Deeds of Iriarte Grupo Lanzarote S.A

A public deed says few things, but it says them with notarial faith: who, what and when. This one says that Apolozan entered the company on 16 May 2012. The funding application designating him administrator is from the 15th (A.1).

What the deed fixes

• Date: 16 May 2012 — one day after the GAUZATU application was filed.
• Object: sale of 80% of the shares of Iriarte Grupo Lanzarote S.A.
• Parties: Cándido Iriarte Berroeta sells; Constantin-Claudiu Apolozan and Luis-Fernando Carcedo Sedano buy.
• Nature: it is the only documented title connecting Apolozan to the company.

Authorised copy of the deed of sale of shares of the company Iriarte Grupo Lanzarote, Sociedad Anónima […] On 16 May 2012.
— Front page of the deed, protocol no. 701, year 2012

What the deed does not say — and is recorded in other documents

The status of the transferred company does not appear in the title, but it does in the registers: the inscription at the Commercial Registry of Bizkaia was suspended and was not effected until 6 September 2012 (A.3); the share capital of 60,000 euros declared in the transaction is not proven; and the company carried debts. The file documentation also records the set of representations under which the purchase was closed: that the project already had a favourable audit from the Basque Government and more than five million euros approved.

The procedural use of the title

The Bilbao Prosecutor's Office attributed to Apolozan control of the company "from 16/05/2012" on the basis of this deed (A.11). The title, however, fixes two limits the attribution does not overcome: it does not reach the 15th — the date of the application, signed by others —, and a sale of shares does not confer management over a company whose registry inscription remained suspended; the office of administrator is only predicable from the September inscription (A.3) and the name change of the 14th (A.1).

Is there an ordinary explanation?

Buying shares of a company is a lawful and everyday act; being a buyer does not turn one into the manager of what was done before one's entry. To sustain management from May, another document would be needed — a power of attorney, a contract, a signature — and that document does not exist: the Administration itself required it on 11 June 2012 with no result (A.4).

How to verify it

Open the deed and read the front page: parties, object and date. Compare the 16th with the 15th of the application (A.1). The order of those two days is the order of the whole case.

Contrast with the original file

The original deeds of the share purchase are in Bilbao Original (DOC-0159), together with the bank receipts of the actual transfers (DOC-0160). The dates of those documents — purchase on 16-5-2012, registry inscription on 6-9-2012 — are the waterline of the criminal complaint (DOC-0172).