Article 53 of the Law on Limited Liability Companies).
The argument of the note cannot be upheld insofar as it seems to understand that the manifestation against the validity of the Meeting must be equated to a vote against the proposals that make up the agenda since, by definition, absentees do not vote in no sense, neither for nor against. It would only be possible to ask whether the validity of the Board’s constitution requires a prior agreement of the attendees, which in this case would not have occurred.
The Law regulating the social form has not detailed the process to which the development of the Board is subject, although it regulates some of its essential aspects such as the minimum necessary attendance, the legitimacy for it, the representation or the formation of the list of attendees , and the bylaws on their part do not usually supply that silence in detail. The Regulations of the Mercantile Registry when regulating the documentation of the agreements of the collegiate bodies, and although its requirements are limited to the scope of its own competences (article 97.3), it is somewhat more detailed, the content of its article 102 being especially significant. regulate the content of the notarial act of the Meeting. It requires that it contain the declaration of the President of being validly constituted and the indication of the number of members with the right to vote concurrent, present or represented, as well as the existence or absence of reservations or protests about the previous manifestations and, in the first case, the content and author thereof.
Despite the fact that the Judgment of the Supreme Court of April 7, 1987, issued at the headquarters of joint-stock companies and under the validity of the previous Law, indicated, in a position that due to lack of reiteration it does not constitute jurisprudential doctrine, that the first agreement to take By the Board, before entering to deliberate on the agenda, it is to declare, if so proceeds, that it is validly constituted, there is no legal norm that supports it. On the contrary, the corporate practice that constitutes a commercial use, attributes to the Chairman of the Board the task and responsibility of assessing the concurrence of the circumstances that allow it to be considered constituted and issue a pronouncement on the matter against which the attendees can make the protests or reservations that they deem pertinent, called to be included in the minutes, and which are a presupposition of the legitimacy to exercise the corresponding challenge action as stated by the Supreme Court in a Judgment of May 9, 1986.