The general meeting is the meeting at which the shareholders of an S.A. or the members of an S.L. approve the accounts, distribute the result and decide on capital operations. It is convened by the directors at least one month in advance in an S.A. and fifteen days in an S.L., and its resolutions must be recorded in the minutes.
A good resolution can fail because of a miscalculated deadline, a poorly published notice of meeting or an incorrectly calculated majority, the formal defects that can be challenged (art. 204.3.a of the Companies Act, LSC). This guide sets out the process for S.A. and S.L., with a calendar, notice and minutes templates, and what changes if your shares are in an ERIR.
What the general meeting decides and what types of meeting there are
The general meeting approves the accounts and result, appoints and dismisses directors and amends the articles of association. It also decides on capital increases and reductions, the waiver of pre-emptive rights, the purchase, sale or contribution of essential assets (presumed if they exceed 25% of assets) and the transformation, merger or dissolution (art. 160 LSC).
The ordinary general meeting is held in the first six months of each financial year to approve management, accounts and profit or loss, and it is valid even if held late (art. 164 LSC). Any other general meeting is extraordinary (art. 165 LSC). The universal general meeting does not require a call if all the capital is present or represented and everyone agrees to hold it (art. 178 LSC); its minutes record the accepted agenda and the signature of each attendee (art. 97 of the Regulations of the Commercial Registry, RRM).
In an SME with three members, the universal meeting is the quick route; with dozens of investors it is not realistic. In Latin America the equivalent body is called the shareholders' meeting and is governed by each national law; this guide applies to Spanish companies.
Deadlines for the general meeting: table for S.A. and S.L.
Time limits in months are counted from date to date, without excluding non-business days (art. 5 of the Civil Code). Allow some margin: the notice period is one of the defects that invalidate a general meeting.
| Step | S.A. | S.L. | Rule |
|---|---|---|---|
| Prepare accounts and proposal for distribution of profit | 3 months from year-end | 3 months from year-end | Art. 253 LSC |
| Hold the ordinary general meeting | First 6 months | First 6 months | Art. 164 LSC |
| Notice period for the call | 1 month | 15 days (from dispatch to the last shareholder, if individual) | Art. 176 LSC |
| Supplement (shareholders holding 5%) | Request within 5 days; publication 15 days before the general meeting | Not provided for by law | Art. 172 LSC |
| Second call | At least 24 hours after the first call | Unnecessary: no quorum for constitution | Arts. 177 and 198 LSC |
| Request information in writing | Up to the seventh day before | Before the meeting or orally during it | Arts. 196 and 197 LSC |
| Request notarial minutes | Shareholders holding 1%, 5 days before | Shareholders holding 5%, 5 days before | Art. 203 LSC |
| Approve the minutes | At the end, or within 15 days by the chairman and two scrutineers | Same | Art. 202 LSC |
| Challenge a resolution | 1 year (no time limit if contrary to public policy) | Same | Art. 205 LSC |
Example of an S.A. whose financial year ends on 31-12-2026:
| Date | Milestone |
|---|---|
| 31-3-2027 | Deadline to prepare accounts and proposal for distribution of profit |
| 10-5-2027 | Publication of the call |
| 15-5-2027 | Deadline to request a supplement |
| 30-5-2027 | Deadline to publish the supplement |
| 7-6-2027 | Deadline to request information in writing |
| 9-6-2027 | Record date (if the articles of association require it) and deadline to request notarial minutes |
| 14-6-2027 | Meeting on first call |
| 15-6-2027 | Second call, if there was no quorum |
In an S.L. that gives notice by letter, the same date works if the last mailing goes out on May 28. Plan backwards from June 30.
How to convene: who, where and what it must state
The directors call the meeting or, in liquidation, the liquidators (art. 166 LSC). If shareholders holding 5% request it by notarial request, the general meeting must be held within two months with their agenda items (art. 168 LSC). If the ordinary meeting is not called on time, any shareholder may request the call from the Clerk of the Court or the Commercial Registrar, and the minority may do so if the directors ignore their request (art. 169 LSC).
