Capital Companies Act · 05

The general meeting

Title V, articles 159 to 208: what the meeting alone may decide, who can force one to be held, how notice must be given, who may attend and vote, the majorities an S.L. actually needs, the minutes, and the narrow door for challenging a resolution.

Unofficial English translation from the Spanish by Voixa Consultors S.L. Alexander Baranov is responsible for the translation. Source: Real Decreto Legislativo 1/2010, consolidated text of the Capital Companies Act, BOE-A-2010-10544 ↗. Check wording, figures, dates and legal effect against the Spanish original before relying on this reading. Source snapshot: 5 November 2026. Several provisions in this title govern the S.A. alone — the supplementary agenda in article 172, second call in article 177, attendance thresholds in article 179(2) and (3), proxies in articles 184 and 186, remote voting in article 189, quorum in articles 193 and 194, the information right in article 197 and the majorities in article 201. They are not reproduced here; the corresponding limited-company rules are.

Where control actually sits

Two articles decide most disputes in a small company. Article 160.f) pulls any disposal of an essential asset back to the members, with anything above a quarter of the balance sheet presumed essential. Article 198 then sets the majority, and it is not the one most founders assume: a resolution passes on a majority of the votes cast only if those votes also reach a third of all the capital. Everything else in this title — notice, attendance, proxies, minutes — is machinery around those two.

Chapter I. The general meeting

Article 159. General meeting

1. The members, meeting in general meeting, shall decide by the majority established by law or by the articles of association on matters within the competence of the meeting.

2. All members, including dissenters and those who did not take part in the meeting, are bound by the resolutions of the general meeting.

Chapter II. Competence of the meeting

Article 160. Competence of the meeting

It is within the competence of the general meeting to deliberate and resolve on the following matters:

a) The approval of the annual accounts, the application of the result and the approval of the management of the company.

b) The appointment and removal of the administrators, of the liquidators and, where applicable, of the auditors, and the bringing of the corporate liability action against any of them.

c) The amendment of the articles of association.

d) The increase and reduction of the share capital.

e) The suppression or limitation of the pre-emptive subscription right and of the pre-emption right.

f) The acquisition, the disposal or the contribution to another company of essential assets. An asset is presumed to be essential where the amount of the transaction exceeds twenty-five per cent of the value of the assets shown in the last approved balance sheet.

g) The transformation, merger, division or global assignment of assets and liabilities.

h) The dissolution of the company.

i) The approval of the final liquidation balance sheet.

j) Any other matters determined by law or by the articles of association.

Letter f) is the one that catches directors. Selling, buying or contributing an essential asset is not a management decision: it belongs to the members. The Act does not define “essential”, it presumes it — anything above a quarter of the assets on the last approved balance sheet. For a small company that threshold arrives quickly: a single property, a key contract, the business itself. A sole administrator who signs without a members’ resolution is acting outside the competence the law gives them.

Article 161. Intervention of the general meeting in management matters

Unless the articles of association provide otherwise, the general meeting of capital companies may give instructions to the administrative body, or make the adoption by that body of decisions or resolutions on particular management matters subject to its authorisation, without prejudice to article 234.

Article 162. Granting of credit and guarantees to members and administrators

1. In the limited liability company the general meeting may, by a specific resolution in each case, advance funds, grant credits or loans, provide guarantees and give financial assistance to its members and administrators.

2. A resolution of the general meeting shall not be necessary to carry out the foregoing acts in favour of another company belonging to the same group.

A loan from the company to its own director needs a resolution for that loan. Article 162 requires a specific resolution in each case — a standing authorisation in the articles will not do. Current accounts between a sole member and their company, informal advances and guarantees given for a director’s personal borrowing all fall here. Transactions with another group company are the stated exception.

Chapter III. Classes of meeting

Article 163. Classes of meeting

The general meetings of capital companies may be ordinary or extraordinary.

