Preliminary Reports to the General Meeting of Shareholders in Spain

The shareholders of a limited liability company can, either in writing before the general board meeting or verbally during the meeting, request reports or clarifications that they deem necessary regarding matters included in the agenda of the day.

The shareholders of a limited liability corporation can request, either in writing before the general board meeting or verbally during the meeting, reports or clarifications that they deem necessary regarding matters included in the agenda of the day. The law does not define what “reports or clarifications” must be available to a shareholder. In case of a conflict, courts must decide.

The administrative body must provide the requested information, either verbally or in writing, according to the time and the nature of the information requested. The exception is for cases where, in the opinion of the administrative body, the publication of the information would harm the public interest.

The administration cannot refuse to provide the information when the shareholders support the request. These shareholders together represent at least 25% of the shared capital.

The Corporate Enterprises Act (La Ley de Sociedades de Capital) requires that the notice of the meeting express that “after the general meeting has convened, any shareholder may apply to the company to obtain — immediately and cost-free — the documents required for submission to the general meeting for approval, and, as appropriate, reports from management and the auditor.”

In the case of a public limited company, shareholders may also request from the administrators (regarding the matters discussed in the agenda of the day) information and clarifications that they consider necessary. Alternatively, shareholders may submit in writing the questions they consider pertinent up to seven days before the meeting. The administrators must provide the information in writing by the time of the general meeting.

During the general meeting, the shareholders of the company may verbally request information or clarifications that they consider important to the matters discussed in the agenda. If it is not possible to satisfy the right of the shareholder at that moment, the administrators must provide the information in writing within seven days after the conclusion of the meeting.

  • The administrators must provide the requested information except when, in the opinion of the president, the publication of the requested information would harm the public interest.
  • The administrators cannot deny the request for the information when the shareholders who support it represent at least 25% of the shared capital. The by-laws may set a lower percentage as long as it is higher than 5% of the shared capital.

This article is not considered as legal advice

Business Law in Spain

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