable delay that came from court jurisdiction over these questions has made an urgent reform, one that can only have a bright future within the framework of a better functioning of corporate life, inescapable.

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Please note that this article is not intended to provide legal advice.

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