On the 23rd of July, the new Act of Voluntary Jurisdiction came into force. Among other issues, regulations of the Spanish Corporation Act regarding the call for the ordinary and extraordinary General Shareholders’ Meeting has been modified.
Within the changes undergone, it is of special interest that referring to sharing the jurisdiction/responsibilities to call for a meeting when the administrators are not calling for it voluntarily. As readers of this article may know, in the previous issue on Spanish Corporation Act, this call was named “Judicial Summons”, and its jurisdiction belonged solely to the mercantile judge of the domicile of the company at issue.
Essentially, in light of the legislative change, there are two ways of requesting such General Shareholders’ Meeting, or two places to go ask for this meeting to be scheduled:
- On the one hand, the legal secretary; and,
- On the other hand, the mercantile register.
Either must belong to the domicile of the company at issue.
The regime to be implemented for calling the meeting is regulated by:
- The new Act of Voluntary Jurisdiction; and,
- The Mercantile Register Regulation.
Meetings summoned by the legal secretary will be regulated by the provisions set forth in the new Act of Voluntary Jurisdiction. If it was an ordinary meeting, the request must be based on the fundaments that it has not been called in the legally established deadlines. If it was an extraordinary meeting, the reasons for requesting it and the agenda will be stated.
The meetings called by the mercantile register, to this day, do not adopt a specific regulation and we need to wait for the Mercantile Register Regulation to be modified accordingly.
Vilá Abogados
For more information, please contact:
16th October 2015
