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The corporate website of the company as a means of calling the General Meeting

The corporate website of the company as a means of calling the General Meeting

The corporate website of a company can have many uses, among which the convene Meetings and deliver information to partners. But for it to be possible, this possibility must be included in the company statutes.

This is regulated by articles 11 and 173 of the Consolidated Text of the Capital Companies Law, modified in Law 1/2012 of June 22 http://www.boe.es/diario_boe/txt.php?id=BOE- A-2012-8406.

In practice, two assumptions are raised, depending on whether companies already incorporated or from newly created companies.

In the newly created companies, it will be necessary:

  1. Include a clause in the articles of incorporation stating that all partners agree to the creation of a corporate website.

  2. This clause will be supplemented by the Bylaws, which will be wording as follows:

Registered office, nationality, corporate website: The company is domiciled at ……, and has Spanish nationality.

The Administrative Body may create, suppress or transfer branches, as well as change the registered office within the same municipal term.

By resolution of the General Meeting, the company may have a corporate WEB page, in accordance with the provisions of article 11 bis of the Capital Companies Act. The General Meeting may delegate to the Administrative Body the choice of the URL or website of the corporate website, which once specified will be communicated to all partners.

The modification, transfer or deletion of the web will be the responsibility of the administrative body.

In the companies already incorporated upon the entry into force of the legislative reform:

If the articles of incorporation do not provide anything about the corporate website, the company must carry out the following steps:

  • The General Meeting will be convened by traditional means (written and individual communication to the partners or, failing that, its publication in the BORME).

  • In this call, the creation of the corporate website will expressly appear on the agenda.

  • The agreement to create the website will be recorded on the sheet open to the company in the Mercantile Registry and will be published in the BORME, whose publication will be free.

It is important to note that until the website is published in the BORME, the insertions made by the company in it will not have effects against third parties.

In conclusion, the statutory regulation of the corporate website “ab initio” is advisable, from the incorporation of the company; and in the event that this has not been done, the subsequent inclusion of the agreement, since this provision does not entail a cost for society and does allow savings in the future. (Photo: Google images)


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