• Estudio Alvarez Calderón

AGREEMENTS FOR THE REGISTRATION OF DECISIONS ADOPTED BY LEGAL PERSONS DURING THE STATE OF EMERGENCY

RESOLUTION OF THE DIRECTORATE N° 013-2020-SUNARP-DTR


AGREEMENT 1: SCOPE OF THE QUALIFICATION OF IN-HOUSE SESSIONS OF BODIES OF LEGAL PERSONS OR BODIES WITHOUT LEGAL PERSONALITY 1 DURING THE STATE OF EMERGENCY:

In the face-to-face sessions of bodies of legal persons or entities without legal personality held during the State of Emergency, restrictions on the exercise of constitutional rights relating to freedom of movement and assembly are not a matter of qualification, since their evaluation requires weighting under parameters of reasonableness and proportionality that are not typical of the registry function.

AGREEMENT 2: SCOPE OF THE QUALIFICATION OF NON-PRESENTIAL SESSIONS, WITHOUT EXPRESS REGULATION, OF BODIES OF LEGAL PERSONS OR BODIES WITHOUT LEGAL PERSONALITY DURING THE STATE OF EMERGENCY:

Regarding non-face-to-face sessions, without express regulation, of bodies of legal persons or entities without legal personality during the State of Emergency, it is only necessary to register the sessions without a call (assemblies, meetings, etc.) carried out on a universal basis, that is, those in which its members unanimously accept its celebration and the matters that it proposes to deal with.

AGREEMENT 3: SCOPE OF THE QUALIFICATION OF ARTICLE 21 A OF THE GENERAL LAW OF COMPANIES.

It is not the competence of the registration authorities to verify the means used to hold a non-face-to-face general meeting of shareholders, without prejudice to the fact that such information is recorded.

AGREEMENT 4: SCOPE OF THE QUALIFICATION OF NON-PRESENTIAL SESSIONS OF THE GENERAL ASSEMBLIES OF THE PRIMARY COOPERATIVES AND OF THE COOPERATIVE CENTRALS:

Pursuant to article 116 subsection 1 of the TUO of the General Cooperatives Law, the general assemblies of the primary cooperatives and of the cooperative centers were empowered to hold sessions in a remote manner within the framework of the provisions of article 21 A of the Law. General of Societies, additionally applicable rule for being compatible with the general principles of Cooperativism, even when its statute has not regulated it, until June 27, 2020; However, they are subsequently governed by the provisions first in the third final supplementary provision of Emergency Decree 075-2020, and then by the provisions of the first transitory supplementary provision of Law 31029.

AGREEMENT 5: SCOPE OF THE NON-PRESENTIAL SESSIONS OF THE BOARDS AND COMMITTEES OF THE SAVINGS AND CREDIT COOPERATIVES THAT ONLY OPERATE WITH THEIR PARTNERS AND ARE NOT AUTHORIZED TO COLLECT RESOURCES FROM THE PUBLIC OR OPERATE WITH THIRD PARTIES (COOPAC):

In accordance with the twenty-fourth Final and Complementary Provision of Law 26702, General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance, modified by Law 30822, numeral I, literal IV, the councils and committees of the savings and credit cooperatives that only operate with their members and that are not authorized to attract resources from the public or operate with third parties (COOPAC), were authorized to hold sessions in a non-face-to-face way, even when their statute has not regulated it, until on June 27, 2020; However, subsequently they are governed by the provisions first in the third final supplementary provision of Emergency Decree 075-2020, and then by the provisions of the first transitory supplementary provision of Law 31029.


AGREEMENT 6: SCOPE OF THE QUALIFICATION OF THE PERIOD OF FUNCTIONS OF THE BODIES OF LEGAL PERSONS OR BODIES WITHOUT LEGAL PERSONALITY AND ORIGIN OF THE EXTENSION DURING THE PERIOD OF THE STATE OF EMERGENCY:

The period of functions of the bodies of legal persons or entities without legal personality is defined according to what is indicated in the law or the statute.

Except for different regulations in the statute or in the law, the extension agreement adopted by the supreme body during the State of Emergency and until its culmination, is appropriate to ensure its validity in said circumstance.


AGREEMENT 7: SCOPE OF THE EXTENSION AGREEMENT OF THE UNIVERSITY GOVERNING BODIES NOT REGULATED IN THE STATUTE, PROVIDED FOR IN ARTICLE 6 OF LEGISLATIVE DECREE 1496:

Regarding the agreement to extend the governing bodies of the universities not regulated in the statute, article 6 of Legislative Decree 1496, published on May 10, 2020, effective as of May 11, 2020, must be interpreted in the sense following: a) The extension requires an agreement from the university assembly or the body that takes its place. b) The maximum extension agreed upon must be subject to the period of the "Health Emergency" 2 to guarantee its validity in said circumstance. c) The extension must be adopted before the expiration of the mandate


AGREEMENT 8: SCOPE OF ARTICLE 4 OF LAW 31029, WHICH REQUIRES THAT WHAT IS STATED IN THE THIRD PARAGRAPH OF ARTICLE 163 OF THE GENERAL LAW OF COMPANIES, ON CONTINUITY IN FUNCTIONS, EVEN IF THE PERIOD HAS COMPLETED, WHILE NO NEW ELECTION IS APPLIED TO COUNCILS AND COMMITTEES OF THE COOPERATIVE ORGANIZATIONS.

In accordance with article 4 of Law 31029, the councils and committees of cooperative organizations continue in office, even if their term has concluded, as long as there is no new election, provided that the expiration of the term of office has occurred from the beginning of the State of Emergency. The same rule applies to renewals by thirds of said bodies.


AGREEMENT 9: CRITERIA FOR ISSUING CERTIFICATES OF VALIDITY OF COOPERATIVE BODIES:

Given that according to article 16 subsection b) of the Regulation of the Registry Advertising Service approved by Resolution 281-2015-SUNARP / SN, the compendium certificates must include the necessary clarifications so as not to mislead the status of the registry item, the certificates of validity of the administrative or surveillance councils or of the committees of the cooperative organizations that, under the rule foreseen in the agreement 8, are in force, will be issued with the following indication:

"This certificate of validity is issued under the provisions of the third paragraph of article 163 of the General Law of Companies and article 4 of the Ley 31029.

AGREEMENT 10: CRITERIA FOR ISSUING CERTIFICATES OF VALIDITY OF JUDICIAL ADMINISTRATORS REGISTERED BY SUCCESSIVE TITLES THAT CONTAIN INCOMPATIBLE JUDICIAL MANDATES.

In the case of judicial administrators registered by virtue of successive titles that contain incompatible judicial orders, except for different information, a certificate of validity must be issued only to the judicial administrator registered in merit of the subsequent title, with the indication that there is another judicial administrator registered in merit of previous title.

(Diario El Peruano)

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