Last updated: 5 August 2026.
Quick answer. Under the Spanish Companies Act (LSC), quorum and majority rules differ between the General Meeting and the Board of Directors. In a limited liability company (SL), no minimum attendance quorum is required for the General Meeting: resolutions are passed by ordinary majority — more votes in favour than against — representing at least one third of the share capital, blank votes not counted. Reinforced majorities apply: over 50% of the capital for capital increases, reductions and amendments to the Articles, and at least two thirds for matters such as transformation, merger or division, exclusion of shareholders or transferring the registered office abroad. The Board requires attendance by a majority of its members and resolves by majority of votes; the Articles may raise these thresholds without reaching unanimity.
Both the Board of Directors and the General Meeting must constantly make decisions. Strict formalities must be fulfilled before agreements are adopted.
These formalities are intended to encourage agreements to be adopted by a sufficiently representative fraction of the share capital.
The following are the most common questions asked by the shareholders partners and directors of a company.
What is the quorum of assistance necessary for the General Meeting to be validly constituted? And for a Board of Directors? How many votes are needed for a decision to be adopted at the General Meeting? And on the Board of Directors?
Let’s start, quorum and legal majorities in General Meeting and Board of Directors in the SL and SA.
Quorum and Majorities in SL
A) General Meeting
The Law does not establish a minimum attendance quorum for the constitution of the Board of Directors of the SL. Only those shareholders required to adopt the decision in question are required to be present at the time of the vote.
The voting majorities for the valid adoption of agreements are shown below:
| Ordinary legal majority | Majority of votes (more in favour than against) provided that they represent at least 1/3 of the share capital. Blank votes will not be counted |
| Reinforced legal majority | More than 50% of the share capital for the increase and reduction of capital or the modification of the Articles of Association. At least 2/3 of the share capital to adopt the following resolutions: – Authorization to the Board of Directors to carry out activities concurrent with the activities of the company. – Abolition or limitation of pre-emptive rights in capital increases – Transformation, merger or division of the company, and global assignment of assets and liabilities. – Transfer of their registered office abroad and exclusion of shareholders.
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| Reinforced majority in the Articles of Association | The Articles of Association may establish majorities higher than those legally established (never lower) without reaching unanimity. |
B) Board of Directors
In order to constitute a valid quorum for the Board of Directors, at least a majority of the members must attend.
With regard to the majorities required for the adoption of agreements, the table below shows these requirements:
| Legal majority | Majority of votes (more in favour than against).
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| Majority provided for in the Articles of Association | The Articles of Association may establish majorities higher than those legally established (never lower) without reaching unanimity. |
Quorum and Majorities in SA
A) General Meeting
| Ordinary Quorum | 1.- At least 25% of the share capital on first call (the Articles of Association may establish a higher quorum). 2.- On second call, whatever the amount of capital involved may be (the Articles of Association may establish a higher quorum provided that it does not reach the legal quorum or the quorum provided for in the Articles of Association required on first call) |
| Reinforced Quorum | 1.-The adoption of certain decisions shall require the attendance, at first call, of shareholders representing 50% of the share capital. These agreements are: – The increase or reduction of the share capital. – Modification of Articles of Association. – Bond issue. – Removal or limitation of the right of pre-emption – Transformation, merger, division, global assignment of assets and liabilities – Transfer of their registered office abroad. 2.- For such matters, on second call, the attendance of 25% of the share capital will be sufficient. 3.- The Articles of Association may raise the quorums provided for in the two previous sections. |
| Ordinary legal majority | Majority of votes (more in favour than against) provided that they represent at least 1/3 of the share capital. Blank votes will not be counted. |
| Reinforced legal majority | 1.- More than 50% of the share capital for the increase and reduction of capital or the modification of the Articles of Association. 2.- At least 2/3 of the share capital to adopt the following decisions: – Authorization to the Board of Directors to carry out activities concurrent with the activities of the company. – Removal or limitation of pre-emptive rights in capital increases. – Transformation, merger or division of the company, and global assignment of assets and liabilities. – Transfer of their registered office abroad and exclusion of shareholders. |
| Reinforced majority in the Articles of Association | The Articles of Association may establish majorities higher than those legally established (never lower) without reaching unanimity. |
B) Board of Directors
In order to constitute a valid quorum for the Board of Directors, at least a majority of the members must attend.
As for the majorities:
| Legal majority | Absolute majority of the members of Board Directors present (more than 50% of the votes) |
Majority provided for in the Articles of Association
| The Articles of Association may establish majorities higher than those legally established (never lower) without reaching unanimity. |
How are Quorums and Majorities calculated when the result of the calculation does not give a whole number?
It could happen in the Board of Directors’ premises that the applicable majority for decision making results in an inaccurate number.
As a general rule, the rounding is done by excess. In any case, a provision to this effect should be included in the Articles of Association to avoid any interpretation.
By way of example:
| Members of Board Directors present | SL: simple majority (General rule) | Overall majority (General rule) |
| 3 | 2 votes in favour vs 1 vote against | 2 votes in favour |
| 4 | 3 votes in favour vs 1 vote against | 3 votes in favour |
| 5 | 3 votes in favour vs 2 votes against | 3 votes in favour |
| 6 | 4 votes in favour vs 2 votes against | 4 votes in favour |
| 7 | 4 votes in favour vs 3 votes against | 4 votes in favour |
| 8 | 5 votes in favour vs 3 votes against | 5 votes in favour |
| 9 | 5 votes in favour vs 4 votes against | 5 votes in favour |
| 10 | 6 votes in favour vs 4 votes against | 6 votes in favour |
| 11 | 6 votes in favour vs 5 votes against | 6 votes in favour |
Conclusion
It is essential to know the requirements demanded for the constitution and adoption of resolutions in the General Meeting and Board of Directors. The Law requires compliance with these formalities in order to validate the decision-making of corporate bodies.
Therefore, the above mentioned tables serve as a basic and indispensable outline for any shareholder, manager, lawyer, advisor…
As an enrichment, we propose the following reading on the calculation of the value of a company. It can be used in advance of a General Meeting or Board of Directors decision. In today’s business world, they need to know how much their company is worth.
For advice applied to your case, see our Board Secretaryships practice area.
Don’t be left in doubt, get in touch. We’ll be happy to help and offer you solutions.
Frequently asked questions
No. The law does not establish a minimum attendance quorum for the General Meeting of a limited liability company (SL). Only the shareholders required to adopt the decision in question need to be present at the time of the vote.
Resolutions are validly adopted by a majority of votes — more in favour than against — provided that they represent at least one third of the share capital. Blank votes are not counted.
More than 50% of the share capital is required for capital increases, capital reductions and amendments to the Articles of Association. At least two thirds of the share capital is required to authorise directors to carry out competing activities, to abolish or limit pre-emptive rights in capital increases, for the transformation, merger or division of the company, the global assignment of assets and liabilities, the transfer of the registered office abroad and the exclusion of shareholders.
Yes. The Articles of Association may establish majorities higher than those legally established, but never lower ones, and without reaching the point of requiring unanimity.
For the Board of Directors to be validly constituted, at least a majority of its members must attend. Resolutions are adopted by a majority of votes — more in favour than against — unless a higher majority is provided for in the Articles of Association.
Contact
Don’t be left in doubt, get in touch. We’ll be happy to help and offer you solutions.
Related tool, free to use: the general meetings and dividends tools.
