Therefore, in order to judge the admissibility or rejection of the statutory procedures for convening the General Meeting to replace the publication in the Official Gazette of the Mercantile Registry and in a newspaper, it must be assessed whether or not the guarantees of information that the call is intended to ensure by legal regulation.
In this sense, the provision contained on this point in Order JUS / 3185/2010, of December 9, has as a presupposition the consideration that, according to the purpose of the rule of article 173.1 of the Capital Companies Law, The use of telematic procedures, through the use of electronic signatures, must be admitted, with the necessary flexibility, in line with the intention of the legislator to promote the use of such technological instruments also by citizens. From this point of view, it is clear that such communication can reasonably ensure the receipt of the announcement by the partner. In addition, the questioned statutory provision ensures sufficient information from the partner, by additionally preventing, in the event that the call for the first procedure is not possible (not only due to the impossibility of using the telematic route for technical reasons, but also because said via does not ensure receipt of the announcement by the partner), any other of the legally admitted procedures (cf. Resolution of March 23, 2011).
Therefore, the criterion maintained by the Registrar when rejecting these alternative procedures cannot be considered sufficiently based on the letter of the regulation and would be contrary to the purpose of flexibility and simplification pursued by it.
General meeting: call.- 1. In the event of this appeal, a limited liability company is constituted by the procedure established in section Two of article 5 of Royal Decree-Law 13/2010, of December 3, on actions in the fiscal, labor and liberalizing areas to promote investment and job creation, with the consequent incorporation of corporate bylaws adjusted to those approved by Order JUS / 3185/2010, of December 9.
The registrar resolves not to carry out the requested registration because it considers that the self-assessment of the document must be accredited with respect to the taxes corresponding to the act to be registered. In addition, it bases its refusal on the fact that the company name does not coincide with the one that appears in the certificate of the Central Mercantile Registry. And, finally, negatively qualifies certain statutory provisions relating to the corporate purpose, the manner in which the general meetings are called and the administrative body.
The registrar denies the registration of said clause because, in his opinion, “The form of calling the meeting provided for in the first paragraph of the second paragraph does not comply with the provisions of art. 173 of the Capital Companies Law as amended by art.