La liquidación de sociedades de capital canceladas registralmente por finalización del concurso con bienes de escaso valor o de onerosa enajenación (Comentario de la Resolución de la Dirección General de Seguridad Jurídica y Fé Pública de 4 de octubre 2021)

Resumo

In a company that is the owner of assets of little value or whose realization supposes an excessive cost in terms of the product to be obtained, and that has been canceled in the registry due to the end of its insolvency, the reopening of the insolvency is not appropriate due to that existence of assets, since that they already existed during the process of insolvency, and the decision to conclude it was made knowing this circumstance. For the purposes of being able to carry out this liquidation the company retains lega! personality, and the removal of the bankruptcy administrator implies the reactivation of the powers of the administrative body to convene the general meeting that agrees on the dissolution of the company and the appointment of liquidators. The closing of the registration sheet must admit possible subsequent entries of appointment of liquidators and liquidation of the entity. This recognition of such a broad legal personality, as to be able to convene general meetings of dissolution and appointment of liquidators seems excessive, and it could have been a better solution to admit a unanimous or majority agreement of the partners about the adjudication of assets of little value.