Corporate websites for corporate enterprises
In keeping with the European Union’s policy of simplifying corporate enterprises law, various aspects of Spanish legislation have undergone substantial changes, including shareholders’ meeting calls, elimination of the need to announce certain bylaw amendments, deposit of the annual financial statements or the legal regime applicable to liquidation. One such example are the provisions governing concerning corporate websites under the Corporate Enterprises Law, following the amendment to Law 1/2012, which until that time were only regulated by the provisions in place for listed companies.
What type of enterprise can have a corporate website? All corporate enterprises can create a corporate website.
Is a corporate website compulsory? No, except in the case of listed companies.
What governing bodies are competent to create websites? Competence to create a corporate website lies with the shareholders’ meeting, whereas the managing body is in charge of its transfer, amendment and elimination. Such decisions must be recorded on the company’s registration page at the Commercial Registry and published free of charge in the Official Gazette of the Spanish Commercial Registry.
What instrument is needed to record the corporate website on the Company’s page at the Registry? If the corporate website is indicated in the bylaws (like the registered office) it should be recorded under a public deed; otherwise, a certificate of the shareholder’s resolution is sufficient.
What is the use of a corporate website from a corporate standpoint? The website is a way in which the company can fulfill its information obligations, and do away with publications on paper (Official Gazette of the Spanish Commercial Registry and newspapers).
Who is responsible for the functioning of the corporate website? The company must guarantee the security of the corporate website, the authenticity of the documents published and the possibility of free access, downloading and printing. It is up to the company to prove that documents have been inserted and the date.
Directors have a legal duty to ensure that what is included on the website remains there for the statutory period. They are jointly and severally liable with the company for damages caused to shareholders, creditors, employees and third parties due to the temporary interruption of access to the corporate website.
How can this liability be reduced? Outsourcing the service to third-party providers or having in-house systems to access the server housing the corporate website. Content certification systems can also be used by means of timestamping which reliably evidences any uploading onto the website, content and the publication period.
Is this really an improvement for corporate enterprises? It depends on each company. For sole-shareholder companies, family companies or those with very few shareholders the advantages do not appear to outweigh the costs (investment in security and certification systems) or risks (liability, exposing corporate information to the public, unless filters or special access systems are installed that complicate functioning). However, for companies with a large number of shareholders, who also already have an informative or commercial website, the cost of a corporate website can be worth it, as well as giving shareholders easier access to information. Although a corporate website involves greater responsibility than an informative website it is important to remember that these too have to meet certain security and data protection requirements.