What happens in this case is that in front of the criteria of the Law (which establishes a quorum for the valid constitution of the Boards and requires the favorable vote of the majority of the attendees for decision-making), it is established that for the adoption of certain agreements will require the concurrence of certain majorities defined by reference not to the attendance capital, but to the total number of partners and social capital, and in such a hypothesis, the additional provision of attendance quorum loses its legal meaning, since they can never be less than majority decision; It will be the majority of the decision, exclusively, that will determine if the Meeting can be held or if the meeting will be useless as no agreement can be adopted.
General Meeting: attendance quorum.- According to the Bylaws of a Company incorporated in 1986, the attendance quorum for the valid constitution of the Meetings would be that established in article 58 of the Law and, to agree on the dissolution, they also referred to said Article. By deed granted in 1990, the dissolution was agreed at a Meeting attended by 50 percent of the capital stock. The Directorate revokes the Registrar’s note because it considers that the referral to the current legislation must be understood as the one in force at all times, with which in this case the requirements established at the time of the agreement were met.
General Meeting: attendance quorum.- Once a Meeting was gathered on second call in which resolutions were adopted for which a specific quorum was not required, because, previously and due to lack of a quorum, other matters that did require it were excluded from voting, The minutes presented are recordable, since no precept imposes that, necessarily, all the matters included in the agenda have to be debated if the attending partners so decide and because, otherwise, the rights of the absent to the detriment of the assistants.
General Meeting: attendance quorum.- Faced with a situation similar to that contemplated in the Resolution of July 4, 1991, the Management follows the same criteria of not taking into account the personal quorum required in the statutes, drawn up during the validity of the legislation above, and admit the validity of the agreement preceded by a sufficient quorum in the current Law, reinforcing its arguments with the fact that the only partner who attended the Meeting represented 99,209% of the capital.
General Meeting: attendance quorum.- Proposed by the Registrar that the clause by which the attendance and the favorable vote of shareholders, present or represented who have, at least, two thirds of the subscribed capital with right is not registrable voting for any modification of the bylaws, since it is understood that an attendance quorum cannot be agreed for the second call equal to that of the first, the Management considers the defect without foundation, because in front of the criteria of the Law (which sets a quorum for the valid constitution of the Boards and requires for decision making the favorable vote of the majority -ordinary or reinforced, depending on the case- of the attendees) it is established in the Bylaws that the Board resolutions must be adopted by a certain defined majority by reference not to the capital represented by the concurrent shareholders but to the total capital stock, and in such hypothesis the additional provision of attendance quorum it loses its legal meaning, since it can never be less than the majority decision; It will be the majority of the decision, exclusively, that will determine if the Board may hold or if the meeting will be useless as no agreement can be adopted.