Consequences of a sole director’s non-attendance at the general meeting

In this case, it is analysed whether such absence can lead to the annulment of the resolutions adopted, especially when it is alleged that the shareholders’ right to information has been violated.

The recent judgment of the Madrid Provincial Court, dated 12 July 2024, addresses the question of the legal consequences of the non-attendance of the sole director at a general meeting. This ruling underlines the importance of the directors’ attendance at general meetings, in accordance with article 180 LSC, although it clarifies that their non-attendance does not automatically imply the nullity of the meeting or of the resolutions adopted. This approach is in line with the case law of the Supreme Court and the Directorate General for Legal Security and Public Faith (DGSJFP).

The dispute arose in the context of a limited company formed by three brothers, in which one of them challenged a resolution to amend the articles of association affecting the remuneration of the directors and the distribution of dividends. The challenge is based on the infringement of the right to information during the meeting, as the questions asked were not answered. For its part, the company argues that the plaintiff did not verbally ask questions during the meeting.

Despite the evidentiary difficulties, the court confirms that the plaintiff exercised his right to information in the terms established by article 196.1 of the Spanish Companies Act (LSC), a right that was not duly exercised, resulting in the nullity of the resolution adopted at the meeting.

In the case analysed by the Madrid Provincial Court, the court considers that the non-attendance of the sole director at the meeting, although it did not cause the nullity of the meeting as a whole, did affect the resolution to amend the articles of association. This is because the failure to answer the questions posed violated the right to information of the challenging shareholder, which justifies the annulment of that particular resolution.

In the specific case, the Court confirms that the infringement of the right to information of the challenging shareholder is sufficient to annul the resolution on the remuneration of the directors, but does not affect the rest of the resolutions adopted. This ruling highlight the importance of respecting the rights of shareholders, guaranteeing their access to relevant information at the appropriate time.