Spanish SA Company Annual General Meeting Rules

Bodies of the Spanish SA

1. The Annual General Meeting (AGM)

This is the body that makes decisions for the company. Agencies implement decisions taken by the Board general.

1. Definition

A Partner Meeting duly convened to deliberate and pass resolutions on matters within its competence.

Features:

• You can change the statutes, but until then, we must respect them.
• Cannot make decisions contrary to law.
• Must respect the individual rights of members and the principle of equal treatment among them.
• It is a necessary organ and cannot be missing in any SA.
• It is a sovereign body; its decisions are binding on all shareholders (or partners).

Requirements for the Meeting:

1. It must be convened (the Board).
2. Agreements must be adopted by the majority (not unanimously).

Scope:

It is limited to matters within its competence; beyond them, the decisions made would be null.

Ways to Define the Powers of the Board:

There are 2 ways to define the powers of the Board (details omitted in the original text).

Classes of Meetings:

• Ordinary Meeting: Held within the first 6 months of the fiscal year unless the statutes dictate otherwise. Its purpose is to review social management, approve the annual accounts, and decide on proposals for the implementation of the outcome of the last year.
• Special Meeting: All remaining decisions that have to be adopted.

The law provides an alternative: judicial notice. If the board is not called when required, a judge can intervene.

Meeting Call Requirements:

The call must be made by a notice which must contain the agenda. This is essential so participants know what agreements will be taken.

This announcement must be published in the BORME and in a newspaper of the largest circulation in the province where the company is registered. This must happen at least 1 month before the Board meeting.

Constitution of the Board:

The legislature did not want small shareholders with small capital contributions to make decisions affecting the whole society. Stopping this requires a minimum attendance for the board to be well-constituted.

Minimum Attendance Requirements:

• Ordinary Agreements:
  • First call: 25% of the equity.
  • Second call: 0% (any attendance).
• Extraordinary Agreements: (These affect the structure of the society)
  • First call: 50% of the capital.
  • Second call: 25% of the capital, and there must be a majority (2/3 of the votes to pass something).

The cessation and appointment of Directors is a regular arrangement.