The notice is posted on the corporate website if it is registered and published; otherwise, in the Official Gazette of the Commercial Registry (BORME) and in a newspaper with wide circulation in the province (arts. 11 bis and 173.1 LSC). The articles of association may replace it with an individual written communication that ensures receipt, the usual practice in SMEs (art. 173.2 LSC).
The minimum is the company name, date and time, agenda and position of the person calling it (art. 174 LSC); if no place is stated, the general meeting is held at the registered office (art. 175 LSC). Depending on the matters, add:
- Accounts: the right to obtain the documents free of charge and immediately and, where applicable, the management report and the auditor's report (art. 272.2 LSC).
- Amendment of the articles of association, increase or reduction of capital: the items being changed and the right to examine and receive the text and, in an S.A., the report (art. 287 LSC).
- Waiver of preemptive rights: the proposal, the issue terms and access to the reports (art. 308.2.b LSC).
- Remote attendance: deadlines and ways to exercise rights (art. 182 LSC).
An exclusively remote general meeting requires a provision in the articles of association approved by two thirds of the capital present, guaranteed identity, real-time participation and a register that does not close more than one hour before (art. 182 bis LSC).
Quorum and majorities: how much capital is required
| Resolution | S.A.: quorum | S.A.: majority | S.L.: majority |
|---|---|---|---|
| Ordinary (financial statements, directors) | 25% on first call; any on second call (art. 193) | More votes in favor than against among the capital present (art. 201.1) | Majority of valid votes, if they total one third of the votes of the capital (art. 198) |
| Increase or reduction of capital and other amendments to the articles of association (in an S.A., also issuance of bonds) | 50% on first call; 25% on second call (art. 194) | Absolute majority if more than 50% attend; two thirds of those present if attendance is between 25% and 50% (art. 201.2) | More than half of the votes of the capital (art. 199.a) |
| Removal of preemptive rights, transformation, merger, spin-off | As in the previous row (art. 194) | As in the previous row (art. 201.2) | Two thirds of the votes of the capital (art. 199.b) |
Example. An S.A. with 1,000,000 shares votes on a capital increase. On first call, 42% attend and it does not reach the required 50%. On second call, the same 42% attend (420,000 shares): there is a quorum, and the increase requires 280,000 votes in favor, two thirds of those present. In an S.L. with 10,000 shares, it requires 5,001 votes, regardless of who attends.
The articles of association may raise quorum and majority requirements (arts. 194.3, 200 and 201.3 LSC).
The conflicted shareholder does not vote if the resolution authorizes them to transfer, excludes them, releases them from an obligation or grants them a right, provides financing to them or exempts them from the duty of loyalty. In the S.A., the first two cases require a provision in the articles of association (art. 190 LSC).
Information, representation and remote voting
Information may not be denied if requested by shareholders holding 25% of the capital; in the S.A., the articles of association may lower that threshold without going below 5% (arts. 196 and 197 LSC). In the S.L., only the spouse, ascendants or descendants, another shareholder or a general attorney-in-fact under a public document may represent a shareholder, unless the articles of association extend the list (art. 183 LSC). In the S.A., any person may represent a shareholder, unless restricted by the articles of association, in writing and for each general meeting (art. 184 LSC).
If the articles of association provide for it, the shareholder of an S.A. may vote remotely and is counted as present for quorum purposes (art. 189 LSC). With dispersed investors, that clause determines whether you reach the quorum or repeat the meeting.
The minutes: content, approval and minute book
All resolutions are recorded in the minutes. The general meeting approves the minutes at the end or, within fifteen days, the chair and two scrutineers (one for the majority and one for the minority), and the resolutions are enforceable from then on (art. 202 LSC). If shareholders with 1% (S.A.) or 5% (S.L.) request it five days in advance, a notary draws up the minutes and the resolutions are only valid if they appear in them (art. 203 LSC).
