Today a new Royal Decree-Law comes into force, pending its already agreed validation, which aims at the mobility of legal operators in the national territory. The reading of the regulation is clear. It makes no secret of the fact that the aim is to facilitate the departure of companies from Catalonia.

Certainly, the systemic risk has forced the large banking entities, CaixaBank and Banco Sabadell, as well as some listed companies in the energy sector, as a spearhead, to leave the Catalan territory. These tough decisions in clearly rooted entities should make the Catalan authorities reflect on the unreasonableness of separatism and the rejection of economic operators, in defence of their employees, shareholders and clients. As a warning to navigators, a law of 2015 (law 9/2015, which amended article 285 of the Capital Companies Act), without much visibility, had allowed companies to transfer their registered office to any point of the national territory by a mere agreement of the Administrative body, provided that the Articles of Association did not say otherwise. Since then, the departure from Catalonia has been silent. The rule, as it was interpreted, fulfilled its function. The Ministry of Justice made a finalist and flexible interpretation, considering, from then on, that any provision in the Articles of Association that referred to the existing legal framework (even if it was another one, for example the transfer in the same locality, which constituted the previous dispositive law) should be interpreted in the sense of accepting the new regulation. There was also a clear consensus that if, after the entry into force, a company established a stricter reform when incorporating or amending its articles of association, for example, maintaining the transfer of the registered office in the locality, the favourable law could no longer be applied and a resolution of the shareholders at a general meeting, with the necessary majorities, was required to obtain the proposed change of registered office.

Therefore, in view of the information published as a summary of the Council of Ministers, the content of the rule adopted is surprising, because it is neither really a novelty nor does it deviate from the interpretation of the Ministry of Justice.

In my opinion, it is a reform that opens up an untimely debate. That of state competence over commercial law and particularly company law. An unnecessary debate at such a delicate time when it is conceived as a political instrument and not a tool to guarantee the free movement of companies. The guarantees were adequate in law 9/2015. Do not forget the responsibility of the administrative body in its decisions, in the civil and even criminal sphere and the notary, registry and judicial controls that must be overcome.

Perhaps the aim is precisely to make it more difficult to bring liability actions and to curb the future litigation to which the directors of large companies concerned may be exposed. The aim was therefore to send a message of political and state support. According to this, secessionism is, in addition to many reprehensible things that we share, economic bankruptcy due to the rejection of the main companies, in strategic sectors and small businesses such as those linked to food, spare parts or manufacturing, which will live in peace in other autonomous communities.

Today's reform, like that of 2015, raises serious doubts, in that it constitutes a certain ex lege expropriation of the voting rights of company owners. Let us be clear. It is not a question of simplifying the mechanism of the corporate bodies, but of removing the modification of the company's operating rules by decree-law from the debate of the shareholders and their free, consensual and majority decision. What will happen if, at the next general meeting, the shareholders reject the transfer by a majority and demand accountability from the management?

Despite the formalities, the agreements adopted up to now are governed by the 2015 law and in the notarised public deed for registration, it is highly recommended that it be included, as an element of publicity to third parties, in a very clear and precise manner.