Article 164. Ordinary meeting

1. The ordinary general meeting, previously convened for that purpose, shall necessarily be held within the first six months of each financial year in order to approve, where appropriate, the management of the company and the accounts of the preceding year, and to resolve on the application of the result.

2. The ordinary general meeting shall be valid even if it has been convened or is held outside that period.

Paragraph 2 saves a great many Spanish companies. The six-month deadline is real, and missing it exposes the administrators, but a meeting held in September to approve the previous year’s accounts is still a valid ordinary meeting. Lateness does not void what was resolved.

Article 165. Extraordinary meeting

Any meeting other than the one provided for in the preceding article shall be regarded as an extraordinary general meeting.

Chapter IV. Notice of meeting

Article 166. Competence to convene

The general meeting shall be convened by the administrators and, where appropriate, by the liquidators of the company.

Article 167. Duty to convene

The administrators shall convene the general meeting whenever they consider it necessary or appropriate in the company’s interests, and in any event on the dates or in the periods determined by law and by the articles of association.

Article 168. Request to convene by the minority

The administrators must convene the general meeting when requested by one or more members representing at least five per cent of the share capital, stating in the request the matters to be dealt with.

In that case, the general meeting must be convened to be held within the two months following the date on which the administrators were required by notarial act to convene it, and the matters that were the subject of the request must necessarily be included on the agenda.

The five per cent request only starts the clock if it goes through a notary. The two-month period runs from the notarial requirement, not from an email or a letter. A minority member who asks informally and is ignored has not started anything; the same request served notarially puts the administrators on a deadline and opens the route in article 169.

Article 169. Competence for the convening

1. If the ordinary general meeting, or the general meetings provided for in the articles of association, are not convened within the corresponding period laid down by law or by the articles, they may be convened, at the request of any member and after hearing the administrators, by the Court Registrar or the Commercial Registrar of the registered office.

2. If the administrators do not duly attend to the request to convene the general meeting made by the minority, the meeting may be convened, after hearing the administrators, by the Court Registrar or by the Commercial Registrar of the registered office.

Article 170. Rules on convening

1. The Court Registrar shall convene the general meeting in accordance with the legislation on non-contentious jurisdiction.

2. The Commercial Registrar shall convene the general meeting within one month from the date on which the request was made, shall indicate the place, day and time for the meeting and the agenda, and shall designate the chair and secretary of the meeting.

3. No appeal shall lie against the decision resolving to convene the general meeting.

4. The costs of the registry convening shall be borne by the company.

Article 171. Convening in special cases

In the event of the death or cessation of the sole administrator, of all the joint and several administrators, of one of the joint administrators, or of the majority of the members of the board of directors, where there are no alternates, any member may request the Court Registrar or the Commercial Registrar of the registered office to convene a general meeting for the appointment of administrators.

In addition, any of the administrators remaining in office may convene the general meeting for that sole purpose.

This is the article that unblocks a company whose only director has died or resigned. Without it there would be nobody able to convene the meeting that appoints a replacement. Any member may go to the registrar; and a surviving joint administrator may convene, but only to appoint administrators.

Article 173. Form of the notice

1. The general meeting shall be convened by notice published on the company’s website if one has been created, registered and published on the terms provided for in article 11 bis. Where the company has not resolved to create its website, or it is not yet duly registered and published, the notice shall be published in the Boletín Oficial del Registro Mercantil and in one of the newspapers with the largest circulation in the province in which the registered office is situated.

2. In place of the form of notice provided for in the preceding paragraph, the articles of association may provide that notice be given by any procedure of individual written communication ensuring receipt of the notice by all members at the address designated for that purpose or at the address appearing in the company’s records. In the case of members resident abroad, the articles of association may provide that they shall be given individual notice only if they have designated a place in national territory for notifications.

3. The articles of association may establish additional publicity mechanisms to those provided for by law, and may require the company to operate an electronic system alerting members to notices of meeting posted on the company’s website.