The minutes record the date and place, the notice of meeting, attendees and capital present, a summary of the debate, the resolutions and the result of each vote (art. 26 of the Commercial Code; art. 97 of the RRM). In the S.L., the list of attendees is included (art. 192 LSC). Each director and each article of the articles of association with its own autonomy are voted on separately (art. 197 bis LSC).
The minutes book is filed electronically with the Companies Registry within four months following closing (art. 18 of the Law 14/2013). To register a resolution, whoever may certify issues a certification that is elevated to a public deed (arts. 107 to 109 RRM). Keep the book up to date together with the register of shareholders: a due diligence reviews both.
Model notice of call for the general meeting (S.A.)
[COMPANY NAME], S.A. Notice of call for the ordinary and extraordinary general meeting
The [management body] convenes the shareholders to the general meeting to be held at [place in the municipality of the registered office] on [date], at [time], on first call, and, if applicable, on [following day] at the same time, on second call, with the following agenda:
- Approval, if applicable, of the annual financial statements for the fiscal year ended [date].
- Allocation of the result.
- Approval, if applicable, of the management of the company.
- [Extraordinary matter: for example, capital increase in the amount of [amount] euros with issuance of [number] shares and amendment of article [x] of the articles of association].
- Delegation of powers to execute the resolutions as a public deed and register them.
Information. As of today, any shareholder may obtain free of charge the documents submitted for approval [and management and audit reports]. They may also examine at the registered office the amendment to the articles of association and its report, and request that they be sent. Up to the seventh day before, they may request clarifications in writing.
Supplement. Shareholders holding at least 5% may request new items by reliable notification received at the registered office within five days following this publication.
Attendance and representation. Shareholders who [statutory requirement, with a maximum of five days in advance] may attend. Each shareholder may be represented by another person, in writing and for this meeting. [Remote attendance and remote voting, if the articles of association provide for them].
[Place, date, name and position of the person convening the meeting].
In an S.L.: fifteen days, without supplement or second call and, if by letter, with acknowledgement of receipt (for example, burofax).
Model minutes of the general meeting
Minutes of the [ordinary / extraordinary / universal] general meeting of [COMPANY NAME]
In [place], on [date], at [time], the general meeting of [COMPANY NAME] is held, registered with the Commercial Registry of [province], [registry details].
Notice of call. [Announcement published on (date) on (corporate website / BORME and newspaper) / letter sent on (date)], with the following text: [full text]. [If universal: with all capital present or represented, the attendees, who sign below, unanimously agree to hold the meeting with the following agenda: (items)].
Attendance. Chair: [name]. Secretary: [name]. [n] members attend, [n] present and [n] represented, with [x]% of the voting capital, according to the list [included / attached and signed]. The chair declares the meeting validly constituted on [first / second] call.
Resolutions. After deliberating [summary of the interventions for which a record was requested], the meeting resolves:
- To approve the financial statements for the fiscal year [year]. In favor: [n]; against: [n]; abstentions: [n].
- To allocate the result of [amount] euros to [legal reserve, reserves and dividends]. In favor: [n]; against: [n]; abstentions: [n].
Approval. The minutes shall be [approved at the end of the meeting / approved within fifteen days by the chair and the tellers (names)]. The secretary signs with the approval of the chair.
What changes if the shares are registered in an ERIR
If your S.A. represents its shares on distributed ledgers, appoint an ERIR, the “entity responsible for the administration of the registration and record”, which identifies the holders and manages corporate events (art. 8.4 of the Law 6/2023). If the shares are admitted to trading on a market infrastructure based on distributed ledgers, that responsibility falls on the infrastructure (art. 8.5 of Law 6/2023). An S.L. cannot, because its shares are not securities (art. 92.2 LSC). The general meeting still follows the LSC, but four points change.
- Who attends. The person appearing in the distributed ledger is presumed to be the holder, and to exercise rights one must be registered beforehand (art. 13 of Law 6/2023). The ERIR issues certificates of legitimacy (art. 14 of Law 6/2023) and the company may require it to identify its shareholders (art. 25.6 of the Royal Decree 814/2023).
