Deadlines in the notice for General Meetings of Shareholders: How to calculate the 15-day deadline

In corporate law, the proper notice of a general meeting of shareholders is crucial for the validity of the resolutions adopted at the meeting. Shareholders must be notified correctly and with sufficient advance to exercise their right to participate in decision-making processes of the company. One of the aspects that frequently causes confusion is the calculation of deadlines established by the regulations for calling the meeting.

The Spanish Companies Act stipulates in Article 176 that there must be a minimum 15-day period between the notice of the meeting and the date scheduled for the general meeting of limited liability companies. This minimum period is designed to ensure that shareholders have enough time to:

• Obtain information on the matters to be discussed at the meeting,
• Review relevant documentation,
• Prepare their participation and pose questions,
• If they disagree with any point, raise objections or propose alternatives.

In essence, the 15-day period allows shareholders to effectively exercise their right to information and participation.

However, questions often arise regarding the exact start of the 15-day period. Does it start from the date the notice is issued? Or from the following day? Is the day of the meeting included in the calculation?

The Resolution of July 11, 2023, by the Dirección General de Seguridad Jurídica y Fe Pública addresses this important issue. The case analysed in the Resolution involved an appeal against the negative qualification of a commercial registrar regarding the public registration of social agreements. The registrar denied registration because, among other reasons, the 15-day period between the notice and the meeting had not been respected.

The Dirección General de Seguridad Jurídica y Fe Pública, upon reviewing the appeal, confirmed the registrar’s position and reiterated the interpretation established by the Supreme Court on this matter.

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In summary, following Supreme Court jurisprudence, concludes the following:

• The 15-day period is calculated with the day of dispatch of the final notice to shareholders as the starting day.
• The day of the meeting itself is not included in the calculation of the period.

That is, the day the final notice is sent to a shareholder marks the beginning of the countdown. For example, if the final notice is sent on March 1, the meeting cannot take place before March 16.

This interpretation, based on Supreme Court case law, is of significant practical importance for several reasons:

• Legal certainty: It establishes a clear and uniform rule for calculating the deadline, avoiding ambiguities and divergent interpretations.
• Protection of shareholder rights: It ensures that all shareholders have the minimum 15-day period to prepare for their participation in the meeting, regardless of when the notice is sent.
• Validity of resolutions: Non-compliance with the 15-day deadline may lead to the invalidation of resolutions adopted at the meeting, creating legal uncertainty and potential conflicts among shareholders.

Accurately understanding how to calculate deadlines for calling general meetings is crucial to prevent resolutions from being contested due to procedural defects.

When calling a general meeting of shareholders, special attention should be paid to the following aspects to avoid procedural defects:

• Carefully review the company’s articles of association to determine the form of notice and applicable deadlines.
• Send the notices well in advance, taking the 15-day period into account.
• Properly document the sending of notices, retaining acknowledgments of receipt or other evidence to prove the dispatch date.

In case of any doubts regarding the notice for a general meeting, it is advisable to consult with a lawyer specializing in corporate law to ensure compliance with all legal requirements and avoid potential issues. An expert lawyer can advise on the correct procedure for calling the meeting, calculating deadlines, preparing the agenda, and providing necessary documentation, among other relevant aspects.

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