It is the notarial document by means of which a company formalizes the decision of its partners to terminate and/or appoint a new administrator, for the purpose of registering such change within the administrative body in the Commercial Registry, so that all its effects can be fully deployed.
This is a merely informative and non-binding estimate. This estimate is calculated based on two criteria: 1) our knowledge of the Notarial Tariff and 2) our daily experience in the preparation of this type of notarial document. (Royal Decree 1426/1989, November 17, 1989). and 2) our daily experience in the preparation of this type of notarial document. However, any variation (upward or downward) will be duly justified at the time of issuing the final invoice for the notarial service rendered.
As is well known, capital companies (and specifically, as far as we are concerned, limited liability companies and corporations) are legal instruments that allow two or more persons to create an entity with its own legal personality through the pooling of money, assets or means of production, the purpose of which will be the development of an economic activity determined by risk and chance, all of which is aimed at obtaining a profit or benefit.
The development of this productive, economic or commercial activity, as is obvious, will require management or leadership, since, as has just been indicated, capital companies are human creations that lack substantivity on their own, so that they require people to take control of them in order to make the most appropriate decisions, all in the interest of achieving the objective of profit or benefit in the activity being developed.
Therefore, the persons who legally assume this responsibility are called administrators, who, in accordance with Article 209 of the Capital Companies Act, are responsible for the management and representation of the company, in accordance with the terms established by law.
In practice, the company's directors will be the persons in charge of managing the company on a day-to-day basis, making commercial decisions (what products or services should be designed, produced and marketed, how the company's products or services should be positioned, what the company's marketing and communication policy should be, etc.), financial (determining the company's financing needs, managing the company's asset and liability products and cash flows, etc.) and in the area of human capital management (hiring personnel, talent management, employee training, leaving the company, etc.), all in the interest of maximizing the company's resources and achieving more favorable results.
In view of the transcendental importance of the position and the functions performed by the administrative body of a capital company, we will now try to develop the main characteristics of the regulations that govern it, for which it will be necessary to refer to the provisions of Title VI of the Royal Legislative Decree 1/2010, of July 2, in which the legislator has developed the main characteristics that make up this corporate body, such as its composition, appointment, competences, duration of the position, termination or resignation, remuneration, as well as the duties and responsibilities of those who exercise this transcendental task.
In this task, which is so transcendental for the future of the company, beyond the people who at any given time carry out this responsibility, the design and structure adopted by the administrative body at any given time is undoubtedly of great importance, since depending on its structure, strategic decision-making for the company will take place in one way or another.
Of all the possibilities that the legal system has provided for, in accordance with Article 210 of the Capital Companies Law, the administration thereof may be entrusted to a sole administrator, to several administrators acting jointly or severally or to a board of directors, and it should also be indicated that:
As can be seen, each of these systems has its obvious advantages and disadvantages:
<ejemplo>“Por ejemplo, es evidente que con un administrador único la sociedad podrá adoptar decisiones de un modo mucho más rápido y ágil, mientras que cuando se trate de un consejo de administración la adopción de las decisiones será mucho más compleja, aunque estas pueden llegar a ser más acertadas debido a que han sido adoptadas con el concurso de la experiencia y conocimientos de una pluralidad de personas”.<ejemplo>
As is logical, capital companies, in the course of their development, depending on the economic cycle, their economic-financial situation, the evolution of their turnover or the needs of reorientation of their activity, may need different ways of organizing their administration, Thus, in order to modify the management body provided for in the articles of association, it will be necessary to execute the corresponding deed of amendment of the articles of association (see section on this type of deed), in which the shareholders agree to organize the company with one type of body or another, among the different options offered by the law described above, in order to adapt their needs to the reality of the company.
In the case of opting for a sole administrator or two joint administrators, this implies that any one of them may perform, on its own, and without the need for the authorization of the other, all the acts corresponding to the administrative body. On the other hand, if two joint administrators are appointed, they must act jointly to carry out any act that corresponds to them.
Thus, as can be observed, if a system of two joint and several administrators is chosen, it makes the daily management of the company more agile, since any of them can carry out all kinds of acts, contracts and transactions on behalf of the company. On the contrary, as a negative aspect, it is necessary to indicate that, if any of them can act independently, the risk is that any of them can carry out an undue and harmful act for the company without the other administrator being able to do anything to prevent it.