Without the right clause in the articles, convening a meeting means a newspaper advertisement. The default in paragraph 1 is the registered corporate website or, failing that, the BORME plus a provincial newspaper — expensive and slow for a two-member company. Paragraph 2 allows individual written notice instead, but only if the articles say so. This is one of the clauses most worth checking in a template set of articles.

A member abroad can be left out, lawfully. The last sentence of paragraph 2 lets the articles provide that members resident abroad receive individual notice only if they have designated an address in Spain. A foreign founder who never designates one may find meetings validly held without notice reaching them.

Article 174. Content of the notice

1. In every case, the notice shall state the name of the company, the date and time of the meeting, the agenda setting out the matters to be dealt with, and the office of the person or persons giving the notice.

Article 175. Place of the meeting

Unless the articles of association provide otherwise, the general meeting shall be held in the municipality where the company has its registered office. If the notice does not state the place of the meeting, it shall be understood that the meeting has been convened to be held at the registered office.

Article 176. Notice period

1. Between the notice and the date set for the meeting there must be a period of at least one month in public limited companies and fifteen days in limited liability companies. The provisions on the supplementary agenda are unaffected.

2. Where individual notice is given to each member, the period shall be counted from the date on which the notice was sent to the last of them.

Chapter V. Universal meeting

Article 178. Universal meeting

1. The general meeting shall be validly constituted to deal with any matter, without prior notice, provided that the whole of the share capital is present or represented and the participants unanimously accept the holding of the meeting.

2. The universal meeting may be held anywhere in national territory or abroad.

For most small companies this is how meetings actually happen. If everyone is present and everyone agrees to hold the meeting, none of the notice machinery applies and any matter may be dealt with. Paragraph 2 also lifts the geographic limit in article 175: a universal meeting may be held abroad, which matters when the members live elsewhere.

Chapter VI. Attendance, representation and voting

Article 179. Right to attend

1. In the limited liability company all members have the right to attend the general meeting. The articles of association may not require the holding of a minimum number of quotas in order to attend the general meeting.

Article 180. Duty of the administrators to attend

The administrators must attend general meetings.

Article 181. Authorisation to attend

1. The articles of association may authorise or require the attendance of directors, managers, technical staff and other persons with an interest in the good running of the company’s affairs.

2. The chair of the general meeting may authorise the attendance of any other person they consider appropriate. The meeting may nevertheless revoke that authorisation.

3. The preceding paragraph shall apply to the limited liability company, unless the articles of association provide otherwise.

Article 182. Attendance by electronic means

If the articles of association provide for the possibility of attending the meeting by electronic means which duly guarantee the identity of the person, the notice shall describe the periods, forms and manner of exercise of the members’ rights provided for by the administrators to allow the meeting to proceed properly. In particular, the administrators may determine that contributions and proposed resolutions which those attending by electronic means intend to put forward under this Act be sent to the company before the meeting is constituted. Replies to members or their representatives who, attending electronically, exercise their right of information during the meeting shall be given during the meeting itself or in writing within the seven days following the end of the meeting.

Article 182 bis. Wholly electronic meeting

1. In addition to the preceding article, the articles of association may authorise the administrators to convene meetings to be held without the physical attendance of the members or their representatives. In anything not provided for in this provision, wholly electronic meetings shall be subject to the general rules applicable to meetings held in person, adapted where appropriate to the particular features arising from their nature.

2. The amendment to the articles of association authorising the convening of wholly electronic meetings must be approved by members representing at least two thirds of the capital present or represented at the meeting.

3. The holding of a wholly electronic meeting shall in every case be subject to the identity and standing of the members and their representatives being duly guaranteed, and to all those attending being able to participate effectively in the meeting by appropriate means of distance communication, such as audio or video, supplemented by the possibility of written messages during the course of the meeting, both in order to exercise in real time their rights to speak, to information, to make proposals and to vote, and in order to follow the contributions of the other participants by those means. To that end, the administrators must implement the necessary measures in accordance with the state of the art and the circumstances of the company, in particular the number of its members.

