Notice of Termination of a Foreign Domiciled Administrator and Certifying Authority

Article 111 of the Companies Register Regulations provides that the certification of the resolution appointing the holder of an office with certifying power, when issued by the appointee, shall only be effective if it is accompanied by reliable notification of the appointment to the previous holder, with registered office, at the latter’s address according to the Companies Register.

In this respect, the notification shall be deemed to have been complied with and shall be deemed to have been made in any of the forms specified in Article 202 of the Notarial Regulations.

In its decision of 19 March 2024, the Directorate General for Legal Certainty and Public Trust addressed the issue of how reliable notification should be carried out in cases where the addressee is domiciled abroad. In this decision it is stated that:

“The aforementioned notarial regulations are limited to regulating national or internal notifications. Therefore, with regard to the service of documents on persons with an address in another state, in the civil and commercial sphere, which constitutes international legal cooperation, the specific regulations must be applied: Regulation (EU) 2020/1784 of the European Parliament and of the Council of 25 November 2020 on the service in the Member States of judicial and extrajudicial documents in civil or commercial matters (“service of documents”) (recast version); Hague Convention of 15 November 1965 on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters; Law 29/2015 of 30 July 2015 on international legal cooperation in civil matters; this, depending on the competence and territorial scope concerned, without prejudice to other multilateral conventions, such as the Inter-American Convention on Letters Rogatory, done in Panama on 30 January 1975. ”

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