LAS TRABAS DE LA LOE PARA LIQUIDAR UNA «PROMOTORA».

Abstract

In order for the winding-up and liquidation of a property development company to be entered in the Mercantile Registry of Spain, section 20.2 of the Building Planning Act (BPA) sets a number of requirements that are, in practice, impossible to meet and whose compliance it is impossible to prove. Since public and official registration authorities are ruled out as creditable sources of the required information, the only plausible, possible means of proof is a subjective, unilateral statement given by the company itself. The mercantile registrar is informed of the development schemes the company has run and the status of deadlines for the lapse of liability and guarantees in all development schemes the company has run by means of a certificate issued by the company itself, and the registrar must accept this unilateral, subjective statement as true, because there is no other means of showing proof of compliance with the requirements set by law for registration. Unless the BPA is amended, if a registrar is not shown proof of compliance with the requirements, the registrar must refuse to register the fact that a company has been wound up, even if the judicial authorities have asked the registrar to do so. Any person with an interest ought to be able to consult the proposed certificate, so that the function of user and consumer guarantee could be fulfilled.