General Meetings’ Regulation for Capital Companies in Spain

Since the 1st September 2010 section 4ª of title 1 of Book II of the Commercial Code (related to partnerships limited by shares), the law of Public Limited Companies, the law of Limited Liability companies and title X of the law of Stock Markets in respect of publically listed companies has been repealed.

The Primary Statement of Intent which precedes the TRLSC explains how the aim to force the Cortes Generales to regularize, clarify and harmonize the aforementioned legal texts has been achieved. Nevertheless, in spite of the intention to clarify, in a plausible manner, the issues of interpretation raised in the legal texts and the harmonization which abolishes the legal divergences, success has also been achieved in extending or generalizing the solutions giving a legal form to the other objective of TRLSC, that is, establishing something new which in some cases has been able to surpass the legal mandate.

Points of interest regarding the General Meeting

In the Title V of the new law for Capital Companies regarding the regulation of the General Meetings it is important to note that new or changed criteria have been implemented in respect of the legislation which has been adapted (Laws of PLC Companies and of Limited Liability Companies) by the new law of Capital Companies.

In this manner, the norms previously only seen by one type of company, have been extended to apply to all capital companies.

We can highlight some of the new principals as follows:

  • The extension to limited liability companies of classes of meetings (Ordinary and Extraordinary)
  • The application to public limited companies of the regime of the judicial call previously seen by limited liability companies, the systemic enumeration for public limited companies in matters of group competency which was previously only seen by the companies with limited liability
  • The obligation on the part of the administrators of limited liability companies (only previously seen expressly by the public limited companies), to attend at general meetings.

This article is not considered as legal advice