Expiration and standing to dispute corporate resolutions in Spain

With the aim of providing concrete standing to dispute corporate resolutions, the reform of the Corporations Act tries to delimit this power only to shareholders.

The law also imposes a minimum percentage of total capital that the shareholder must hold in order to dispute the agreement. In the case of non-listed companies, it is 1% of the capital and 0.1% of the capital in listed companies.

However, a shareholder whose participation does not reach these figures will be able to go to court so the company can compensate them for any damages caused.

The action to dispute a corporate resolution will expire in a period of one year, unless the agreement is contrary to the law, in which case the action will not be barred. This period will be calculated from the date of the adoption of the agreement, if it was adopted at the shareholder’s meeting or at the meeting of the board of administrators, or from the date of the receipt of the copy of minutes if the agreement was adopted in writing.

Who is entitled to dispute corporate resolutions?

  • Any of the administrators
  • Third parties having a legitimate interest
  • Shareholders who acquired such status before the adoption of the agreement

In the case of resolutions that are contrary to public order, the shareholder is entitled to dispute a resolution, even if the shareholder had acquired this status after the agreement.

Dispute actions must be directed against a company.

This article is not considered as legal advice

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