El controvertido límite de la competencia registral en relación con el examen del art. 348 bis LSCComentario a la RDGRN de 22 de diciembre de 2017

Resumo

The aim of this paper is to study the particular case analyzed by the Directorate General of Registries and Notarial Offices (hereinafter referred to as the «DGRN») on December, 27, 2018. In that decision, DGRN concludes that Mercantile Registrar not only has enough competence to check the concurrence of the requirements of article 348 bis of Spanish Corporate Enterprises Act, but also to study other material questions non referred in the article as the validity of the Annual Meeting of Shareholders in which the non-distribution of dividends of the Company was resolved. As a result, the DGRN refuse the appointment of an independent expert to assess the shareholder´s stocks or shares (in accordance with article 353 Spanish Corporate Enterprises Act) that was formally interested by the shareholder.