4. The notice of meeting shall state the formalities and procedures to be followed for registration and for drawing up the list of those attending, for the exercise by them of their rights, and for the proper recording in the minutes of the conduct of the meeting. Attendance may in no case be made subject to registration more than one hour before the scheduled start of the meeting.

5. Replies to members or their representatives exercising their right of information during the meeting shall be governed by article 182.

6. The wholly electronic meeting shall be regarded as held at the registered office, irrespective of where the chair of the meeting is located.

7. The provisions of this article shall apply equally to the limited liability company.

A fully remote meeting needs a clause in the articles, and that clause needs two thirds. Electronic attendance alongside a physical meeting is one thing, article 182; holding the meeting with nobody in the room is another, and article 182 bis requires the articles to authorise it. The amendment introducing that authorisation itself needs two thirds of the capital present. For a company whose members live in different countries, this is worth putting in the articles at incorporation rather than negotiating later.

Article 183. Voluntary representation at the general meeting of the limited liability company

1. A member may be represented at the general meeting only by their spouse, ascendant or descendant, by another member, or by a person holding a general power of attorney granted in a public document with powers to administer all the assets the represented member has in national territory.

The articles of association may authorise representation by other persons.

2. The representation must be conferred in writing. If it is not recorded in a public document, it must be specific to each meeting.

3. The representation shall cover all the quotas held by the member represented.

You cannot simply send your lawyer. In an S.L. the list of permitted representatives is closed unless the articles widen it: spouse, ascendant, descendant, another member, or the holder of a general power of attorney over all the member’s Spanish assets. A specific proxy to an adviser does not qualify. And paragraph 3 forbids splitting: the proxy carries all the member’s quotas or none.

Article 185. Revocation of the representation

Representation is always revocable. Personal attendance at the meeting by the member represented shall have the effect of revocation.

Article 187. Inapplicability of the restrictions

The statutory restrictions set out in articles 184 and 186 shall not apply where the representative is the spouse, an ascendant or a descendant of the person represented, nor where the representative holds a general power of attorney granted in a public document with powers to administer all the assets the person represented has in national territory.

Article 188. Voting rights

1. In the limited liability company, unless the articles of association provide otherwise, each quota confers on its holder the right to cast one vote.

“Unless the articles provide otherwise” is doing real work here. One quota, one vote is only the default in an S.L. The articles may depart from it, which is the practical counterpart of article 96.3 on the earlier page: quotas with multiple votes are lawful in a limited company and unlawful in a public one.

Article 190. Conflict of interests

1. A member may not exercise the voting rights attaching to their shares or quotas where the resolution to be adopted concerns:

a) authorising them to transfer shares or quotas subject to a restriction imposed by law or by the articles of association,

b) excluding them from the company,

c) releasing them from an obligation or granting them a right,

d) giving them any kind of financial assistance, including the provision of guarantees in their favour, or

e) dispensing them from the obligations arising from the duty of loyalty in accordance with article 230.

In public limited companies, the prohibition on exercising voting rights in the cases covered by letters a) and b) above shall apply only where that prohibition is expressly provided for in the corresponding provisions of the articles of association governing the restriction on free transfer or the exclusion.

2. The shares or quotas of a member who is in one of the conflict-of-interest situations referred to in the preceding paragraph shall be deducted from the share capital for the purpose of computing the majority required in each case.

3. In cases of conflict of interest other than those provided for in paragraph 1, members shall not be deprived of their voting rights. However, where the vote of the member or members in conflict was decisive for the adoption of the resolution, the burden of proving that the resolution conforms to the company’s interest shall fall, in the event of a challenge, on the company and, where applicable, on the member or members affected by the conflict. Those challenging shall bear the burden of establishing the conflict of interest. Resolutions relating to the appointment, removal, revocation and calling to account of administrators, and any other resolutions of analogous meaning in which the conflict of interest relates exclusively to the position the member holds in the company, are excepted from this rule. In those cases, those challenging shall bear the burden of establishing the harm to the company’s interest.

