Characteristics of the Universal Board Meeting of the Spanish LLC

The general meetings of limited liability companies can be ordinary or extraordinary.

The ordinary general meeting must be held within the first six months of each year to approve the management, accounts of the previous year, and the distribution of profits. This meeting is validly held even if called late or held later than in the time period stipulated.

The extraordinary general meeting involves all matters not previously mentioned.

Universal Board Meeting

The Universal Board Meeting is a mechanism that responds to the need to accelerate decisions within companies with few members where the formal requirements of notice of the General Meetings are often unnecessary and overly rigid.

A board meeting is universal once it is validly formed to consider any matter without prior notice as long as members owning the entire share capital are present or the entire share capital is represented and these members unanimously agree to hold the Meeting (Article 178 of the Corporations Act).

The distinct feature of the Universal General Board Meeting lies in its ability to maintain validity in formation and agreements adopted even if the notice requirements have not been fulfilled.

The presence of all members and the unanimity requirement regarding holding the Meeting ensures respect for the members’ rights of attendance, information, and voting.

Ninety percent of the agreements that are registered in the Commercial Registries are established from this type of meeting.

According to the Commercial Doctrine and the Directorate General of Registries and Notaries (DGRN), the following list includes necessary characteristics of a Universal Board Meeting.

  • The Universal Board Meeting must not be a convened one
  • The Universal Board Meeting requires the personal presence or representation of all members who represent the entire share capital of the limited liability company
  • All members must agree to the holding of the Meeting
  • There must be agreements of the points of the Meeting’s agenda
  • The Universal Board Meeting may entertain any kind of issue
  • It may be held anywhere nationally or internationally
  • Once the Universal Board Meeting is validly formed, the agreements do not have to be unanimous. Likewise, there may be votes against propositions and even challenging of agreements
  • Once the Universal Board Meeting is validly formed, some of the members may be absent as long as there remain sufficient members present to satisfy a quorum. The absence of any of the members prohibits the adding of further points to the agenda
  • The agenda may either increase or decrease in points discussed as long as all members remain present at the Meeting and agree. Once the Universal Board Meeting is validly formed, a member may not after the conclusion of the Meeting ask to delete or add any item to the agenda. A member may only vote against a proposition, cast a blank vote, abstain, or be absent
  • The record shall include the identity and signature of members who attended the Meeting for subsequent registration of the Meeting agreements in the Registry
  • The registration of the resolutions in the Registry shall express that the board meeting is universal
  • The location of the Meeting must be specified to give context to the agreements adopted

This article is not considered as legal advice

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