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But then he adds that the issue discussed is purely formal: an incorrect wording of the Statutes, which makes it appear in the present tense what undoubtedly cannot but be in the past. And as this cannot change a certain fact that has occurred in the past, neither can it alter the continuation of the legal personality of the company, so this contradiction cannot be elevated to the category of an impeding defect for registration.
Transformation into a limited company.- Although the principle of priority is fundamental in the operation of the Mercantile Registry, it is no less true that this Registry aims to publicize certain legal situations and verified by the registry qualification, so when it comes to the qualification, the Registrar must take into consideration not only the documents initially presented but also the authentic documents related to them and subsequently presented, even if they are incompatible with each other, a doctrine that takes full force in cases such as the one now debated, in which incompatible documents reflect acts emanating from the same company, which may not oppose that the previous one that predetermines it is taken into account in the valuation of the later one, even if it accessed the Registry later, since the doctrine of the own acts must add the regulatory provision (article 4.2 Mercantile Registry Regulations) that the lack of registration Ripción cannot be invoked by who should have procured it. Consequently, the denial of the registration of the transformation of a public limited company into a limited company must be confirmed, when the consideration of a previous increase in the capital stock of the same entity that had not yet been registered and that is subsequently presented in the Registry This transformation shows that the Board that agreed to said transformation did not have the necessary quorum for its valid constitution.
Transformation into a limited company.- It is not necessary for the balance sheet to conform in its formal structure to the provisions of article 175 of the Public Limited Companies Law when it comes to the transformation of a public limited company into a limited liability company. From the perspective of the partners, if the partnership were to become a collective or limited partnership, the balance sheet provides the partner with an approximate knowledge of the value of their participation in the social assets, which facilitates the decision on the exercise of the right of separation; On the other hand, if the transformation is into a limited liability company, where there is currently no right of separation, but the right to freely transfer their shares within a period of three months from the publication of the agreement, the requirement of the balance sheet is additional information which makes the importance of the balance more diluted.