Decision of the Supervisory Authority of the Commercial Register of the Canton of Geneva concerning the registration of the reduction of share capital

Facts

On 23 June 2005, at their ordinary general meeting, the shareholders of Company C. SA decided to reduce the company's capital from CHF 13,950,000 to CHF 4,068,750. A council of twenty-three minority shareholders, including [A.] and Association B., who had refused the capital reduction, opposed the registration of this amendment in the commercial register. Despite this opposition, the Commercial Register Officer proceeded with the registration on 6 December 2005 without having granted the opponents a deadline to obtain a provisional order, as provided for in Art. 32(2) of the Ordinance on the Commercial Register (CRO).

[A.] and the Association appealed against this decision to the Cantonal Supervisory Authority of the Commercial Register, which rejected their appeal. They then filed a civil law appeal with the FSCA.

Considerations

The FSCA dismissed the appeal. Although the Officer acted in breach of the rules of good faith by proceeding with the registration without granting the opponents the deadline provided for in Art. 32(2) CRO, this procedural irregularity does not justify the cancellation of the registration. Indeed,…