Requirements for convening the general meeting

Failure to specify the legal cause of dissolution in the notice to the general meeting does not absolutely nullify such notice, provided that the matter for which the shareholders have been called is not unspecified, although other matters outside the agenda may not be addressed.

The Resolution dated March 22, 2024 of the DGSJFP examines the requirements of the notice of a general meeting, as well as the defects that may lead to the nullity of the resolutions adopted. The pronouncement took place within the framework of the appeal filed against the refusal to register a deed of elevation to public of corporate resolutions for the following reasons: (i) The notice was not sent by the company or by the director but by the Bar Association of Palma; (ii) The legal cause of dissolution is not apparent from the notice; (iii) At the meeting it was agreed to liquidate the company, but this possibility was not foreseen in the agenda of the notice.

Regarding the first of the defects, the DGSJFP considered that, although the sending of the notice of meeting was managed by a third party (Bar Association), it did not alter the fact that the notice of meeting was sent by the lawyer of the convening managing partner and addressed to the other partner.

Regarding the effect of not indicating the specific legal cause that justified the summons, the Administrative Center considers that the nullity defect does not occur since there was no indetermination as to the matter for which the partners were summoned, nor is there any effect on the individual rights of the partners, regardless of the specific legal cause of dissolution.

However, in relation to the adoption of the liquidation without being foreseen in the agenda, the DGSJFP recognizes that the general meeting cannot deal with matters outside the agenda, recalling that the purpose is to prevent ambiguous and indeterminate calls and is justified so that the absent shareholders can control the legality of the resolutions and challenge those that do not correspond to the agenda of the call.

See Resolución de 22 de marzo de 2024 DGSJFP.