Understanding Business Registry: Publicity and Legal Effects
Business Registry: Publicity and Legal Effects
3. Once the entries at the Business Registry are performed, their essential data shall be notified to the Central Registry, in the Journal of which they shall be published.
4. The maximum term to classify and register shall be fifteen days from the date of the presentation entry.
5. If the classification of the titles referred to in the preceding section is not performed within the term stated, the party concerned may demand action from the Registrar.
6. The classification performed out of term by the incumbent Registrar shall give rise to a tariff reduction of 30 per cent.
7. If the Registrar were to issue a total or partial negative classification, the party concerned may appeal to the Directorate General of Registries and Notarial Offices.
How are Registered Records Known by Third Parties?
The Business Registry is public. This publicity shall be made effective by:
- Certification of the content of the entries issued by the Registrars. The certification shall be the only means to provide authentic accreditation of the content of the entries at the Registry.
- Simple informative note or copy of the entries and the documents deposited at the Registry.
- Telematic publicity of the content of the Business Registries and Registries of Moveable Assets shall be performed according to the principles set forth in the law.
The Business Registry as a Tool of Publicity
The Commercial Register is an important element of advertising, which is widely used in traffic, by special effects arising from the same that benefit both the employer himself as a third party interested in hiring him.
Accuracy of Information and Legal Presumption
Assumed to be exact (Article 20). The content of the Registry is assumed to be exact and valid. The entries of the Registry are under the safekeeping of the Courts and shall take their effects while no registration of judicial declaration of their inexactness or nullity is registered. Registration does not endorse acts or contracts that are null pursuant to the Laws. The statement of inexactness or nullity shall not affect the rights of third parties in good faith, legally acquired.
Opposability to Third Parties
Acts subject to registration may only be opposed with regard to third parties in good faith from their publication in the Official Journal of the Business Registry. This shall be notwithstanding the actual effects of the registration.
Acts may not be opposed with regard to third parties who prove they were not able to know of them.
In the case of:
- Operations performed within the 15 days following publication,
- Acts registered and published
Third parties in good faith may invoke the publication if it is favorable to them.
In the event of the content of the publication and the content of the registration not matching, those who have caused the discrepancy shall be obliged to compensate the party damaged.
Good faith by the third party is assumed while his knowledge of the act subject to registration and not published or the discrepancy between the publication and registration is not proven.
Effectiveness of Registration
In certain cases, due to their transcendence, the legislature is keen to ensure the Registration occurs for the event to give the corresponding registration publicity, and therefore provides another level of effectiveness of the registration for the act, so that the very validity of the act depends on registration, so it will not fall off legal effects so far. In these cases, which are exceptional, registration becomes an essential procedural requirement.