The General Directorate for Legal Security and Public Faith has issued on 12 November and 22 October 2020 two similar resolutions by which they approve that a Shareholder’s General Meeting can be called by only one of the two joint directors when the intent is to change the directorship structure from a joint directorship to a sole directorship since the second joint director had passed away.
Both resolutions confirm that upon the demise of a joint director, the surviving joint director may call a general meeting with the purpose of changing the directorship structure provided that the general requirements for calling a general meeting are met.
The 12 November resolution differs in the other in that the directorship was not admitted to registration at the Companies’ Registry given the lack of previous annual accounts filing; however, although not being registered until the latter issue is solved, the appointing of the new directorship is effective since the office is accepted by the director.