What do we mean by corporate website?
We must start from the basis that corporate websites are not aimed at the sale of products, but instead serve to provide information about the fact that the company comply with shareholders rights of information and participation and facilitates the fulfilment of their duties and corporate and contractual obligations. Therefore, we are looking at a website but with certain specialities, since it has its own specific system and, additionally, it should be created as a result of a corporate agreement where it is clear that it is a website with these characteristics.
The legal requirements that these websites must comply with are set out in articles 11 bis, 11 ter and 11 quater of the Capital Companies Act.
Who has the power to create and modify the corporate website?
In order to determine who is competent to create the website, we must look at the provisions of article 11 bis LSC, by virtue of which, the General Meeting will be responsible for adopting such a decision.
Likewise, to carry out any type of modification, transfer or deletion, the power falls to the Board of Directors, unless otherwise stipulated.
All agreements related to the creation and modification of the corporate website must be recorded in the company’s record in the Commercial Registry and will be published free of charge in the BORME. Therefore, until the corporate website is registered in the BORME, its insertions will have no effect.
What is the use of the corporate website?
Using the corporate website, it is possible to comply with information obligations to partners, creditors and third parties of the company, without the need for paper publications (BORME and newspapers) with the resulting costs and thus reinforcing the delicate links between managers and partners.
What happens to electronic communications between the company and partners?
Communications between the company and the partners, including the calling of meetings, submission of documents, requests and information, may be done electronically, provided that such communications have been accepted by the partner. The company will enable, through the corporate website itself, the corresponding contact device with the company that will allow proof of indisputable date of receipt, as well as the content of the electronic messages exchanged between the company and partners.
If the bylaws do not address the issue of the form of the Meeting once the web page is created, can it be used for that purpose?
In the event that the bylaws do not contain any provision on the manner in which the meetings are called, the supplementary legal system in effect at the time of the call will be applicable and, therefore, the corporate website may be used for that purpose.
What happens when the statutes expressly provide the classic systems as a means of calling the Board (bureaufax, certified mail etc.)?
From what is contained in the RDGRN dated February 11, 2013, it appears that if there is a special form of summons in the company bylaws, it would not be possible to include on the company’s record the agreement of the general meeting to create a website, if the bylaws are not modified in the point related to the form of the callings.
The bylaws, as an organic norm that regulates the life of the company, without prejudice to its undoubted contractual aspect, and although they are not true objective right, have an aspect of internal Law of the company and, therefore, are set as a rule that have to respect the administrators and partners, without prejudice to their possible modification by majority agreement. Therefore, only summons that comply with the system that has been voluntarily adopted in the bylaws will be valid and effective. Allowing the callings made by other means, such as the company’s website, “would suppose to leave the form of the callings to the discretion of the administrators, undermining the right of the partner to know in what form he/he should expect to be called”.
For all these reasons, if the Meeting is to be called using an announcement on the corporate website, it will be necessary to modify said statutory provision.
Is there an obligation to include the general conditions on the corporate website?
The general conditions provide the basic framework for regulating the relationships established between the company and its customers/suppliers/collaborators, together with the particular conditions that, if any, are agreed upon, will form the body that governs each of the relationships established between the company and each client/supplier/collaborator, these and those (particular conditions and general conditions) must be applied and interpreted jointly and systematically.
According to the current legislation, there is no obligation to include the general conditions on the corporate website, although we consider it is highly advisable since it makes it easier for different contracts to be sent to them, taking advantage of the website with this additional function.