The notice convening a general meeting of partners of a capital company is one of the most significant legal acts in company life. Any shortcomings in it may render all the resolutions adopted null and void. The recent Spanish Supreme Court judgment 475/2026 of the 24th of March, issued by the Civil Chamber, tackles and settles a question that, until now, was causing particular legal uncertainty: to whom should the notice convening an annual meeting of partners be directed when one of the partners is, in turn, a capital company with a board of directors? How is the convening notice to said partner understood to have been received?
The factual scenario
The company Confitería Madarro S.L. (hereinafter, “company A”) had its share capital split at 50% between two partners: Hijos de Torres Vázquez 2014 S.L. (hereinafter “partner X”) and Marcelino Marita S.L. (hereinafter, “partner Y”). In June 2020, one of the joint and several directors called an extraordinary general meeting of partners on the following 22nd of July, with an agenda of notable importance: bringing a corporate liability claim against the other joint and several director, and their removal from office.
The notice was made by certified letter with proof of content (“burofax”) to partner X’s registered office. However, the letter was not collected at the post office because nobody was present at the registered address when delivery was attempted. Nevertheless, it was received by the chairman of the board of directors of that company.
On the day indicated for the meeting, only one of the partners was in attendance, adopting the resolutions referred to in the agenda. Partner X, who had not attended, legally contested these resolutions, alleging a shortcoming in the convening notice, as he had not been made aware of the call for a general meeting.
The judgment of the lower courts
Both the Lower Court No. 2 of Lugo, in its judgment No. 772/2021, of the 3rd of September, as well as Section 1 of the Provincial Court of Lugo, in its judgment No. 582/2022, of the 13th of October, upheld the nullity claim brought by partner X.
Both decisions focused their analysis on Article 173.2 of the Spanish Capital Companies Law (LSC), which allows company statutes to provide that notice convening a general meeting of partners be given via any individual written correspondence method that ensures receipt by all the partners. In this case, Company A’s statutes provided for notice via registered mail with acknowledgement of receipt, which the Supreme Court assimilated to a certified letter with proof of content (burofax) due to its similar functionality.
The reasoning in both judgments was the following: given that the certified letter had not been collected at the registered office of partner X, and taking into account that the chairman of the board of directors of partner X stated that he did not, in effect, manage the company nor had he forwarded the notice to it, the notice could not be considered as having been received by partner X. Consequently, the notice had an essential shortcoming that meant that the general meeting of partners and all resolutions adopted in it were null and void.
The central legal question: Article 235 of the LSC
Company A appealed in cassation to the Supreme Court, on a single basis: infringement of Article 235 of the LSC, which establishes the following:
“When the management body of a company is not collegiate, correspondence or notices may be addressed to any of the directors. Where companies have a board of directors, correspondence and notices shall be addressed to its Chairman.”
The appellant argued that this provision was directly applicable to the case, as the absent partner, as a company with a board of directors, should be deemed to have been duly notified from the moment the notice was received by its chairman.
The Supreme Court doctrine
In contrast, the Supreme Court Chamber considers that the lower courts erred in law by analysing only the formal requirements of notice set out in Article 173.2 of the LSC, without taking into consideration the special rule contained in Article 235 of the LSC.
The Supreme Court explains that the Spanish Capital Companies Law distinguishes between two separate planes: on the one hand, the power of representation of directors for ordinary management and relations with third parties, governed by Article 233 of the LSC; and on the other hand, the authority to receive notifications and correspondence addressed to the company and their validity, governed specifically by Article 235 of the LSC.
In accordance with this rule, when the partner to whom the notice is addressed is a company with a board of directors, correspondence must be addressed to its chairman, receipt by whom constitutes valid notice to the Company. It is not acceptable for the chairman to evade the consequences of that receipt by alleging that he or she does not deal with the effective management of the company, since this would amount to a neglection of his functions and legal responsibilities, contrary to the provisions of Article 209 of the LSC.
In this sense, the Court recalls that the office of director is not merely formal. As was already confirmed in judgment 583/2017, of the 27th of October, the office entails a plethora of legal duties and a rigorous structure of legal responsibilities. The director must perform the duties inherent to the office for as long as he or she formally remains in it, among which is the obligation to receive and forward correspondence addressed to the company, in accordance with Article 235 of the LSC.
Consequently, the Supreme Court concludes that the notice convening a general meeting of partners was given correctly, that the general meeting of the 22nd of July 2020 was held validly, and that the resolutions adopted in it are fully valid and effective.
Conclusions
The main conclusions that can be drawn are as follows:
Firstly, when a partner of a company is a capital company with a board of directors, the notice to convene a general meeting of partners must be understood as correctly given when it is addressed to and received by the chairman of the board of directors of said partner, in accordance with Article 235 of the LSC.
Secondly, the chairman of the board of directors cannot claim lack of knowledge or lack of involvement in the effective management of the company to evade the consequences of having received correspondence in its name. This would constitute a violation of their legal duties as director.
Finally, this judgment reinforces legal certainty in matters of corporate notices and limits the procedural strategies that seek to nullify corporate resolutions that were validly adopted.
Kengo Matsuoka
Vilá Abogados
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10th of April 2026
