Calling a general meeting on behalf of minority shareholders in Spain

According to the Corporations Act in Spain, General Meetings of commercial companies, both ordinary and extraordinary, should be convened by the directors on the dates determined by law or the company’s bylaws.

However, when one or more minority shareholders representing at least 5% of the share capital request the convening of a general meeting, the directors of the company will be required to call and hold it within two months from the date in that they were legally advised to convene it.

The agenda of the meeting should be as requested by the minority shareholders. However, the directors may seek clarification on the issues under discussion.

Finally, in the event that a shareholder holds 5% or more of the share capital of the company, they will be able to request documentation of the company’s accounts for consideration. This examination will be held at the registered office of the company and accompanied by an accountant, but the directors are obliged to deliver a copy. If the request of the minority shareholders is not addressed, they may insist on a judicial convening of the meeting.

This article is not considered as legal advice

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