FAQs

Is it possible to replace the physical presence of all partners in the company's domicile by the remote assistance of a partner through a secure videoconferencing system?

Yes, article 182 of the Spanish Capital Corporations Law allows the telematic assistance of the members to the corporate meetings.

In this sense, the Resolution of December 19, 2012 of the General Directorate of Registries and Notaries “Dirección General de los Registros y del Notariado “(BOE No. 22 of January 25, 2013), considers valid the statutory clause that makes attendance at the Meeting by means telematic, including videoconferencing, provided that the identity of the subject is duly guaranteed, expressing in the convocation, the deadlines, forms and ways of exercising the rights of the partners, which allow the orderly development of the meeting, and, the administrators must therefore determine that the interventions and proposals of agreements of those who intend to intervene by telematic means, be referred to the company prior to the moment of constitution of the meeting.

Is it legally valid for a member to vote through the Councilbox platform?

Yes, article 189 of the Spanish Capital Corporations Law determines that “in accordance with what is provided in the Bylaws, the vote of the proposals on points included in the agenda of any kind of General Meeting may be delegated or exercised by the shareholder through postal correspondence, electronic or any other means of remote communication, provided that the identity of the subject exercising his right to vote is duly guaranteed “

Is it legally valid for a member to delegate their vote through the Councilbox platform?

Yes, article 183.2 of the Spanish Capital Corporations Law determines for the delegation of the vote that “representation must be conferred in writing, but unless it is recorded in a public document, it must be special for each Meeting”. In a literal interpretation, it could be understood “in writing” as a letter, document or any manuscript, typed or printed paper.

In accordance with the provisions of the Resolution of December 19, 2012 of the General Directorate of Registries and Notaries, it must be understood that the mention made by the law that “the representation must be in writing” does not exclude another form of record and proof that the representation has been granted, such as secure telematic means, provided that it is recorded on computer support for further proof as occurs with the Councilbox platform

Can the messages managed through the Councilbox platform be considered reliable communications in the Spanish jurisdiction?

Yes, the jurisprudence has indicated that the “reliable notification” of the content of a declaration of will does not require the actual knowledge of the same by the notified, but simply the making available of such knowledge, independently of the fact that for his own voluntary reasons the notified does not read or instruct the notified act, as it happens in notifications by burofax that, being addressed to the correct address, the notified does not pick it up, despite an official notice being left by the postal service.

See Sentence of the Provincial Court of Las Palmas and the Supreme Court dated June 25, 2004 and December 9, 1997

In view of the jurisprudence referenced above, it can be concluded that messages managed through the Councilbox platform can be considered reliable communications in Spain to the extent that they materially arrive at their destination (mailbox of an email address) and the interested party can take cognizance of the message without the concurrence of impediments that obstruct it (email address not managed by the addressee), regardless of whether for voluntary reasons the recipient does not read  it (deletion)

See sentence TS (Supreme Court) Room 1st Civil case “Evicertia”

Can the CBXDATA proof generated by the Councilbox system be used as a proof that a communication has actually occurred and be adopted in a legal procedure?

Yes, the CBXDATA proof can be used in a trial to prove that a communication has been produced effectively. In addition, the Councilbox system records may complement such evidence in case the authenticity of the CBXDATA test is impugned.

The functionalities that the communications issued by Councilbox have at a technical level, allow the generation of sufficient evidence, susceptible to be provided in court and that in accordance with the jurisprudence and applicable legislation, will have probative value, whose only possible contestation is to demonstrate that in a concrete assumption there has been manipulation or falsity. The date on which the communications were made and the communication channel through which they were made is accredited. Under Article 326 of the Civil Procedure Act (Ley de Enjuiciamiento Civil), “private documents will make full evidence in the process as long as their authenticity is not impugned by the party they harm” and can prove that they have been manipulated.

So that the supporting evidence is not considered unilateral or of a party, it is necessary that they are generated by trusted third parties (trust service providers according to the EU Regulation 910/2014 eIDAS), that have a neutral position and not related to the parties, so that they generate and safeguard the electronic evidence that undoubtedly demonstrates that the communications have taken place, guarding the content, the data of the parties, date and time of the same during 5 years, that is why Councilbox guarantees total impartiality, since it has a trustworthy service provider of recognized prestige and registered in the relevant registers according to Regulation UE 910/2014 to carry out this task.

See legal basis 2nd of the judicial decision issued by the Court of First Instance No. 12 of A Coruña, in relation to the Confirmsign communication system.

Could any of the parties in the communication argue that they have not sent/received the message/communication?

No, the parties cannot object that they have not sent/received the message/communication due to the notices sent and the tickets that confirm the reading, download and responses generated and saved by the Councilbox system, in particular when the special digital certificate module is activated for the sender and the receiver.

Is the document guarded by the Councilbox system together with the issuance of the CBXDATA evidence at a later date a valid proof to accredit before a Court or any administrative authority that the communication has actually been made; that a specific message has been sent to a recipient and that it has been received in its entirety by this recipient at a certain date?

Yes, the document that is guarded by the Councilbox platform together with the CBXDATA is a valid proof before Courts and Spanish administrative authorities to certify the sending (from an email) and the making available (to another mail) of a communication to a recipient. The complete reception of the communication, in the sense of taking knowledge of the content thereof, will depend on the will of the recipient to click on the link to view the content of the communication.
Likewise, the Law of Civil Procedure regulates within the articles 382 and ss; the means of proof, the reproduction of the word, the sound and the image and of the instruments that allow archiving and knowing relevant data to the process, such as computer files.

Is the ticket of sent email generated by the Councilbox system sufficient to demonstrate non-repudiation, that is, if once the ticket has been generated, it would not be possible for the sender of the message to deny that said shipment has already occurred?

Yes, this ticket provides a proof principle to demonstrate non-repudiation by the sender of the message and that the sender cannot deny sending the message.

Does the Councilbox system comply with the requirements so that, in the event that the recipient of your message rejects it, it can be proven that the message has been received and rejected, that is, that the recipient has been able to access the message but chose not to do it?

Yes, the Councilbox system, in particular by sending notices to the recipient and the generation of tracking tickets, allows us to prove that a message has actually been received (in the mailbox of an e-mail) and rejected by the recipient.

Is the signing of the minutes legally valid through the Councilbox platform?

Yes, in accordance with article 3.4 of the Electronic Signature Law, a principle of equivalence of the legal value between the electronic signature and the manuscript one is established.

Source.- Resolution of December 19, 2012, of the General Directorate of Registries and Notaries. BOE of January 25, 2013 nº 22. “

Is the presentation both in person and telematics in the Commercial Register or other public records of the minutes generated and signed on the Councilbox platform?

Yes, the electronically signed document with electronic signature guarantees the authenticity not only of its authorship (authentically identifying the author of the same), but also the integrity of its content.

Source.- Resolution of December 19, 2012, of the General Directorate of Registries and Notaries. BOE of January 25, 2013 nº 22. “