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The Supreme Court Judgment (Civil Chamber) no. 1448/2025, of the 20th of October addresses an issue of enormous significance for corporate practice: the legitimising function of the shareholders’ registry and the consequences arising from failing to keeping it up to date. The High Court rules on standing to challenge corporate resolutions when there is a discrepancy between the actual ownership of shares or equity interests and the situation reflected in the registry, underscoring the essential role of this instrument in corporate life.
The shareholders’ registry —known as the stock ledger in public limited companies—is a mandatory corporate document in all capital companies. It must record the original ownership and subsequent transfers of shares or equity interests, as well as the creation of in rem rights, attachments, or other encumbrances affecting them. Its purpose is threefold: to identify the shareholders, to ensure transparency in internal corporate relations, and to serve as a means of legitimation for the exercise of rights and the fulfilment of duties inherent in shareholder status.
Although entry in the shareholders’ registry is not constitutive of shareholder status, it does have significant legal effects. In relations between the company and its shareholders, registration operates as a rebuttable presumption (iuris tantum), such that the company recognises as shareholder only the person recorded therein, without prejudice to the possibility of overturning that presumption in court when it is proven that the true owner has not been registered for reasons not attributable to them. The keeping, custody, and updating of the registry constitute a non-delegable duty of the company’s directors, breach of which may give rise to liability and serious legal consequences.
The dispute resolved by the judgment arose between the Mexican company Iconos Nacionales S.R.L. de Capital Variable, as claimant, and Real Murcia Club de Fútbol S.A.D. The claimant sought to annulment the general shareholders’ meeting held on the 4th of September 2018 and of the resolutions adopted therein, alleging that it was prevented from attending and voting despite being the true owner of 84.2% of the share capital. The exclusion was based on the company’s refusal to register it as a shareholder in the registry, even though its ownership had been established by a final arbitral award and the corresponding authorisation of the Higher Council of Sports.
The legitimising function of the shareholders’ registry
The Supreme Court carries out a detailed analysis of the nature and scope of registration in the shares ledger. Article 116.2 of the Spanish Companies Act (Ley de Sociedades de Capital) provides that “the company shall only regard as a shareholder the person who is entered in that registry.” Traditionally, legal scholarship and case law have debated whether such registration is constitutive or merely declaratory in nature.
The Court, following a consolidated line of case law, holds that registration is not constitutive, but that it does perform an essential legitimising function vis-à-vis the company. This legitimation operates “with the force of a rebuttable presumption (iuris tantum)” both on the active side (exercise of corporate rights) and on the passive side (assumption of obligations). Consequently, where sufficient evidence exists of the genuine and lawful acquisition of the shares, judicial review may override an unjustified refusal by the directors to carry out the registration.
Consequences of the failure to update of the registry
The case highlights how the directors’ refusal to update the registry, despite the existence of clear decisions evidencing Iconos Nacionales’ ownership, led to the unlawful exclusion of the majority shareholder from the general meeting. This altered the attendance quorum and enabled the adoption of resolutions contrary to its interests, particularly a capital increase designed to consolidate the directors’ control and dilute the majority shareholder’s stake.
The Court is unequivocal on this point and recalls that such conduct entails an unavoidable consequence: the tainted corporate resolutions are null. According to the Court, the company must bear the consequences of having failed to make the required registration, which includes not only the annulment of the resolutions, but also the restoration of the situation to its prior state and the cancellation of the resulting registry entries.
Registration as an inescapable duty of the directors
The Supreme Court emphasises that the keeping of the registry is not an empty formality, but an essential guarantee of corporate legal certainty and of the protection of shareholders’ rights. Directors must act diligently when verifying compliance with the legal and statutory requirements for registration, as an erroneous or arbitrary decision may lead to the nullity of subsequent corporate acts.
In the case examined, it was established that the claimant had met all the requirements for registration, and that the opposition of the transferor could not block the updating of the registry in the face of a final arbitral award.
Accordingly, an unjustified refusal to reflect the corporate reality not only infringes the rights of the affected shareholder, but also exposes the company to the annulment of its resolutions and the directors to potential liability.
Joan Lluís Rubio
Vilá Abogados
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January 16th, 2026