On the contrary, if a joint administration system is chosen, in this case the management is more complex, since in order to carry out any procedure, contract or act, the concurrence and authorization of the two administrators will be required, but, on the other hand, it provides greater security to the body, since no procedure or contract can be carried out without the approval of the two administrators, which would avoid malicious actions by one of them.
Thus, as can be seen, there is no perfect management system, but one or the other should be chosen depending on the specific characteristics of the company and its particular circumstances and needs.
Of all the ways in which the administrative body of a capital company can be structured, the administrative body is undoubtedly the most complex of them all, which, in practice, is usually used by larger companies to govern their administration.
As regards its nature, first of all, the reader should be very clear that it is a collegiate body, the composition of which (Article 242 of the Capital Companies Act) will be formed by a minimum of three members. The number of members of the board of directors or the minimum and maximum (which in the case of limited liability companies may not exceed twelve) will be determined by the company's bylaws, and in the latter case it will be up to the shareholders' meeting to determine the specific number of members to be appointed in each case.
The members of the board of directors shall be elected by the general meeting of shareholders, i.e. by the owners of the company, taking into account the proportional representation system provided for in Article 243 of the Capital Companies Act, which seeks to ensure that all shareholders can effectively participate in the election of members of the board of directors who are to their liking.
As for its organization and operation (Article 245 of the Capital Companies Act), this will be determined by the provisions of the bylaws (rules for convening and incorporation, as well as the manner of deliberating and adopting resolutions) in the case of limited liability companies, while in the case of corporations, if the bylaws do not provide otherwise, it will be the board of directors itself that appoints its chairman, regulates its operation and may even accept the resignation of its directors.
In any case, the Board of Directors must meet at least once a quarter.
As regards the convening of the meeting (Article 246 of the Capital Companies Law), as a general rule, this will be the responsibility of the chairman, and for the board to be validly constituted, the number of directors stipulated in the bylaws (provided that they represent at least the majority of the members) must be present or represented in the case of limited liability companies, while in the case of corporations, the majority of the members must be present.
The body, once it has been validly constituted, shall adopt its decisions by the majorities provided for in the bylaws, except that in the case of a corporation, resolutions must be adopted by an absolute majority of the directors attending the meeting (Article 249 of the Capital Companies Act).
Finally, it is necessary to mention that the discussions and resolutions of the board of directors will be kept in a minutes book, which will be signed by the chairman and the secretary (Article 250 of the Capital Companies Act).
Regarding boards of directors, in addition to all the information provided in the preceding question, it is interesting to note that, in order to make the body more agile, the legislator has provided for the possibility of delegating powers of the board to some of its members (article 249 of the Capital Companies Act) through the figure of the chief executive officer or executive committees. Through these bodies, the board will cede to them the powers it deems appropriate so that they can exercise them with greater agility and speed, taking into account the following:
Pursuant to Article 160 of the Capital Companies Act, the General Shareholders' Meeting is responsible for deliberating and agreeing, among other matters, on the appointment and removal of directors.
Thus, it will be up to the shareholders owning the capital stock, i.e. the owners of the company, to decide which specific persons will assume the responsibility of managing the company, forming part of or taking control of its administrative body in order to assume the management of the company in all the commercial, financial and human capital management aspects mentioned above.
Such resolution must be adopted at a duly called general meeting, separately to resolve on the appointment, ratification, re-election or removal of each director (Article 197 bis of the Capital Companies Act) by a majority of the votes validly cast (provided that they represent at least one third of the votes corresponding to the shares and that the bylaws do not establish a reinforced majority for this resolution) in the case of limited liability companies (Articles 198 and 200 of the Capital Companies Act). (Articles 198 and 200 of the Capital Companies Act) or by a simple majority of the votes of the shareholders present or represented at the meeting in the case of public limited companies (Article 201 of the Capital Companies Act).
Pursuant to Article 212 of the Capital Companies Act, the company's directors may be individuals or legal entities. Thus, the legislator has allowed that this important responsibility can be exercised directly by individuals who assume, for example, the position of sole director, or in an interposed manner, through the appointment of another legal entity (which may be Spanish or even foreign), which, in turn, must appoint an individual representative for the permanent exercise of the functions of the position (Article 212 bis of the Capital Companies Act).
