Notarial Deed of the General Shareholders’ Meeting in Spain

It is often unknown the right that corresponds to the partners of a company to request the presence of a Notary in the shareholders’ meeting to draw up notarized minutes of the meeting.

The notarial deed is a formal document that collects and validates the exact content of what happened during the shareholder’s meeting. It therefore fulfils the same evidentiary purpose as the ordinary minutes, with the added value that, being a public document, the facts stated therein remain under the faith of the notary.

Who can demand a notarial deed?

In accordance with article 203 of the Law on Capital Companies, the administrators may require the presence of a notary to record the minutes of the general meeting. They shall be obliged to do so, provided that 5 days prior to the date scheduled for the meeting, partners representing at least 1% in the case of public limited companies or 5% in the case of limited liability companies request it. In this case, the agreements will only be effective if recorded in a notarial deed.

The notarial deed will not be submitted for approval and shall be deemed to be the minutes of the meeting. The agreements contained therein may be executed as of the date of closure.

The notary’s fees shall be paid by the company.

Formal minutes of the Meeting

The Notary requested by the administrators to attend the Meeting and draw up the minutes, will judge the capacity of the applicant and, except in the case of Universal Board Meetings, will verify whether the meeting has been called with the legal and statutory requirements, denying it otherwise.

Once the request accepted, the Notary will appear at the place, date and time indicated in the announcement and will attest to:

• The identity of the Chairman and Secretary
• The Chairman’s declaration that the Meeting has been validly constituted and the number of members with voting rights attending
• No reservations or protests regarding the previous statements of the Chaiman have been formulated by the members. Otherwise, the content of these reservations or protests shall be formulated
• The proposals submitted to vote and the agreements adopted
• Demonstrations of opposition to the agreements and other interventions.

The diligence relating to the meeting, issued by the Notary in the act itself or, subsequently, does not need approval, nor does it need to be signed by the Chairman and the Secretary of the Meeting. The notarial deed shall be deemed to be the minutes of the Meeting and, as such, shall be transcribed in the Company’s Minute Book.

In practice, the notarial deed is useful in order to provide a reliable record of what actually happened at the general meeting. In short, the notarial deed is a very useful resource to use whenever there is a conflict between the partners of a commercial company.

For further information regarding shareholders’ meetings in Spain,