The Ministry of the Presidency, Justice, and Relations with the Courts has resolved a tense standoff between the Mercantile Registry of Las Palmas and a minority shareholder of the bankrupt Grupo Santana Cazorla, ruling in favor of the appellant and allowing the registration of a director's dismissal despite the opposition of the Chairman of the General Meeting and the initial lack of authorization from the Bankruptcy Administration. The decision by the Directorate General for Legal Security and Public Finances (DGSJFP) compels the Mercantile Registry of Las Palmas to register the dismissal, validating the corporate will expressed by the majority of shareholders at the meeting and limiting the scope of the Bankruptcy Administrator's intervention to purely corporate matters.
The resolution of July 28, 2025, published to the parties at the end of last October, from the General Directorate of Legal Security and Public Faith (DGSJFP), which Maspalomas24H has already accessed, cancels the qualification note of the acting Mercantile Registrar I of Las Palmas, José Antonio Utrera-Molina Gómez, who had refused to register the cessation of the entity '947 MSC Inversión Internacional, SL' as administrator of the company in bankruptcy proceedings.
The conflict originated in the notarized minutes of the general meeting of Grupo Santana Cazorla, SL, held on February 20, 2025. Although the proposal to remove director number 947 obtained a favorable majority of 51,0764% of the share capital compared to 48,9235% against, the chairman of the meeting (representing the removed director) refused to formally approve the resolution. The chairman justified his refusal by citing the lack of prior authorization from the Insolvency Administrator, based on Article 127.3 of the Consolidated Text of the Insolvency Law, which requires such authorization for resolutions that may have "direct relevance to the insolvency proceedings."
The Mercantile Registrar of Las Palmas supported this position, requiring two requirements for registration: The consent/authorization of the bankruptcy administrator and the formal declaration of the president of the board proclaiming the result of the vote (art. 102.1.4.ª of the RRM).
The DGSJFP (Directorate General for Legal Security and Public Function) dismissed both objections raised by the registrar, relying on established case law and a court decision. The Directorate confirmed that the role of the Chairman of the Board is merely declaratory, not constitutive. If the notarized certificate attests that the required statutory majority was reached (in this case, 51,0764% compared to the minimum one-third required), the agreement is automatically adopted. They cited legal doctrine stating that "the fact that the Chairman did not announce the result of the vote does not imply that the agreement was not approved." Furthermore, the Chairman's refusal was deemed "entirely self-serving" given his representation of the party whose position had been terminated.
The DGSJFP and the appellant argued that the dismissal or appointment of a board member has no "patrimonial content" nor "direct relevance" to the bankruptcy estate. Crucially, the appeal submitted a ruling dated June 7, 2024, from Commercial Court No. 2 of Las Palmas (which is handling the Grupo Santana Cazorla bankruptcy proceedings) in a previous incident. That ruling had already dismissed precautionary measures requested by the previous bankruptcy administrator to annul appointment agreements, considering that the change in the board of directors does not have a direct and immediate impact on the bankruptcy proceedings, since the bankruptcy administrator already has other mechanisms (Article 1119.1 of the Spanish Bankruptcy Law) to supervise acts with patrimonial significance.
