For this reason, the statutory clause according to which “there will be a majority when voting in favor of the agreement a number of partners representing more than half of the share capital is ambiguous, except to increase or reduce capital, extend the duration of the company, agree to the merger or transformation of the same, its dissolution or modify in any way the corporate deed and the statutes, or separate the founding Administrators, cases for which it will be necessary for a number of partners to vote in favor of the agreement, representing, at less, most of them and two-thirds of the capital stock “, while in the following paragraph it adds that” except as provided in the first paragraph of this article for the cases of article 17 of the Limited Liability Companies Law, if the summoned Board does not reach the validity quorum, it will meet again in a single call to deliberate with the same majority ”. The wording of this precept is, according to the Registrar, incomplete, because the second paragraph leaves the possibility of a second call safe for the cases of article 17 of the Law of Limited Liability Companies of 1953 provided for in the first paragraph, while this it does not foresee such a possibility.
Annotation of seizure on assets of an entity in suspension of payments.- The doctrine of the Directive Center according to which the award resulting from an isolated execution cannot be registered, followed against persons whose dispositive powers are limited by virtue of the admission for processing of the request for suspension of payments if there is no evidence of the intervention of the body thereof, does not prevent a seizure annotation from being made in this situation (in this case in favor of the Tax Agency), if the following is taken into account: a) The nature precautionary and guarantee of the intended annotation; b) The suspension of payments does not contradict the procedural legitimacy of the suspension or its ownership over the locked asset, but only announces a restriction at the time of execution, and c) That the annotation will allow the interested Treasury to ensure its right for when the suspension of payments file is dismissed for any reason.
General meeting: place of celebration.- 1. It is debated in this appeal whether or not the deposit of accounts of a company is appropriate, based on the three defects indicated in the qualification note: the omission of the form to call the meeting in which they were approved, not being a universal meeting; that since the meeting is not universal, it should have been held at the registered office; and that the audit report of the accounts is missing, since the auditor was appointed at the request of the minority.