Blockade of the general meeting and judicial dissolution of the company
The blockade of the general meeting due to the existence of two blocks of facing partners, each with 50% of the capital, is cause for judicial dissolution, when it is an insurmountable situation.
The cause of dissolution of the society consisting in the paralysis of the social organs (LSC art.363.1.d) affects the general meeting, the supreme deliberating body and the conformer of the social will, rather than the administrative body, since the blockade This may be resolved by ceasing the current administrator and appointing another, to others or by agreeing to a different administration system.
The structural blockade of society motivated by the confrontation of the two joint partners is an appreciable circumstance regardless of whether the company is still in operation. In this case, the existence of two opposing blocks, each with 50% of the capital, has prevented the adoption of any agreement at the different meetings held since 2013. Therefore, the defendant company has closed the registration form. We believe that the situation of confrontation has been unequivocally revealed and is insurmountable.
In this context of insurmountable conflict and social paralysis it is not necessary, to estimate the dissolution legal action, to prosecute the cause of the confrontation and to determine responsibilities. It is enough to verify the objective situation of paralysis of a social body so that the cause of dissolution exists and must proceed in the manner established in art. 366 LCS (on judicial dissolution). In this situation, the partner (or any other interested party) who wishes to promote the dissolution of the company, is not obliged to previously require the administrators to convene together for this purpose, but may request directly from the commercial judge to agree on the dissolution of society.