- Who are the members of the General Shareholders’ Meeting?
- What is the General Shareholders’ Meeting and how mandatory is it?
- When can a shareholders’ meeting be validly held without notice?
- How does the General Shareholders’ Meeting work?
- General Shareholders’ Meeting Board of Directors and Management
- What is the Universal Membership Meeting?
- What are the minutes of a shareholders’ meeting?
- Who can call the General Shareholders’ Meeting?
- General Shareholders’ Meeting organization chart
- Which body must call a General Meeting?
- Who can call the General Shareholders’ Meeting in the first place?
- Where should the General Shareholders’ Meeting be held?
- General Meeting of Shareholders Functions
The General Shareholders’ Meeting, also known as the General Meeting of Shareholders or simply the Shareholders’ Meeting, is an administrative and supervisory body within the corporation, where key decisions on the operation of the corporation are made. The resolutions adopted in the course of the meeting shall be included in the minutes of the meeting.
2. The articles of association may provide that the meeting shall be convened by means of a notice published on the company’s website or by any other means of communication, both individually and in writing, which ensures that it is received by all members at the address designated for this purpose or at the address stated in the company’s documentation. In the case of members residing abroad, the bylaws may provide that they shall only be individually summoned if they have designated a place in the national territory for notifications.
3. As an exception to the provisions of the preceding paragraph, in the case of a corporation with bearer shares, the call must be made, at least, by means of an announcement in the Official Gazette of the Mercantile Registry.
The General Shareholders’ Meeting, as its name indicates, is the meeting of the shareholders. Complying with the legal and statutory requirements of notice, place and quorum, it is held to deliberate and vote on certain matters within its competence1.
The meeting may validly meet without complying with the requirements set forth in the notice of meeting, and may resolve any matter within its competence, provided that shareholders representing the totality of the capital stock are present.
The general meeting of partners, within a commercial company, is defined as the body in which the members of the company meet to make decisions that bind the company to specific actions.
The complete list of the points on which the general meeting has to decide, is included in article 160 of the Capital Companies Act. I am not going to repeat them all here, but if I tell you that, among other issues, it will decide on the approval of the annual accounts, the application of the results and the corporate management, the increase or reduction of the share capital, or the appointment and dismissal of the administrators… you can get an idea of its importance.
The bylaws are the backbone of the functioning of a company, they are its religion. It never ceases to amaze me how little importance is given to them at the time of incorporating a company.
It is striking that those who are going to be its partners are not aware of their relevance and are limited to downloading some statutes from the Internet, or to copy some inherited from who knows where and who. For this reason, later you find that newly created companies, with the technological means that we have today, plan to send the meeting notice by telegram or fax, in addition to many other more serious problems.
What is the Universal Membership Meeting?
The Universal Meeting of a company is the one attended voluntarily by all the partners who decide to constitute themselves as a Meeting of the company, without prior notice, unanimously accepting the Agenda. Pursuant to Article 178 of the Capital Companies Act (LSC), (formerly art.
The minutes of the Shareholders’, Partners’, or Board of Directors’ meeting are the document where the decisions taken by the administrators at the meeting are formalized. … A document that records a legal fact for criminal, civil or administrative purposes.
The Meeting will be convened by the administrative body.
These are Resolutions of the General Directorate of Registries and Notaries (DGRN). In this regard, Article 166 of the Capital Companies Act states: “The General Meeting shall be called by the administrators and, if applicable, by the liquidators of the company”.
Shareholders who do not attend the Meeting may delegate their vote to any individual or legal entity, whether or not they are shareholders, to represent them. The proxy must be granted in writing or by remote means of communication on a special basis for each Meeting.
In order to grant a proxy by postal correspondence, shareholders must complete the “Proxy” section of the attendance, proxy and remote voting card provided by the IBERCLEAR participating entity in which their shares are deposited or by the Company itself.
Said section must be signed by the shareholder and sent to the Company, to the attention of the Shareholder Information Office, Calle Méndez Álvaro nº 44, 28045 Madrid or to the representative appointed for its presentation on the day of the General Shareholders’ Meeting.
In order to vote by postal correspondence in relation to the items on the agenda, shareholders must complete and sign the section corresponding to “Remote Voting” on the attendance, proxy and remote voting card issued by the IBERCLEAR participating entity in which their shares are deposited or, as the case may be, by the Company itself.
Which body must call a General Meeting?
The Notary Public may call a general meeting when the corporate body in charge of calling the meeting has not done so, even though the minimum number of shareholders required by the General Corporations Law has requested it and the legal term for calling the meeting has expired.
The general shareholders’ meeting of an open stock corporation is constituted, on first call, with the presence of shareholders representing 50% of the total subscribed shares with voting rights; on second call, the presence of holders of shares representing 25% of the total subscribed shares with voting rights is sufficient; on second call, the presence of holders of shares representing 25% of the total subscribed shares with voting …
(i) Place: The General Shareholders’ Meeting must be held at the corporate headquarters or any other place that facilitates the attendance of the shareholders at the meeting. (ii) Date and time.
Article 299.- (MEETING WITHOUT THE REQUIREMENT OF NOTICE OF CONVOCATION). The meeting may validly meet without complying with the requirements set forth in the notice of meeting, and resolve any matter within its competence, provided that shareholders representing the totality of the capital stock are present. Resolutions shall be adopted by two thirds of the shares with voting rights. (Art. 292 C. Commerce).
Meetings shall be called by letter, telegram, telefax, e-mail or by publication in the press, eight days prior to the date of the meeting. The meeting notice shall include the Agenda to be discussed.
The SA must then publish their notices in the Electronic Gazette, 5 days prior to their meeting. A meeting must be held within 3 months after the closing of the management. There is an exception in art. 299 of the CC.
Regarding the fines for not publishing the Notice of Meetings and/or Assemblies, there is the REGULATION OF COMMERCIAL AND ACCOUNTING PENALTIES AND INFRACTIONS (ADMINISTRATIVE RESOLUTION RA/AEMP/Nº 009/2021). Indicates that: