Refusal to attend the general shareholders’ meeting due to lack of agreement to appoint the representative of a company

A legal entity may not attend the general shareholders’ meeting by means of two legal representatives in conflict with each other, and it must therefore be agreed that only one representative will attend the general shareholders’ meeting.

The SAP IB 3022/2023 ruling dated 23 November 2023 issued by the Provincial Court of Palma de Mallorca, heard the case referring to a lack of agreement between two joint and several directors of a company, which in turn was a shareholder of another legal entity, in relation to which of the directors should act on behalf of the company at the General Shareholders’ Meeting.

The relevance of the ruling lies in the fact that the two directors had sufficient powers to represent the company at the general meeting, but with the exclusion of representation in favor of the other company.

Thus, the ruling applies Article 126 of the Capital Companies Act by analogy, to conclude that this is the same as in cases where the co-owners of company shares must appoint a single representative of the joint ownership for the purpose of attending and voting at the general meeting.

The appointment of a single representative allows for the unified exercise of the shareholder’s rights, which, as we can see, also applies in situations of co-ownership of company shares, similar to an estate pending distribution.

See Sentencia SAP IB 3022/2023 de 23 de noviembre de 2023.