Remember:

  • It is important to identify yourself correctly.
  • Request the information for 25% of the share capital to avoid being denied.
  • 5% of the share capital to request the appointment of Accounts Auditor.
  • 5% of the share capital to request a notary presence in the Meeting.
  • 5% of the share capital to request the complement to the call in 5 days from publication.
  • 1% of share capital to contest an agreement

The General Meeting is the social organ in which the will of the partners is formed and in which they exercise their rights. Below we will refer to a series of recommendations to get the Board to convene and develop effectively and without unexpected incidents a general meeting for minority shareholders.

Discriminatory treatment of minority partners is common in general meeting for minority shareholders, resulting in the approval of agreements detrimental to them. The law provides for a series of rights that they may exercise to prevent abuse. It is good to know them and take into account the following recommendations:

  1. If deemed necessary, examine the registered office and the supporting documents and background of the annual accounts. This may also be done together with an accounting expert.
  2. Request the information considered pertinent in relation to the points of the agenda (preferably before the general meeting for minority shareholders). Remember:
  • They may also request clarifications that they deem appropriate during the general meeting for minority shareholders.
  • The management body is obliged to provide the information requested unless it is understood that it publicity damages the corporate interest.
  • The information cannot be denied when the request is made by the partners representing 25% of the share capital.

If it is understood that the right of prior information to the Board has been violated and the infringement is essential, relevant or determinant for the exercise of the right to vote, an agreement may be challenged, with the Judge ruling in a previous incident pronouncement on the relevance, or lack thereof, of the violation to continue the procedure or, if appropriate, to file the lawsuit.

  1. Request (partners representing 5% of the share capital), if deemed appropriate, the appointment of an Auditor to revise the annual accounts when the company is not required to designate them and even request their replacement when there is just cause (art. 265 and 266LSC).
  2. Request the presence of a notary at the general meeting for minority shareholders to record minutes, whose fees shall be borne by the company (art. 203.1 LSC). Shareholders who represent 5% may do so up to five days before the Meeting is held.
  3. During the general meeting for minority shareholders, respect turn-taking.
  4. Bring the Partners Register to avoid a possible violation of the right to vote.
  5. Verify that the content of the general meeting for minority shareholders minutes is correct, by making use of the power to intervene in the act provided for by law (article. 202 LSC).
  6. In cases where a vote is taken against an agreement, record its opposition in case of a possible challenge by considering it as contrary to the law, articles of association or public order (art. 206 LSC). An express formula could be as follows: “I hereby state my opposition to the adopted agreement with the understanding that it damages, for the benefit of the majority, the general interests of the company.”
  7. Exercise the right of separation if one of the legal causes is fulfilled [1] or statutes that allow it. The deadline is one month from the publication of the agreement or receipt of the communication (article 348.2 of the LSC).

[1] When the corporate purpose is substantially replaced or modified; extension of the partnership; reactivation of the company; creation, modification or early termination of the obligation to perform ancillary services, unless otherwise provided by the statutes or any other that as established in the statutes.