
On the ancillary obligation to comply with the family protocol
An article of the bylaws establishing ancillary obligations whose specific and determined content does not appear in the article itself but by reference to the
The case arose when, pursuant to article 169 of the Capital Companies Act (LSC), a request was made to the company registrar for the convening of a general meeting to be held. The request, made by a group of shareholders, indicated as the registered office the address stated in the articles of association and in the Commercial Register. However, the applicants were aware that this address did not correspond to the real address, so that neither the company nor its director could be located at that address.
The meeting was held, at which it was agreed that the sole director would be dismissed and a new director appointed. In response to those resolutions, the director who had been removed brought an action challenging the validity of the meeting and, consequently, of the resolutions adopted.
At first instance, the claim was upheld as it was found that there had been an infringement of the essential hearing procedure provided for in article 169.2 of the LSC. The judgement emphasised that the conduct of the applicants violated the principle of good faith, depriving the director of the effective possibility of intervening in the proceedings.
On appeal, the Provincial Court dismissed the appeal and upheld the nullity of the notice of meeting and the resolutions adopted, based on the following reasoning:
An article of the bylaws establishing ancillary obligations whose specific and determined content does not appear in the article itself but by reference to the
The Provincial Court of Madrid, in its Judgment 230/2024 of 2 July, analysed the validity of a notice of a general meeting of a limited
The Commercial Register does not allow the registration of proposals discussed at a shareholders’ general meeting that do not become resolutions due to tied votes,