{"id":16995,"date":"2025-09-26T11:01:51","date_gmt":"2025-09-26T11:01:51","guid":{"rendered":"https:\/\/seegman.com\/amendment-of-article-365-3-of-the-capital-companies-act-lsc-nine-months-on\/"},"modified":"2026-02-11T16:00:28","modified_gmt":"2026-02-11T16:00:28","slug":"amendment-of-article-365-3-of-the-capital-companies-act-lsc-nine-months-on","status":"publish","type":"post","link":"https:\/\/seegman.com\/en\/amendment-of-article-365-3-of-the-capital-companies-act-lsc-nine-months-on\/","title":{"rendered":"Amendment of Article 365.3 of the Capital Companies Act (LSC): Nine Months On"},"content":{"rendered":"\t\t
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Amendment of Article 365.3 of the Capital Companies Act (LSC): Nine Months On<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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Executive summary<\/strong><\/h2>\n

In January 2025, the Organic Law 1\/2025 was introduced, which amended article 365.3 of Spain\u2019s Companies Act (LSC). The reform grants company directors a special two-month period to convene a General Shareholders\u2019 Meeting, which begins when the court is notified that the company has entered into creditor negotiations for a restructuring plan (article 585 TRLC). We will assess how this provision is being applied in practice and its impact on SMEs and corporate groups, since it came into effect nine months ago.<\/p>\n

Legal framework and purpose of the Reform of the Capital Companies Act<\/strong><\/h2>\n

Article 365 LSC sets out the directors\u2019 duty to call a shareholders\u2019 meeting when a cause of dissolution arises. Before the reform, the general rule was a two-month deadline from the date the cause became known. The new section 3 introduces a special rule for companies in pre-insolvency negotiations, granting an additional two months from the date of the court\u2019s notification. The aim is to prevent automatic dissolution while the company is still negotiating a restructuring plan with its creditors.<\/p>\n

Application in practice of Article 365.3 of the Capital Companies Act<\/strong><\/h2>\n

The amendment of Article 365.3 of the Capital Companies Act (LSC) not only alters the legal deadlines for convening the General Meeting, but also introduces new challenges and opportunities in the day-to-day management of companies in pre-insolvency proceedings.<\/p>\n