Likewise, by virtue of the aforementioned article, unless otherwise provided in the bylaws, in order to be appointed director, it is not necessary to be a shareholder.
In any case, the corporate regulations establish in Article 213 of the Capital Companies Act a series of prohibitions for the exercise of the position of director of the company, such as:
As indicated above, pursuant to Article 209 of the Capital Companies Law, the directors are responsible for the management and representation of the Company, in accordance with the terms established by law.
In practice, the company's directors will be the persons in charge of managing the company on a day-to-day basis, making commercial decisions (what products or services should be designed, produced and marketed, how the company's products or services should be positioned, what the company's marketing and communication policy should be, etc.), financial (determining the company's financing needs, managing the company's asset and liability products and cash flows, etc.) and in the area of human capital management (hiring personnel, talent management, employee training, leaving the company, etc.), all in the interest of maximizing the company's resources and achieving more favorable results.
It is also necessary to take into account that in accordance with Articles 233 to 235 of the Capital Companies Law, the directors will be responsible for representing the company, in the manner determined by the bylaws, which will extend to all acts included in the corporate purpose defined in the bylaws, and it should also be taken into account that any limitation of the directors' representative powers, even if registered in the Mercantile Registry, will be ineffective against third parties.
In any case, and as a complement to what has already been said, it is necessary for the reader to bear in mind that:
The legislator, aware of the transcendental work to be undertaken by the directors of capital companies, has considered it appropriate to set out clearly and unequivocally the main duties of the members of the administrative body in the exercise of their functions. Thus, among others, they must perform their work with scrupulous respect for the following duties:
Firstly, by virtue of the general duty of diligence (Article 225 of the Capital Companies Act), the directors must perform their duties and comply with the duties imposed by law and the bylaws with the diligence of an orderly businessman, taking into account the nature of the position and the functions attributed to each of them.
Therefore, the directors shall have the appropriate dedication and shall adopt the necessary measures for the proper management and control of the company, having the right to obtain from the company the appropriate and necessary information for the fulfillment of their obligations.
In the exercise of their duties, the directors must take discretionary decisions in making strategic and business decisions, in which it shall be understood that the standard of diligence of an orderly businessman has been met when the director has acted in good faith, without personal interest in the matter being decided, with sufficient information and in accordance with an appropriate decision-making procedure (Article 226 of the Capital Companies Act).
Secondly, a duty of loyalty is imposed on the directors (Articles 227 and 228 of the Capital Companies Law), so that they must perform their duties with the loyalty of a faithful representative, acting in good faith and in the best interests of the company.
The following obligations, among others, derive from this duty of loyalty:
Thus, in order to avoid these situations of conflicts of interest, the law (Article 229 of the Capital Companies Act) compels the directors to refrain from:
In any case, all these duties shall be mandatory, and any provisions in the bylaws that limit them or are contrary to them shall not be valid (Article 230 of the Capital Companies Act), and it should be borne in mind that their infringement shall determine not only the obligation to compensate the damage caused to the corporate assets, but also the obligation to return to the company the unjust enrichment obtained by the director (Article 227.2 of the Capital Companies Act).
In order to ensure the proper performance of the duties of the office of director, as well as compliance with all the duties imposed on them described above, the law establishes a liability regime for the members of the administrative body (Articles 236 et seq. of the Capital Companies Law), by virtue of which the directors are liable to the company, to the shareholders and to the company's creditors for the damage caused by their acts or omissions contrary to the law or the bylaws, or for those carried out in breach of the duties inherent in the performance of the office, provided that there has been fraud or negligence.
In this regard, it is necessary to take into account the harshness of the regime, since:
In any case, in order to enforce this liability requirement, it will be necessary to file the corresponding corporate action for liability before the courts of justice, subject to the prior resolution of the general meeting, with the exception of the individual action for liability that may correspond to the shareholders and third parties for acts of the administrators that directly harm their interests.
As already indicated, the power to appoint the directors corresponds to the general meeting (Articles 160 and 214 of the Capital Companies Law), by means of the corresponding resolution of said body.
Once appointed, they must accept the position, a formality that may be carried out before the general meeting itself (which will be duly recorded in the minutes of the meeting) or before the notary public before whom the corresponding deed is executed. This is relevant since the appointment of the administrators will take effect from the moment of their acceptance (Article 214 of the Capital Companies Act), and such acceptance cannot be made prior to the date of the appointment (Article 141 of the Mercantile Registry Regulations).
