The inclusion in the pact between Junts and the PSOE of the desire to favor the return of the registered office of the companies that transferred it as a result of the independence process of 2017 was a good sign. The situation of the thousands of companies that, having their headquarters of effective management and main center of activities in Catalonia, maintain their registered office in other parts of the Spanish territory is undesirable and their reversion must be one of the priorities of business policy. But trying to do it based on sanctions as Junts proposed last week is a serious mistake. And the error only reflects the internal contradiction of the group that promotes it between pragmatism and mythical story.
According to some, the transfer of the homes was promoted from Madrid to corner the Generalitat government in its secessionist attempt. Conspiracy theories even continue to spread that involve the King himself making calls to encourage him. Nothing is further from reality. The truth is that the only measure that was adopted in this regard was Royal Decree Law 15/2017, of October 6, which made it possible that, even without statutory provision, the board of directors could agree to change the address to another place in the country. Spanish territory without calling the general meeting of shareholders. CaixaBank needed this to paralyze the withdrawal of deposits that was bleeding its solvency, since according to its statutes and the legislation then in force, the board had to meet to agree on the transfer and that in a listed company requires time and preparation.
It was the tremendous legal uncertainty caused by the unilateral action of the Generalitat that caused this fear in depositors. From there, a movement that was not very rational occurred, as are all business panics, which led to the transfer of thousands of corporate addresses. The vast majority did not need the regulatory change, since being companies with a small number of partners, they could easily meet the board universally. Blaming the decree in question or Madrid's policies for the effect produced is, therefore, a serious diagnostic error that only sectarianism explains.
It is not in the Capital Companies Law or in the administrative legislation where we must look for the formula for return. What's more, a sanctioning policy could give rise to the opposite effect of consolidating the movements with effective transfers of management or production centers that would make the situation totally irreversible. The solution, on the contrary, is to restore the legal security that businessmen long for and this requires a great pact between the Catalan political parties, in which Junts and ERC must necessarily enter, guaranteeing that in no case will there be a unilateral breach of legality. current. If, in order to accept this, Junts asks to reverse the royal decree law as an iconic element to save its story, I don't see any inconvenience, but it will not have any effect. The key to achieving a return lies in once again providing a safe and predictable legal framework for companies.
