{"id":17525,"date":"2025-01-31T06:00:20","date_gmt":"2025-01-31T06:00:20","guid":{"rendered":"https:\/\/letslaw.es\/?p=17525"},"modified":"2025-01-09T15:56:26","modified_gmt":"2025-01-09T15:56:26","slug":"virtual-general-meetings","status":"publish","type":"post","link":"https:\/\/letslaw.es\/en\/virtual-general-meetings\/","title":{"rendered":"Virtual general meetings in Limited Liability Companies (SL)"},"content":{"rendered":"

In the realm of business digitalisation, virtual general meetings have emerged as a vital tool for managing <\/span>Limited Liability Companies<\/span><\/a> (LLC) (SL or Sociedades Limitadas in Spanish). This model <\/span>enables members to make collective decisions from anywhere<\/b>, adapting to the demands of a modern, globalised environment.<\/span><\/p>\n

The enactment of Law 5\/2021, which amended the Spanish Companies Act (Ley de Sociedades de Capital, LSC), introduced the concept of exclusively virtual meetings as a permanent option for LLCs, provided that their articles of association explicitly allow it. These meetings enable members <\/span>to interact and exercise their rights to participate, vote, and deliberate through secure digital platforms that ensure authenticity and safety<\/b>.<\/span><\/p>\n

The current legal framework responds to the need to adapt business practices to technological advancements, overcoming the constraints of physical presence and ensuring operational continuity in critical contexts.<\/span><\/p>\n

For an LLC to hold virtual general meetings, specific technical and legal requirements must be met:<\/span><\/p>\n

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  1. Provision in the articles of association<\/b>: the company’s articles of incorporation must include a specific clause authorising exclusively virtual meetings. Introducing this clause requires approval during a physical or hybrid meeting, following the majorities established by the LSC.<\/span><\/li>\n
  2. Technological guarantees<\/b>: the technology used must reliably identify members, allow real-time transmission of the meeting, and ensure the exercise of members\u2019 rights to speak and vote throughout the session.<\/span><\/li>\n
  3. Notice and quorum<\/b>: notices must comply with the legal deadlines and requirements, ensuring all members have access to the necessary digital tools. The quorum depends on the matters under discussion. For strategic decisions, the approval of at least two-thirds of the capital present or represented is generally required.<\/span><\/li>\n
  4. Minutes and formalities<\/b>: decisions made during the meeting must be documented in minutes, which must be electronically signed to ensure their legal validity.<\/span><\/li>\n<\/ol>\n

     <\/p>\n

    Virtual meetings bring numerous benefits to LLCs, including:<\/span><\/p>\n