Once the appointment and acceptance of office have been made, in accordance with Article 215 of the Capital Companies Act, they must be submitted for registration with the Mercantile Registry, stating the identity of those appointed and, in relation to the directors who have been appointed to represent the company, whether they can act alone or whether they need to act jointly. In any case, the aforementioned article establishes that the presentation for registration must be made within ten days from the date of acceptance.
With regard to the registrable instrument that must be filed with the Commercial Registry in order to register this appointment, it is necessary to take into account that by virtue of Article 142 of the Commercial Registry Regulations, the registration of the appointment of directors may be made:
Of these two options, it is undoubtedly recommended that interested parties opt for options in which the notary is directly involved in the appointment in question, since this way society is assured that the entire process is supervised and monitored by an impartial and independent public official who is a legal professional, who will ensure compliance with the law and legal certainty.
The law allows the appointment of alternate directors in the event that the appointed directors resign for any reason. This is set forth in Article 216 of the Corporate Enterprises Act, which establishes that, unless otherwise provided in the bylaws, alternate directors may be appointed in the event that one or more of them cease to be directors for any reason.
The appointment and acceptance of the alternates as directors shall be recorded in the Mercantile Registry once the previous incumbent has ceased to hold office and, in any case, if the bylaws establish a specific term of office of the director, the appointment of the alternate shall be deemed to have been made for the period pending to be served by the person whose vacancy is to be filled.
With regard to the remuneration of directors, the legislator, in Article 217 of the Capital Companies Act, starts from the principle of gratuity, by virtue of which the exercise of the office of director shall be free of charge unless the bylaws establish otherwise, determining the remuneration system.
Logically, however, it seems obvious that in most companies it will be necessary to establish a remuneration system for their directors, since in most cases no one will accept the performance of this responsibility without receiving an economic consideration in return.
In relation to the same, the law establishes in the aforementioned article that the remuneration system designed in the bylaws must determine the concept or concepts of remuneration to be received by the directors, which may consist of, among others, a fixed allowance, attendance fees, profit sharing, variable remuneration with general reference indicators or parameters, remuneration in shares or linked to their evolution, severance indemnities (provided that the termination was not motivated by a breach of the director's duties) and such savings and welfare systems as may be deemed appropriate.
Whichever system is chosen, the maximum amount of the annual remuneration of all the directors must be approved by the general meeting and shall remain in force until its modification is approved, and it shall be up to said body to determine the remuneration corresponding to each director, while, in the absence of an agreement in this respect, it shall be up to the directors to agree on said allocation.
In any case, the remuneration of the directors shall in any case be in reasonable proportion to the importance of the company, its economic situation at any given time and the market standards of comparable companies. Likewise, the remuneration system established must be aimed at promoting the long-term profitability and sustainability of the company and incorporate the necessary precautions to avoid excessive risk-taking and the rewarding of unfavorable results.
As particular issues of specific systems, it is also necessary to mention that in the case of remuneration through profit sharing (Article 218 of the Capital Companies Act) the bylaws shall specifically determine the share or the maximum percentage thereof and, in the latter case, the general meeting shall determine, for each year, the percentage applicable within the maximum established, which shall be determined by the general meeting:
In the case of remuneration linked to the company's shares (Article 219 of the Capital Companies Act), including the delivery of shares, stock options or remuneration linked to the value of the shares, in the specific case of corporations, this system must be specifically provided for in the bylaws and its application will require a resolution of the general meeting of shareholders, which must include the maximum number of shares that may be assigned each year to this remuneration system, the prior exercise date or the system for calculating the exercise price of stock options, the value of the shares, if any, taken as a reference, and the term of the plan.
Pursuant to Article 221 of the Capital Companies Law, the directors of the limited liability company shall hold office for an indefinite term, unless the bylaws establish a specific term, in which case they may be re-elected one or more times for periods of equal duration.
On the other hand, the directors of the corporation shall hold office for the term established in the bylaws, which may not exceed six years and must be the same for all of them. In this case, the directors may also be reelected for the position one or more times, for periods of the same maximum duration.
