The causes of mandatory dissolution operate due to the occurrence of some event that forces the dissolution but not automatically, but rather requires the agreement of the Board. Articles 365 and following establish mechanisms to achieve this agreement.
These causes of mandatory dissolution are the following:
- Due to the cessation of the activity or activities that constitute the corporate purpose.
- Conclusion of the company that constitutes the corporate purpose.
- Manifest impossibility of carrying out the corporate purpose.
- Paralysis of corporate bodies that make it impossible for the company to function.
- As a result of losses.
- Due to reduction of the capital stock below the legal minimum, which is not a consequence of compliance with a law.
- Because the nominal value of the non-voting shares exceeds half of the paid-up capital and the proportion is not reestablished within 2 years.
- For any other cause established in the statutes.
On the other hand, we must take into account the measures established in articles 365 to 367 of the LSC, which seek the effectiveness of the mandatory causes of dissolution by entrusting the administrators:
- The convocation of the Meeting within two months of the General Meeting.
- The petition for judicial dissolution if the agreement is not reached within two months.
- In the event of non-compliance with these obligations, the joint and several liability of the administrators on social debts that arise from the moment they are incurred
in the cause of dissolution.
If you need more information and advice about the dissolution of a company, at Llorca Abogados we will be happy to help you.