Non-attendance of the directors of a company at the general shareholders’ meeting

The directors of a company are not allowed to delegate proxies to attend the general meeting, although their absence is not a cause for nullity of the resolutions adopted, with some exceptions.

The general shareholders’ meeting of a limited liability company appointed a new joint director of the company. The directors of the company did not personally attend such meeting, but had delegated their attendance to proxies. The commercial registrar refused to register the appointment of the new director, considering that the decisions of such meeting were null and void, since the directors cannot delegate their attendance to the shareholders’ general meetings. Nevertheless, in the Resolution of 15 November 2023, the Dirección General de Seguridad Jurídica y Fe Pública (DGSJFP) decided to uphold the appeal filed against the commercial registrar’s refusal to register.

However, The DGSJFP disagrees with the registrar’s view by considering that the consequences of the non-attendance of the directors do not necessarily lead to the nullity of the resolutions adopted, thus following the approach previously admitted by the Supreme Court in judgment 255/2016 of April 19.

Although it is a general duty of the directors to attend general meetings, a merely procedural requirement cannot render null and void the resolutions adopted at the meeting, except in the cases mentioned in the Law or in cases in which the infringement may be considered relevant. In the present case, the DGSJFP argues that the non-attendance of the directors has not impaired the right to information or violated any individual right of the shareholders, so that the absence cannot be considered relevant to prevent the validity of the resolutions adopted at the general meeting.

Read Resolución DGSJFP de 15 de noviembre.