In any case, at the end of the period for which the directors were appointed, in order to prevent their office from becoming vacant, the legislator has provided for an expiration period (Article 222 of the Corporate Enterprises Act), by virtue of which the appointment of the directors will expire when, once the term has expired, a general meeting has been held or the term for holding the meeting that is to decide on the approval of the previous year's accounts has elapsed. With this provision, the law tries to prevent the company from being left in a situation of misgovernance, keeping the administrators in office until a new general meeting can or must be held at which the shareholders have the opportunity to renew the company's administrative body.
As mentioned above, the dismissal of the directors is a perfectly possible option, the competence of which will correspond to the general meeting (Article 160 of the Capital Companies Act).
Article 223 of the Capital Companies Act establishes that directors may be removed from their position at any time by the general meeting, even if the removal is not included in the agenda.
Likewise, in limited liability companies, the bylaws may require for the resolution of separation a reinforced majority that may not exceed two thirds of the votes corresponding to the shares into which the capital stock is divided.
Likewise, as special cases of dismissal of directors of corporations (article 224 of the Capital Companies Act), it is necessary to take into account that:
In all these cases, once the removal of the directors has been agreed, it will be registered in the Commercial Registry (Articles 147 and 148 of the Commercial Registry Regulations) by means of the presentation of the corresponding registrable title (which again may be a certification of the resolution of the general meeting with notarized signatures, notarized testimony of the minutes of the meeting, an authorized copy of the notarized minutes of the meeting or by means of the appropriate deed of termination of office).
The assumption of the position of director of a capital company is, in fact, an entirely free and voluntary act of the person who performs it. In the same way, any director, at the moment that he no longer wishes to continue holding his position, may present his formal resignation in order to cease to exercise this responsibility.
From a legal point of view (Article 147 of the Mercantile Registry Regulations), in order for the member of the administrative body to be able to make his resignation effective, he must draw up a written resignation letter and notify the company in a reliable manner or, failing that, by means of the certification of the minutes of the General Meeting or of the Board of Directors, with the signatures notarized, in which the presentation of said resignation is recorded. Both documents, in which it will be necessary to state the date on which the resignation takes place, will allow the registration of the resignation in the Mercantile Registry.
In many occasions, it is a controversial or doubtful question for the companies who has the powers to appear before a Notary Public to grant the corresponding deed of cessation and/or appointment of positions. We will try to answer this question below so that those interested in this kind of documents have a clear idea of who and how to proceed according to the type of agreement and the body issuing it:
Pursuant to Article 108 of the Mercantile Registry Regulations, regarding the persons empowered to notarize, the notarization of corporate resolutions adopted by the General or Special Meeting or by a collegiate administrative body, corresponds to the person empowered to certify them, which, by virtue of Article 109 of the aforementioned regulations, shall correspond, in relation to the minutes and resolutions of the collegiate bodies of mercantile companies:
In all these cases, it will be necessary that the persons issuing the certification have their position in force at the time of issuance, since in order to register the agreements contained in the certification, the position of the certifier must have been registered, previously or simultaneously.
And, in any case, as a formal matter, it will also be necessary to take into account that agreements that do not appear in approved and signed minutes or in notarized minutes may not be certified.
The decisions of the sole shareholder, recorded in the minutes under his signature or that of his representative, may be executed and formalized by the shareholder himself or by the directors of the company.
It may also be carried out by any of the members of the administrative body with a valid appointment and registered in the Mercantile Registry, when they have been expressly empowered to do so in the corporate deed or in the meeting in which the resolutions have been adopted.
This situation will happen in this case in the majority of occasions, since the elevation to public of the agreement of cessation and appointment of positions and the certificate of the corresponding agreement will be carried out by the new appointed administrator, whose position is not yet registered in the Mercantile Registry.
Therefore, in these cases it is necessary to know that, in accordance with Article 111 of the Regulations of the Mercantile Registry, regarding certifications issued by a non-registered person, the certification of the resolution appointing the holder of an office with certifying power, when issued by the appointed person, will only be effective if it is accompanied by reliable notification of the appointment to the previous holder, with registered office, at the domicile of the latter according to the Registry.
Thus, it will be possible to notarize corporate resolutions by means of a certificate issued by an unregistered person, provided that such person has been appointed as holder of a position with certifying power (for example, sole or joint administrator of the company), and such circumstance has been reliably notified to the person who previously held such position, which was registered at that time.
