How to call for a shareholders’ general meeting in Spain?

How to make the call

Generally, a call for a general meeting is done by publishing an announcement on the company’s website — if such exists – and registering and publishing the announcement in the form established by the Capital Companies Law. Otherwise, the announcement must be published in the Official Gazette of the Trade Register and in one of the most printed newspapers of the locality of the business’s registered address.

Moreover, the Company’s bylaws may provide that this announcement be done by an individual and written communication, by an appropriate means to guarantee the receipt of the announcement, to the attention of each shareholder at their own domicile, which appears in the company documents.

Finally, the company’s bylaws can provide additional mechanisms of publicity or impose an electronic alert system to shareholders.

What should be the content of the call notice?

The call notice must at least indicate:

  • The name of the company
  • The date and hour of the meeting
  • The agenda (agenda items of the meeting: to approve the administrator’s management, accounts of the previous year, appropriation of earnings)
  • The position of the person calling the meeting.

Between the notice and date of the meeting, there must be a minimum period of one month for public limited companies and 15 days for limited liability companies. In any case, it is recommended to confirm the period provided by law.

Can a second call be made?

Only public limited companies can make a second call in the event that the first meeting cannot take place, with a minimum period of 24 hours between each call.

Only one announcement can be made for a limited liability company.

The agreements adopted by the General Meeting of the Shareholders must appear in the Minutes Book of the company.

This article is not considered as legal advice

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