ICONOS FINALES-TRAZADOS

A partner has requested a notary for the meeting

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What consequences does it have if the administrator does not attend to this request?

A partner has requested a notary for the meeting

An administrator of an SL, after calling a meeting of partners, received the request from a partner for a notary to attend the meeting to draw up a notarial record. However, the administrator ignored the request and the meeting was held without the presence of the notary.

Well, first of all, it must be taken into account that the law allows any partner (or several jointly) who have at least 5% of the share capital (1% in SA) to request the presence of a notary at the meeting to draw up a notarial record of the meeting. In this regard:

  • It must be requested five days in advance of the date of the meeting. Therefore, if this requirement is met (along with having the corresponding percentage of share capital), the administrator cannot refuse or ignore the partner's request.
  • Although the law does not require any formal requirement, it is advisable that the request be sent through some means that provides proof of its sending and receipt.

But what happens if the administrator ignores or opposes the request and the meeting is held without a notary? Well, in that case, the law establishes that the agreements adopted in the meeting will be null and ineffective.

Therefore, if one of the partners (the one who made the request or any other) legally challenges these agreements and the request was made within the legally established period, it is highly likely that the court will rule in favor of the requesting partner(s).

On the other hand, if the administrator claims that he did not collect the burofax in time (and therefore became aware of the notary request after the meeting), this argument may not be taken into account by the courts: if the partner proves that he met the legal requirements when making the request, the agreements will be automatically null if the meeting was held without a notary, so the administrator's conduct will be irrelevant.

 

Our professionals will advise and assist you with all legal matters related to your role as an administrator or your rights as a partner.

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