This notification shall be completed and shall be deemed to have been made in any of the ways set forth in Article 202 of the Notarial Regulations, i.e., by sending the writ by certified mail with notice of receipt or by direct delivery by the Notary Public himself to the addressee.
In these cases, the Registrar will not register the certified agreements until fifteen days have elapsed from the date of the filing entry, within which time the previous holder may oppose the registration of the entry, if he justifies having filed a criminal complaint for falsity in the certification or if he otherwise proves the lack of authenticity of the said appointment. In this extreme case, if the filing of the complaint is accredited, this circumstance shall be recorded in the margin of the last entry, which shall be cancelled once the same has been resolved, without such filing preventing the recording of the certified agreements.
Notwithstanding, all that has been said so far about the need to notify the previous owner, this will not be necessary when the consent of the previous owner to the content of the certification is accredited, by means of his signature legitimated in said certification or in a separate document, nor when the judicial declaration of absence or death, incapacitation or death of the previous owner is duly accredited.
Likewise, if applicable, proof of this communication can also be accredited if the former administrator who was removed attends the notary's office when the deed of termination and appointment of positions is executed, for the purpose of recording that he/she is notified of his/her removal from the position he/she previously held.
In order to execute a deed of termination and/or appointment of administrators, it will simply be necessary to contact the notary's office (by calling the contact telephone number of the notary's office or at the e-mail address mercantil@jesusbenavides.es) and make an appointment on the day and time most convenient for the grantors.
On the agreed date and time, the grantors must simply go to the notary's office with the necessary documentation (see section on necessary documentation) to sign the corresponding deed, which will be drafted based on the minimum legal content required and the forecasts and needs of the clients in question.
In any case, if the interested parties need assistance in relation to the models of certificates resulting in the adoption of the corporate resolutions necessary for the terminations and/or appointments in question, they may contact the notary's office for assistance and advice in this regard.
If the interested party so wishes, he may be given a certified true copy of the deed of termination and appointment of officers on the same day of the signing, but in such case, he must go to the Commercial Registry to register it, as this is a necessary step, as indicated above.
Of course, if so desired, it is possible to entrust this management to the notary's office itself, which will telematically send the deed to the Commercial Registry in order to obtain its registration.
Once this has already taken place, the authentic copy of the deed will be delivered to the grantors, which will be much more useful, since from that moment on the document will be able to have all its effects.
Both administrators (both the dismissed or outgoing administrator and the new or incoming administrator) must go to the notary's office with their National Identity Card. In the event that any of them is a foreigner, he/she must present to the notary his/her original and valid passport. In addition, the NIE must be presented together with the mentioned passport.
However, if the dismissed administrator does not appear in the notary's office to the granting of the deed, it will be necessary to proceed to the personal notification of its cessation or, in its case, a writing of the dismissed administrator must be provided to the notary, with its notarized signature, according to the same one is considered notified of its cessation to the effects of article 111 of the Regulation of the Mercantile Registry.
It is essential to provide the certification of the resolution of the general meeting or of the decision of the sole shareholder resulting in the dismissal and/or appointment of the administrator, issued by the competent body. The notary's office can advise and assist in the preparation or preparation of this type of certificate at no additional cost.
The relevant documentation relating to the company within which the change of director is intended to be made must be submitted to the notary. For this purpose, the authentic copy of the deed of incorporation of the company must be provided, as well as any subsequent deed modifying the corporate bylaws (such as, for example, change of corporate name, change of registered office, etc.). And, of course, the deed where the appointment of the dismissed administrator appears (if it is different from the deed of incorporation). Nevertheless, from the notary's office we can access telematically to the Mercantile Registry where the company is registered to verify part of the above mentioned documentation and to corroborate the data that are in force at the moment of granting the deed of cessation and/or appointment of administrator.
Practically every time someone goes to sign at a notary's office on behalf of a company, it is mandatory to identify at that moment, before the notary, which partners (even if not present) within the company hold more than 25% of the capital stock of the company at that moment. In order to carry out such identification, the Law obliges to exhibit the authentic copy of the corresponding notarial act called "Act of beneficial ownership".
Now then, in case of forgetting to provide this document or not finding it, from the notary's office itself it is possible to verify telematically on a common database, before which notary the same one was granted and to solve this oversight. In the event of not having the said deed drawn up and signed, or having it out of date because the percentages of the capital stock among the partners have changed, the notary's office itself will prepare the said deed for you at the moment.
