Representation of Shareholders at General Meetings in Spain

The Spanish Companies Law states that the shareholders of a limited company may be represented at general meetings by their spouse, an ancestor or a descendant; by any another shareholder of the company; or by any person holding a general power of attorney that empowers them to manage all the assets that the shareholder owns on national territory.

Shareholders of an S.L. company may be represented by the following parties:

• By their spouse, an ancestor or a descendant, or by another shareholder. In this case, the representation may be granted:
  • By means of a private document, if the representation is specific for that meeting. The document would require the signature to be authenticated, in order to guarantee that the representation has been authorized by the appropriate party.
  • Alternatively, by means of a public document (notarized public instrument), being able to grant the representation for that meeting or in general for all the meetings of the company.

• By a person that holds a general power of attorney granted by means of a public document with authority to manage all the assets that the represented party holds on national territory.
  • By a person that holds a general power of attorney granted by means of a public document (notarized public instrument) without any specific conditions.
  • By a person that holds a general power of attorney granted by means of a public document (notarized public instrument) with authority to manage all the assets that the represented party holds on national territory, but limiting such to a particular day (the day on which the meeting is to be held) or limiting use of such to the company’s general meeting.

• By a third party other than those previously mentioned.

The law states that the Articles of Association may authorize representation by means of other parties.

The Supreme Court, in a sentence dated 15th April 2014, pointed out that the provision in the company’s Articles of Association whereby a shareholder is authorized to delegate the authority to attend a general meeting to a proxy is valid, even though the designated party may not fall within those provided for in the Spanish Companies Law.

In this respect, the Supreme Court states that if the law provides for the fact that the Articles of Association may authorize representation by means of other parties, it means that representation may be granted to somebody that, while not being another shareholder or a close relative, does not hold a general power of attorney to manage all the assets of the debtor.

This is to say that, if the Articles of Association so provide for, the proxy is not necessarily required to hold a general power of attorney to manage all the assets of the shareholder.

This article is not considered as legal advice