DGRN cites the example of his doctrine R. on July 15, 2005 , B0E September 10, 2005. In Report number 132 JA Garcia-Valdecasas made some interesting comments to that resolution to be taken as a reference to the following notes:
I GENERAL RULE: Article 378.1 of the RRM determines the closing of registration sheet society, except as specifically contemplated, as has within one year from the date of closing of the fiscal year without the registry have been deposited duly approved annual accounts. Ie that the closure is due to the lack of deposit accounts and not the non-approval of the same, as clarified DGRN.
Therefore, during the year which runs until closing time can avoid the same it is established that the deposit is not because the accounts were approved by the General Meeting. The way to prove that fact shall be either certification by the board of directors with legitimate firms and in which state the cause of non-approval, or by the joint affidavit stating the non-approval of annual accounts. (Art. 378.5 RRM).
II EFFECTS OF CLOSURE:
1 prevents the registration of any document filed after the date of closing, except in cases provided for in Article 378.1.
2 The closure will continue, well until practice accounts tank failed, or to be credited at any time the lack of approval of such accounts. That is, credited the lack of approval of accounts as provided in item 5 of Article 378, will lift the closure of registration.
Comments (JA García Valdecasas): Art. 378.7 of the RRM is strong in this regard. "Any time" can proceed the reopening of the registry provided a proof of lack of approval of annual accounts. Point 5 of the art ... part of a different situation. This is a society whose blade has not been closed yet not within one year from the end of the year (Art. 378.1 RRM). In such a situation, to prevent this closure will be submitted for certification or affidavit proving the non-approval of annual accounts.
is a different question of the cause of that failure to approve the accounts. The DGRN, as we have seen, not just in this resolution, but in previous ones, denies that this case can be subject to classification by the Registrar. However, there is a cause often claimed by companies for the reopening of road, which gives us any questions, without prejudice to admit based on the doctrine of middle management. That cause is the inactivity of society. It is extremely common for companies are formed and remain inactive one or more exercises waiting to start their actual activities. It is also common that society, having been active for some time, the exhaustion of a business, fall into inactivity, without that it involves the dissolution of the company. When one of these companies want to return to active life with his blade is closed due to lack of deposit accounts. To reopen the usual certification is presented that have not been approved specifically accounts due to inactivity. However, despite this lack of activity, it seems clear that society is unable to approve the balance, which persists even when inactive, which has also been able to adopt a profit and loss accounts, even to zero, and also may approve a memory and even a management report which will express precisely the causes of inactivity, which as we know, on the other hand, is limited companies, under certain circumstances, cause of dissolution. In view of this may be questionable whether that cause is not admissible as approving the annual accounts, but to be bound by the doctrine of DGRN, understand that it must be admitted and do not enter your score. Another question that arises in this case is that, whether we admit or not we should require that repeat every six months or whenever, within five years, submit a registration document. It is doubtful that its repetition may be required because, as external cause to society, it is clear that the situation after the first six months, will remain the same as the exercise is not approved, that is, the inactivity society and require new certification may seem excessive formalist rigor that leads us nowhere, except that we crossed just that, being loosely without benefit to anyone.
I GENERAL RULE: Article 378.1 of the RRM determines the closing of registration sheet society, except as specifically contemplated, as has within one year from the date of closing of the fiscal year without the registry have been deposited duly approved annual accounts. Ie that the closure is due to the lack of deposit accounts and not the non-approval of the same, as clarified DGRN.
Therefore, during the year which runs until closing time can avoid the same it is established that the deposit is not because the accounts were approved by the General Meeting. The way to prove that fact shall be either certification by the board of directors with legitimate firms and in which state the cause of non-approval, or by the joint affidavit stating the non-approval of annual accounts. (Art. 378.5 RRM).
II EFFECTS OF CLOSURE:
1 prevents the registration of any document filed after the date of closing, except in cases provided for in Article 378.1.
2 The closure will continue, well until practice accounts tank failed, or to be credited at any time the lack of approval of such accounts. That is, credited the lack of approval of accounts as provided in item 5 of Article 378, will lift the closure of registration.
Comments (JA García Valdecasas): Art. 378.7 of the RRM is strong in this regard. "Any time" can proceed the reopening of the registry provided a proof of lack of approval of annual accounts. Point 5 of the art ... part of a different situation. This is a society whose blade has not been closed yet not within one year from the end of the year (Art. 378.1 RRM). In such a situation, to prevent this closure will be submitted for certification or affidavit proving the non-approval of annual accounts.
is a different question of the cause of that failure to approve the accounts. The DGRN, as we have seen, not just in this resolution, but in previous ones, denies that this case can be subject to classification by the Registrar. However, there is a cause often claimed by companies for the reopening of road, which gives us any questions, without prejudice to admit based on the doctrine of middle management. That cause is the inactivity of society. It is extremely common for companies are formed and remain inactive one or more exercises waiting to start their actual activities. It is also common that society, having been active for some time, the exhaustion of a business, fall into inactivity, without that it involves the dissolution of the company. When one of these companies want to return to active life with his blade is closed due to lack of deposit accounts. To reopen the usual certification is presented that have not been approved specifically accounts due to inactivity. However, despite this lack of activity, it seems clear that society is unable to approve the balance, which persists even when inactive, which has also been able to adopt a profit and loss accounts, even to zero, and also may approve a memory and even a management report which will express precisely the causes of inactivity, which as we know, on the other hand, is limited companies, under certain circumstances, cause of dissolution. In view of this may be questionable whether that cause is not admissible as approving the annual accounts, but to be bound by the doctrine of DGRN, understand that it must be admitted and do not enter your score. Another question that arises in this case is that, whether we admit or not we should require that repeat every six months or whenever, within five years, submit a registration document. It is doubtful that its repetition may be required because, as external cause to society, it is clear that the situation after the first six months, will remain the same as the exercise is not approved, that is, the inactivity society and require new certification may seem excessive formalist rigor that leads us nowhere, except that we crossed just that, being loosely without benefit to anyone.
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