Shareholders' Meeting (Junta General)

What Is the Junta General?

The Junta General is the shareholders’ assembly — the highest decision-making body of a Spanish capital company (sociedad de capital). It is governed by the Ley de Sociedades de Capital (LSC), Title IV, and the company’s own articles of association (estatutos sociales). Every shareholder has the right to attend and vote in proportion to their shareholding, subject to any lawful restrictions in the articles.

In a Sociedad Limitada (SL), it is called the Junta General de Socios; in a Sociedad Anónima (SA), the Junta General de Accionistas. The rules differ in certain details between the two forms — the SA framework is more procedurally complex, reflecting its role as the vehicle for listed and large companies.

Types of Shareholders’ Meeting

Ordinary Annual Meeting (Junta General Ordinaria)

Required by law to be held within the first six months of each financial year to:

• Review and approve the annual accounts (cuentas anuales)
• Decide on the application of the prior year’s profit or loss
• Approve, where applicable, the management report (informe de gestión)
• Renew director appointments if terms have expired

Failure to hold the annual meeting is a breach of corporate law and can expose directors to personal liability.

Extraordinary Meeting (Junta General Extraordinaria)

Any meeting held at other times for specific purposes: approving a capital increase, authorising a material transaction, removing or appointing directors, amending the articles, approving a merger or demerger. There is no restriction on how many extraordinary meetings can be held in a year.

Universal Meeting (Junta Universal)

When all share capital is present or represented and all attendees agree to meet and transact business, a meeting may be held at any time without prior notice. This is the standard mechanism for small SLs with a handful of aligned shareholders who want to proceed quickly without formal convocation.

Convocation: How the Meeting Is Called

The board of directors (or, failing that, a supervisory board or liquidator) must convene the meeting. The LSC sets minimum notice periods:

• SL: At least 15 days’ notice before the meeting date
• SA: At least one month’s notice for an ordinary meeting

Notice must be given by the method specified in the articles — commonly by certified letter to each registered shareholder address, or by notarial notification. Listed SAs must publish notice in the Official Gazette (BORME) and on the company website.

The convocation notice must state the agenda (orden del día). Resolutions on matters not included in the agenda are null and void, unless all shareholders are present and agree to include new items (universal meeting).

Minority Shareholder Rights to Call a Meeting

Shareholders holding at least 5% of share capital (or a lower threshold if set in the articles) can demand that the directors convene an extraordinary meeting. If directors fail to do so within two months, shareholders can apply to the commercial court to convene the meeting.

Quorum and Voting Requirements

Sociedad Limitada

The SL regime is more flexible than the SA. By default, any number of shareholders present (without a quorum minimum) can validly hold the meeting. Resolutions pass by:

• Simple majority (more votes for than against) for ordinary matters
• Reinforced majority (at least two-thirds of votes, or as set in the articles) for reserved matters such as: amending articles, increasing or reducing share capital, excluding pre-emption rights, approving a merger or demerger, winding up the company

Sociedad Anónima

The SA requires quorums:

• First call: At least 25% of subscribed capital present or represented (or 50% for certain reserved matters)
• Second call (convocatoria): Any number present for ordinary matters; 25% for reserved matters

Voting majorities follow similar patterns to the SL, with the articles able to impose higher thresholds.

Proxy and Remote Voting

Shareholders who cannot attend in person may appoint a proxy (representante) to vote on their behalf. The proxy instrument must comply with formal requirements (generally written authorisation, with specific requirements for listed SAs). Directors and company employees can be excluded as proxies if the articles so provide.

Remote participation — by electronic means, correspondence, or video conference — is permitted if the articles or the convocation expressly allow it. This became particularly relevant during the COVID-19 pandemic and many companies permanently incorporated remote participation options.

Resolutions and Minutes

All resolutions must be recorded in the minutes book (libro de actas) and signed by the chairman and secretary of the meeting. The minutes must be approved — either at the meeting itself or subsequently — and can be notarised (acta notarial) for added enforceability and to facilitate registration at the Commercial Registry.

Notarisation is compulsory for certain resolutions that must be registered: capital changes, amendments to articles, mergers, demergers, and dissolution.

Special Situations

Deadlock and Minority Protection

When two equal shareholders disagree, no resolution can pass without consensus. Absent a pacto de socios with a deadlock resolution mechanism, the shareholders may have to seek judicial intervention under the LSC’s dissolution grounds (impossibility of achieving the corporate purpose).

Oppression of Minorities

The LSC provides certain non-waivable minority rights: the right to receive information before the meeting, the right to appoint auditors (for companies not subject to mandatory audit), and the right to challenge null or voidable resolutions at court (impugnación de acuerdos sociales).

Frequently Asked Questions

What happens if the annual meeting is not held? Directors can be fined by the commercial registry, face civil liability claims from shareholders, and the company may be subject to dissolution proceedings after three consecutive years of non-compliance with filing accounts.

Can a single-shareholder company skip the meeting formalities? A sociedad unipersonal (sole-shareholder company) is exempt from holding a formal meeting — the sole shareholder exercises all decision-making rights unilaterally and records decisions in writing in the minutes book. However, the annual accounts must still be approved and filed.

Can foreign shareholders vote remotely? Yes, provided the articles permit remote or correspondence voting. In practice, foreign shareholders often grant a power of attorney to a local representative (apoderado) to attend and vote on their behalf.

Are shareholder votes weighted differently for different share classes? Spanish SA law allows multiple share classes with different economic rights (e.g., preferred dividend shares) but restricts multiple voting rights for shares. Spanish SL law prohibits multiple voting rights per share entirely — one participation equals one vote — though the articles can set minimum attendance quorums that effectively give large shareholders veto power.

How are disputes about resolutions resolved? Shareholders can challenge a resolution in court within one year (for voidable acts) or indefinitely (for null acts). Null acts include those contrary to mandatory law; voidable acts include those contrary to the articles or that damage company interests in favour of one shareholder.

How BMC Can Help

We assist foreign investors and shareholders in exercising their rights at Spanish general meetings: from reviewing convocation notices and agendas to preparing proxy instruments, attending as legal representatives, and advising on challenging irregular resolutions.