BOE-A-2026-5811 ·12 March 2026 ·Resolution Low impact
Tax

Companies without an administrative body: dissolution or liquidation cannot be included in a meeting called to appoint directors

The Directorate General for Legal Certainty and Public Faith confirms that when a company lacks an administrative body (an 'orphan' company), the general meeting notice called to remedy this deficiency must have the sole purpose of appointing directors (Art. 171 LSC). It is not possible to include additional items, such as the dissolution or liquidation of the company, in said notice, as the expired administrative body only acts in de facto capacity for the exclusive purpose of preventing a leadership vacuum (Art. 171 LSC and case law).

In 2 key points

  1. The notice to remedy the lack of administration must have the sole purpose of appointing directors (Art. 171 LSC). (art. 171 LSC)
  2. The expired administrative body functions in de facto capacity with powers limited exclusively to appointing new members. (art. 171 LSC)

How it affects those involved

For shareholders of companies with expired administrative bodies, the ability to influence the agenda through supplementary meeting notices is limited when the purpose is the provision of directors. Substantive decisions (such as dissolution) cannot be forced during the same meeting intended to regularise the administration. Companies in a state of leadership vacuum must limit the actions of their administrative body to fulfilling the purpose of appointing new members (Art. 171 LSC).

Lifecycle

2026-03-12PublishedPublished in the BOE
Official text Based on BOE data (boe.es). Information, not advice.
PDF on boe.es

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This analysis is informational only and does not constitute legal advice or create a client-adviser relationship. BM Consulting.
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