Corporate Deadlock and Powers of Attorney: When the Commercial Registry Refuses to Register Revocation

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If your company has several joint administrators and one of them has granted powers of attorney in their own favor or to a third party, revoking that power unilaterally is not as straightforward as it seems. The Resolution of July 8, 2026 from the General Directorate of Legal Security and Public Faith makes this clear: the Commercial Registry will not register the cancellation if it is not demonstrated that the deadlock is real and that ordinary joint action is not possible.

The specific case involved a company with three joint administrators: one from group A and two from group B. An administrator from group B attempted to unilaterally revoke powers of attorney that had been granted to the attorney-in-fact themselves. The commercial registrar in Zaragoza suspended the registration because the position of the third joint administrator was not on record, making it impossible to prove the impossibility of ordinary action.

What does this resolution establish?

The resolution clarifies the registry requirements that must be met to register the unilateral revocation of powers of attorney in situations of conflict between joint administrators. It is based on the doctrine of STS 362/2021, which exceptionally allows this unilateral revocation, but only when two cumulative conditions are met:

The critical element that determined the suspension in Zaragoza was the existence of a third joint administrator whose position was not on record. If that third party could act jointly with the revoking administrator, there was no proven deadlock and therefore unilateral revocation was not appropriate.

The resolution thus reinforces the principle that the exception in STS 362/2021 is not a free pass to avoid joint action: it is an emergency exit that requires rigorous documentary justification before the Registry.

Economic and operational impact

The practical consequences of an unregistered power of attorney revocation are immediate and can be very costly:

• The power of attorney remains valid in the registry even if it has been revoked in fact, allowing the attorney-in-fact to continue acting on behalf of the company toward third parties in good faith.
• Contracts signed by the attorney-in-fact after the failed revocation may be binding on the company.
• Banking, real estate, or commercial operations carried out under the unregistered power create liability for the company.
• Litigation costs: if the conflict is not resolved at the registry level, judicial proceedings are the alternative, with their associated costs and timelines.
• Operational paralysis: while the power remains valid, the company may see its management capacity compromised.

In companies with deadlocked plural management bodies, each day that passes without resolving the registry situation is a day of exposure to unwanted legal acts performed by the attorney-in-fact.

Who does it affect?

• Capital companies (LLC, SA) with joint administration arrangements, especially those with three or more administrators.
• Majority and minority shareholders in conflict seeking to neutralize powers of attorney granted to the other party.
• Legal advisors and notaries processing power of attorney revocations in contexts of corporate disputes.
• CFOs and financial directors of business groups with plural administration structures in subsidiaries.
• Commercial registrars who must qualify these operations according to the new criteria.
• Family businesses with conflicts between family branches holding joint administration positions.

Practical example

A limited liability company has three joint administrators: Ana (group A) and Carlos and David (group B). During a period of corporate conflict, Carlos granted broad powers of attorney in his own favor to act on behalf of the company. Subsequently, David attempts to unilaterally revoke those powers before the Commercial Registry.

The registrar suspends the registration because Ana's position is not on record (the third joint administrator). If Ana could act jointly with David to revoke Carlos's powers through the ordinary process, there is no proven deadlock and unilateral revocation is not appropriate according to the doctrine of STS 362/2021.

For the revocation to succeed, David would have to document that Ana refuses to act, is incapacitated, or that for any other reason ordinary joint action is materially impossible. Without that proof, Carlos's power remains valid in the Registry and Carlos can continue acting toward third parties.

What should companies do now?

1. Audit all powers of attorney registered with the Commercial Registry of all group companies with joint administration. Identify if any power was granted by an administrator in their own favor.
2. Document the position of all joint administrators before attempting any unilateral revocation. If there are three or more administrators, each one's position must be explicitly recorded.
3. Prove real deadlock with reliable documentation: minutes of failed meetings, formal communications, express refusals to act jointly. Without this proof, the Registry will reject the registration.
4. Consider judicial proceedings if deadlock is total and cannot be proven at the registry level. Challenging resolutions or requesting the appointment of a judicial administrator are alternatives to consider.
5. Review corporate bylaws to verify whether the joint administration regime allows individual actions in cases of urgency or conflict, and whether it is advisable to modify it preventively.
6. Consult with a corporate law specialist before initiating any revocation procedure in conflict contexts, to avoid registry suspensions that prolong exposure to risk.

Official source

Consult complete regulation at official source

Notice: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://www.boe.es/diario_boe/txt.php?id=BOE-A-2026-22052