The Directorate General for Registers and Notaries (DGRN) on a 19 June 2019 resolves an appeal against a Companies’ registrar decision to not register a shareholders’ decision.

The appealing company agreed to transform its company from a public limited company to a limited company by reducing the share capital in order to offset losses.

The Companies’ registrar states that the last approved balance sheet shows a negative company’s net worth which contradicts the statement made in the capital reduction deed where it states that the company’s net worth is sufficient to cover the agreed share capital.

The DGRN accepts the company’s reasoning in that the registrar was not considering as part of the assets of the company the participating loans which had been included in the deed and verified by the auditors and according to several DGRN resolutions they should be considered, in company transformation cases, as part of the company’s assets and not liabilities.