- The record date. The five-day limit in art. 179.3 LSC mentions registered shares and book-entry shares, not distributed ledgers. The prudent approach is to set that same advance notice in the articles of association and the notice of meeting and ask the ERIR for the list of holders as of that date.
- The register. The register of registered shares (art. 116 LSC) presupposes certificates: the law only distinguishes registered and bearer shares in that case (art. 23.d LSC) and refers book-entry shares to securities market regulations (art. 118 LSC). Our reading is that the ERIR register fulfils that function. The LSC does not expressly say so for distributed ledgers: confirm it with your law firm and the registrar. The minutes book remains mandatory.
- Voting. An on-chain vote counts votes in a traceable way, but it does not replace the notice of meeting, quorum or minutes (see on-chain corporate events).
| Aspect | S.A. with registered shares | S.A. with shares in an ERIR |
|---|---|---|
| Proof of shareholder status | Register (art. 116 LSC) | ERIR register (art. 13 Law 6/2023) |
| List of holders for the general meeting | The company takes it from its register | The company requests it from the ERIR (art. 25.6 RD 814/2023) |
| Shareholder accreditation | Entry in the register | ERIR certificate (art. 14 Law 6/2023) |
| Minute book | Mandatory | Mandatory |
Before taking the step, review S.L. or S.A. for issuing, what an ERIR does and how a capital increase is approved. What investors agree goes into the shareholders' agreement.
Next: the requirements for distributing dividends and how the pre-emptive subscription right works.
Para ampliar: las clases de acciones de una S.A.: privilegiadas, sin voto y rescatables.
If you need a law firm to prepare the transaction, at HokenFi's partner law firms you can request proposals from the platform.
Are you going to call the general meeting that will approve an issuance of tokenized shares? Take the issuance diagnosis (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
What is the general shareholders' meeting?
It is the meeting of the shareholders of a public limited company (S.A.), or of the members of a private limited company (S.L.), in which decisions are taken by majority on the matters reserved to it by law: approving the accounts and the distribution of profit, appointing and dismissing directors, amending the articles of association and increasing or reducing capital. Its resolutions also bind those who voted against or did not attend (arts. 159 and 160 LSC).
How far in advance must the general meeting be convened?
In a public limited company there must be at least one month between the notice and the meeting; in a private limited company, fifteen days. If notice is given individually, the period runs from sending to the last shareholder (Article 176 LSC). The ordinary general meeting is held within the first six months of the financial year, although it is valid if held later (Article 164 LSC).
What is a universal meeting?
It is the general meeting held without prior notice because all the capital is present or represented and the attendees unanimously agree to hold it. It may meet anywhere, in Spain or abroad (Article 178 LSC). The minutes must state the accepted agenda and the name and signature of each attendee (Article 97 of the Regulations of the Commercial Registry).
What quorum does the general meeting of a public limited company require?
On first call, shareholders holding at least 25% of the voting capital; on second call, any amount of capital (Article 193 LSC). To increase or reduce capital, amend the articles of association, remove the preemptive right or merge, 50% is required on first call and 25% on second (Article 194 LSC). The private limited company has no constitution quorum: voting is based on total capital.
Who signs and approves the minutes of the general meeting?
The minutes are approved by the general meeting itself at the end or, within the following fifteen days, by the chairperson and two shareholder inspectors, one for the majority and one for the minority (Article 202 LSC). Once approved, they are signed by the secretary with the chairperson's approval (Article 99 of the Regulations of the Commercial Registry). If shareholders holding 1% (S.A.) or 5% (S.L.) request it, a notary draws them up.
Can the general meeting be held by videoconference?
Yes, if the articles of association provide for it. Remote attendance allows combining attendees present and remote (Article 182 LSC). A virtual-only general meeting requires a clause in the articles of association approved by two thirds of the capital present or represented, guaranteed identity, real-time participation and an attendance register that does not close more than one hour before the start (Article 182 bis LSC).
