The recent Judgement no.1713/2025 of the 26th November, issued by the First Chamber of the Spanish Supreme Court, is an especially relevant decision for Spanish company law as it confirms the validity of a shareholder agreement that, in practice, required unanimity for certain matters, which is prohibited under the Consolidated Text of the Spanish Capital Companies Act (Ley de Sociedades de Capital) (hereinafter, “LSC”).
The conflict arises in a context which is common in commercial practice: the financing needs of a company that approves a capital increase, signed by the entity that had been providing corporate advisory services. On the occasion of this new investor’s entry in the share capital, the shareholders signed and notarised a shareholders’ agreement aimed at strengthening the stability of the project and protecting the interests of the incoming shareholder.
By virtue of such agreement, it was established that certain reserved matters—including the modification of statutes, distribution of dividends, the approval or modification of a business plan or annual budget, and the payment policy for executives—would require the favourable vote of at least 90% of share capital. In practice, this implied that such decisions could not be taken without the favourable vote of the new investor.
At the same time, two of the founding shareholders assumed the obligation of maintaining their exclusive involvement in the company, performing executive and labour duties related to the company, while the new shareholder remained in the shareholder structure.
The judicial action hinged on two main axes. On one hand, it was argued that the 90% requirement, given the existing capital structure at the time the agreement was signed, this meant, in practice, that the consent of all shareholders was required, which violated the prohibition on unanimity set out in article 200 of the LSC. On the other hand, it was argued that the permanence clause assumed by the founding shareholders constituted a perpetual bond contrary to the legal system.
The Spanish Supreme Court draws on a clear premise: the prohibition on on establishing unanimity in corporate statutes is mandatory and cannot be circumvented through shareholder agreements. In that case, it immediately adds decisive precision: not every extremely reinforced high majority is legally equivalent to a prohibited unanimity clause.
The analysis must be focused on determining whether the clause constitutes an abusive imposition or whether, on the contrary, it responds to free self-limitation consciously assumed by the shareholders. In the relevant case, the decisive factor was that, when the agreement was executed, all the shareholders were fully aware that, with the distribution of existing capital, the adoption of agreements on reserved matters would, in practice, require the consent of all. That consequence was neither unexpected nor surprising, it was known and accepted by all at the point of executing the agreement.
Consequently, there can be no question of abuse of rights or violation of article 200 of the LSC, and the agreement is perfectly valid. The Court also recalls its precedent in STS 725/1987, in which it already admitted the validity of statutory clauses with very high quorums that, given the concrete circumstances of the capital, demanded the approval or joint action of all the shareholders.
As for the obligation of permanence of the founding shareholders, the Spanish High Court also rejects the thesis of perpetuity. The clause did not establish an indefinite involvement in the absolute sense, but rather an obligation conditional upon an objective and determinable fact: the new shareholder’s continued ownership of share capital. From the moment in which the new partner ceased to hold shared, the obligation would automatically expire.
Thus, a perpetual obligation does not exist. The duration of the agreement, although not fixed by a specific term, can be determined by reference to an objective circumstance. This interpretation consolidates a doctrinal line that understands that shareholder agreements without an expiration date are not null and void for that reason alone, provided they do not impose an unreasonable or absolute binding involvement without the possibility of termination.
The judgement also reinforces the importance of good faith and the doctrine of estoppel. The shareholders challenging the agreement had complied with it for years without questioning its validity and only opposed it when it stopped being convenient for them and went against their interests.
From a practical point of view, the decision provides legal security in three essential spheres: the validity of reinforced high majorities when they are freely agreed on, the difference between unanimity prohibited in the LSC and practical unanimity derived from the capital structure, and the admissibility of agreements of an indefinite yet objectively determinable duration.
We are faced with a decision that strengthens the autonomy of the shareholders’ will and provides a framework of stability for structuring agreements, operations for bringing in new shareholders, and complex governance agreements. In an environment where corporate balances are often articulated through reinforced protection clauses, the Spanish Supreme Court’s criteria offer a clear and guiding reference for commercial practice.
Kengo Matsuoka
Vilá Abogados
For more information, contact:
20th of February 2026
