Is it possible to register a deed of liquidation and dissolution of a limited company, when its dissolution has already been recorded in the Registry?
The answer to this somewhat contradictory question is the subject of the DGRN Resolution that we will discuss in this post.
The factual scenario of the case arises when a limited company granted a deed of dissolution and liquidation, in which, after its partners waived their credit rights against the company, they distributed its social assets, completing the liquidation operations.
However, once said deed was presented for registration in the Commercial Registry, it refused its registration because the company was already dissolved and its entries cancelled by means of an Order issued by a Commercial Court decreeing, pursuant to articles 176 bis and 178.3 of the Bankruptcy Law, the conclusion of the bankruptcy due to insufficient assets and the aforementioned dissolution and cancellation of entries.
Apparently, the reason that moved the limited company to grant the aforementioned deed of dissolution and liquidation was that certain Public Administrations did not consider the extinction decreed judicially to be effective for their own purposes because there had been no dissolution and liquidation.
The DGRN 's response to the question raised is to accept the registration of the deed of dissolution and liquidation, basing it on the following considerations:
- In such cases, after the registration cancellation, the legal personality of the dissolved company persists as a residual center of imputation of responsibilities until the legal relationships of which the company is the holder are completely exhausted, since it is capable of holding rights and obligations until those legal relationships are exhausted.
- The cancellation of entries is a mechanical registration formula that does not prevent any subsequent liabilities of the company.
- The extinction does not determine the disappearance of the company, contrasting a kind of formal disappearance with a material non-disappearance, which will not occur until the moment the company is liquidated in form (there are no unsatisfied creditors, unpaid partners or undistributed assets).
Conclusion
The final conclusion of the resolution for the specific case, after stating that in principle the registration of the deed of dissolution and liquidation once the company has been extinguished in the registry would be inadmissible, considers that in the case, and taking into consideration the factual elements present there, since the bankruptcy was declared and concluded without going through the bankruptcy liquidation phase, its registration is appropriate because there are pending legal relationships.
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A graduate in Law from the University of Barcelona and with a Master's degree in Business Law from the same university, he worked at the law firm Alonso-Cuevillas Advocats and later joined the Civil and Commercial Litigation department of the law firm Bufete Bueno Bartrina. He then joined the team at the firm Casamitjana-Cuyas-Morales, and subsequently continued his career at Bufete Herrera Advocats, in the Commercial and Litigation department. In November 2015, he joined aÀmbitJurídic i Econòmic, SLP, as a professional partner, to head the Commercial and Insolvency practice.
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