General meeting by video conference for limited partnerships in Spain

The Directorate General of Registries and Notaries (DGRN) in its Resolution, dated December 19, 2012, for the first time examined the use of remote means for both voting at general meetings and in the delegation in favor of a third party.  The Corporations Act does not prohibit the use of these means for limited liability companies in general meetings for attendance and voting of the members, as long as there is a record of it in some support, film, magnetic band, or computer.

The DGRN bases its conclusions on the following points:

  • Article 175 of the Corporations Law urges a physical location for general meetings where all members can personally attend. However, Article 182 of the same Law refers to public limited companies and also allows virtual attendance.
  • Article 182 of the Corporations Law admits the possibility of attendance via video conference where there exists a guarantee that the remote attendees have real-time notice of what occurs and the members can intervene.  This system allows for the possibility of member participation from other offices without the need for displacement.
  • Although Articles 182 and 189 of the Corporations Law refer only to public companies, this does not mean that the Corporations Law prohibits the use of these means of attendance and voting in limited liability companies.

This article is not considered as legal advice

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