Universal Board Meetings in the Spanish Company

The Universal Meeting is a mechanism to accelerate decisions within companies with few members and in which the formal requirements for notice of the General Meeting are often unnecessary and overly rigid.

What occurs in Universal Meetings?

The uniqueness of the Universal General Board Meeting lies in its ability to maintain validity in the formation and adopted agreements even if the notice requirements have not been fulfilled according to the Capital Companies Act and its statutes. This is true as long as all the members are present or represented and unanimously agree to hold the meeting (Article 178 of the Capital Companies Act). The rules regarding the form of notice intend to protect members’ rights of attendance, information, and voting. The rules are not necessary and are entirely disregarded in the case of the universal meeting because the presence of all members and the required unanimous agreement regarding the holding of the meeting ensures respect for the members’ rights of attendance, information, and voting.

Universal Board Meetings make up 90% of the agreements entered into the Commercial Registry.

According to the general commercial doctrine and the Directorate General of Registries and Notaries (DGRN), the following list includes the 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 shared capital of the company
  • All members must agree to hold the Meeting
  • All members must also agree to the Meeting’s agenda
  • The Universal Board Meeting may address any kind of issue
  • The Meeting may convene nationally or internationally
  • Once the Universal Board Meeting forms validly, the agreements do not have to be unanimous; there may be votes against propositions and even challenged arguments
  • Once the Meeting forms validly, some of the members may be absent as long as there remain sufficient members present to make valid agreements. If a member of the board is absent, further points to the agenda are not allowed
  • In line with the above, 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 forms validly, a member may not ask after the Meeting 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 must include the identity and signature of the members who attend the Meeting to register the agreements of the Meeting in the Commercial Registry
  • The certification issued for registering the agreements in the Commercial Registry must state that the Meeting is universal and that the record contains the name and signature of attendees who are members or representatives it of it
  • Similarly, the certification issued must specify the location of the Meeting, although the Meeting is valid regardless of location. According to the theses of the DGRN, the location of the meeting is still relevant because it is useful to interpret the agreements adopted. Therefore, the certification should include it, and the registration should reflect it

This article is not considered as legal advice

Mariscal Abogados

Mariscal Abogados is an international and multidisciplinary law firm with proven experience in diverse areas of the Law. Our working languages are English, German, French and Spanish. For any further enquiries please Contact us