Written shareholders’ meetings without session in Spain

Written shareholders’ meetings without session in Spain

Written shareholders’ meetings without session in Spain: requirements, advantages and practical tips
Spanish corporate law is evolving to respond to the demands of modern business, where efficiency and speed are key. Among the most innovative mechanisms is the shareholders’ meeting held in writing and without session, a procedure that allows resolutions to be adopted without a simultaneous physical or virtual gathering.

Requirements for a written meeting without a session

In this system, the company circulates proposed resolutions and supporting documentation to all shareholders. Each shareholder casts their vote in writing (either on paper or via secure electronic means) within a set deadline. Once all votes are collected, the company drafts minutes recording the procedure, shareholder consents, and voting results. These minutes have the same legal validity as if the meeting had been held in the traditional way.

The Spanish Companies Act (Ley de Sociedades de Capital, LSC), in its Article 159, states that shareholders decide on company matters in general meeting. For years this was interpreted as requiring an actual meeting. However, the Act also allows boards of directors in public limited companies to adopt resolutions in writing and without session. That exception paved the way for extending the concept to shareholders’ meetings, provided that the company’s bylaws expressly authorize it. The Directorate General for Legal Security and Public Faith (DGSJFP) has endorsed this interpretation, confirming in recent rulings that bylaw clauses enabling written meetings are admissible and effective.

Registration of statutory clauses

Therefore, the first and most important requirement is to include in the bylaws a clause expressly permitting written meetings without session. Without this clause, resolutions may be rejected by the Mercantile Registry and risk being declared invalid. Once the clause exists, it is also essential that all shareholders agree to use the procedure in each specific case. Unanimity is not required in the substance of the resolutions, since majorities established by law or bylaws continue to apply, but unanimity is required to replace the meeting with written voting.

Another condition is that agenda items must be clear and closed, allowing straightforward yes or no answers. Complex issues that demand real-time debate are not suitable for this mechanism. Equally important is ensuring the authenticity of votes. Secure channels such as qualified electronic signatures, certified communications or digital platforms are indispensable to prevent disputes.

Deliberative nature of the meeting

Finally, the minutes of the process must be carefully drafted. They should reflect the call, the consent of shareholders, the means of communication used, the votes cast, and the final outcome. For major resolutions such as bylaw amendments or capital increases, involving a notary is highly advisable, as it enhances legal certainty and facilitates registration with the Mercantile Registry.

The advantages of this procedure are significant. It allows companies to adopt decisions more quickly, reduce costs, and involve shareholders who are geographically dispersed. It also offers a safer alternative to the risky practice of simulating universal meetings on paper, since here the process is properly documented and recognized by law.

Nevertheless, limitations exist. A single shareholder can block the procedure simply by refusing consent, making it best suited for closely-held companies with a cooperative shareholder base. Moreover, the absence of live debate may be a drawback when the matters at hand require negotiation or detailed discussion. For this reason, the written procedure should be reserved for routine or consensual decisions, leaving traditional or telematic meetings for more contentious issues.

In practice, the most effective approach is to accompany the bylaw amendment with an internal protocol that sets deadlines, defines secure voting channels, guarantees the right to information, and provides a standard minute format. With these safeguards, written meetings without session become a modern and reliable tool, enabling companies to combine efficiency with legal security.

Ultimately, this mechanism reflects the gradual shift in Spanish corporate law towards more flexible governance models. It offers companies the ability to respond quickly to business challenges while ensuring that decisions remain legally robust and transparent.