Right to be informed in a modification of a Professional Limited Liability Company (SLP)

The DGSJFP examines the shareholder’s right to be sufficiently informed of the content of the proposed amendment.

In the Resolution dated April 16, 2024 (published in the “BOE” of May 15), the Directorate General of Legal Security and Public Faith (DGSJFP) heard an appeal against the negative qualification of a deed of resolutions adopted by an SLP, which contained a change in the structure of the administrative body, appointing a sole administrator and the modification of the bylaws regarding the form of convening the general meetings.

The negative qualification was due to the failure to comply with Article 287 of the Capital Companies Law, referring to the right of the shareholders to examine the full text of the amendment at the registered office.

In this regard, the DGSJFP rejected the negative rating because the announcement of the call expressed with sufficient clarity the content of the amendment to the bylaws, the resolutions to be submitted for debate and the proposal of the new articles of the bylaws. Likewise, the DGSJFP assessed the quality of the three sole partners as joint administrators of the company, who had the duty to be informed of the company’s progress and who had access to the company’s information.

Furthermore, the DGSJFP verified that the three partners were present at the meeting, so that a new convocation would in no way change the result of what was agreed and could not be qualified as a violation of the individual rights of the partners.

Finally, it dismissed that the omission of one of the means of enforcing the right to information, specifically the delivery or sending of documents, does not lead to a deprivation of the right to information, since the right to information is a legal right, while the announcement is merely functional.