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Therefore, the circumstance that the registry entries make public a situation of unipersonalidad can not constitute any obstacle to the registration of corporate resolutions adopted by the competent body, as is in this case the General Meeting because they are agreements on change of the system of administration and change of administrators –cfr. Articles 159.1, 160.b) and 210.3 of the Capital Companies Law–.
On the other hand, the requirement claimed by the registrar on the prior registration reflection of the loss of the uni-personality status of the company is not established in any precept and is contradicted in the Capital Companies Law itself, which does not expressly contemplate any sanction for the lack of that registry certificate.
General meeting: validity of its resolutions.- 1. The inscription in the Mercantile Registry of a deed of execution of company resolutions is discussed in this appeal by which the two joint administrators are dismissed and one of them is appointed as sole administrator to which is incorporated certification of said agreements issued by the new sole administrator, without accompanying the notarial certificate issued by the general meeting in which the agreements were taken and whose registration is, likewise, suspended due to appreciation of various defects. The Mercantile Registrar suspends the registration of the deed, on the one hand because, the notarial deed of the general meeting is not accompanied by the qualified deed, it is not possible to qualify – for the exclusive purposes of registration in this Mercantile Registry – compliance with circumstances and requirements established in articles 166 et seq. of the Capital Companies Act, regarding the convening of the Meeting, nor compliance with the circumstances and requirements established in articles 97 and 102 of the Mercantile Registry Regulations; and, on the other hand, for not certifying the reliable notification of the new appointment to the previous owner with a registered position other than the new administrator, at the address that appears in the Registry in accordance with the provisions of article 111 of the Commercial Registry Regulations.
As for the first of the defects, it must be based on the fact that it is a repeated criterion of this Board of Directors that the Mercantile Registrar must qualify all the points concerning the holding of a general meeting that result in the validity of the same. This is the case, by way of example, with the requirements of the call (Resolution February 9, 2012), person entitled to call it (Resolutions of March 11 and April 6, 1999 and January 24, 2001), calculation of the term of celebration (Resolutions of July 10 and November 6, 1995, July 15, 1998 and February 9 and 10, 1999) place of celebration (Resolutions of December 1, 1994, February 18, 1998 and October 2, 2003), attendance quorum (Resolutions of February 2, 1957 and May 19, 2006), representation of the attendees (Resolutions of February 7, 1996 and March 5, 1997), validity of the agreements (Resolutions of February 7, 1996 and March 5, 1997), representation of the attendees (Resolutions of February 7, 1996 and March 5, 1997) and approval of the minutes (Resolutions of September 30, 2000 and October 10, 2005).