Convening a shareholders’ meeting by burofax is valid, despite the wording in the company’s bylaws

The Provincial Court of Madrid confirms that the use of the burofax is a valid means of convening shareholders’ meetings in limited liability companies, provided that the formal requirements of communication and acknowledgement of receipt are respected, even in those cases where the company’s bylaws specify the use of registered mail, as there is an equivalence of both methods of communication.

In a recent judgement, the Madrid Provincial Court (SAP of Madrid, 28th Section, Judgement 108/2024, of 5 April), ruled on the equivalence between this system (bureaufax) and registered mail with acknowledgement of receipt, as provided for in the bylaws of the company in question.

In the case in dispute, a shareholder challenged the resolutions of a general meeting of a limited liability company on the grounds that the notice of meeting had been sent by burofax instead of registered mail, a method expressly provided for in the bylaws. The plaintiff argued that this procedural irregularity should cause the nullity of the resolutions adopted at the meeting.

Although the burofax was not expressly contemplated in the bylaws, all the requirements of personal communication and proof of receipt were met, thus guaranteeing the traceability of the process and the certainty of the notification. The Provincial Court emphasised that the objective of the bylaws is to ensure that the notification actually reaches the shareholder, and that this can be accredited, which was fulfilled in this case.

In regulatory terms, the Capital Companies Act (article 173.2 LSC) establishes that the meeting must be convened by means of a written and personal communication procedure and allows the bylaws to provide for other methods as long as the receipt by the shareholder is ensured. In this regard, the Provincial Court concluded that the use of the burofax complies with the regulations, as it offers guarantees similar to those of registered mail.