Paragraph 2 can turn a minority into a majority. Where a member is barred from voting under paragraph 1, their quotas are not merely silent: they are deducted from the capital figure used to compute the majority. A 60 per cent holder asking to be released from an obligation is excluded from the vote and from the denominator, so the remaining 40 per cent decides alone.

Outside that list the vote stands, but the burden of proof moves. Under paragraph 3 a conflicted member may vote; if their vote decided the matter and the resolution is challenged, it is for the company to prove the resolution served the company’s interest. The exception is anything about appointing or removing administrators, where the challenger keeps the burden.

Chapter VII. Constitution of the meeting and adoption of resolutions

Article 191. Officers of the meeting

Unless the articles of association provide otherwise, the chair and the secretary of the general meeting shall be those of the board of directors and, failing that, those designated by the members attending at the start of the meeting.

Article 192. List of those attending

1. Before proceeding to the agenda, a list of those attending shall be drawn up, stating the capacity or representation of each and the number of quotas or shares, their own or others’, with which they are attending.

2. At the end of the list the number of members present or represented shall be determined, and the amount of capital they hold, specifying the amount corresponding to members with voting rights.

3. In limited liability companies the list of those attending shall necessarily be included in the minutes.

Article 195. Adjournment of sessions

1. General meetings shall be held on the day stated in the notice, but their sessions may be adjourned over one or more consecutive days.

2. The adjournment may be resolved on at the proposal of the administrators or at the request of a number of members representing a quarter of the capital present at the meeting.

3. Whatever the number of sessions over which the meeting is held, it shall be regarded as a single meeting, and a single set of minutes shall be drawn up for all the sessions.

Article 196. Right of information in the limited liability company

1. Members of a limited liability company may request in writing, before the general meeting, or orally during it, the reports or clarifications they consider necessary concerning the matters on the agenda.

2. The administrative body shall be obliged to provide them, orally or in writing according to the time and nature of the information requested, except in cases where, in the opinion of that body, disclosure would harm the company’s interest.

3. Information may not be refused where the request is supported by members representing at least twenty-five per cent of the share capital.

The administrators judge whether disclosure harms the company, until a quarter of the capital asks. Paragraph 2 gives the board the discretion to refuse; paragraph 3 removes it once the request carries twenty-five per cent. A minority below that threshold has an information right the board may lawfully decline to satisfy.

Article 197 bis. Separate voting by matter

1. At the general meeting, matters that are substantially independent must be voted on separately.

2. In every case, even if they appear under the same item on the agenda, the following must be voted on separately:

a) the appointment, ratification, re-election or removal of each administrator;

b) in an amendment of the articles of association, each article or group of articles having its own autonomy;

c) matters in respect of which the articles of association so provide.

Article 198. Ordinary majority

In the limited liability company, company resolutions shall be adopted by a majority of the votes validly cast, provided that they represent at least one third of the votes corresponding to the quotas into which the share capital is divided. Blank votes shall not be counted.

A majority of those voting is not enough on its own. Article 198 adds a floor: the votes in favour must also reach a third of all the votes in the company, not a third of those present. In a company where several members stay away, a resolution can command every vote cast and still fail. Blank votes are disregarded entirely, which makes abstention a way of lowering the denominator of the first test but not of the second.

Article 199. Reinforced statutory majority

By way of exception to the preceding article:

a) An increase or reduction of capital and any other amendment of the articles of association shall require the favourable vote of more than half of the votes corresponding to the quotas into which the share capital is divided.

b) Authorising the administrators to engage, on their own account or on behalf of another, in the same, a similar or a complementary line of activity to that constituting the corporate object; the suppression or limitation of the pre-emption right in capital increases; transformation, merger, division, global assignment of assets and liabilities, and the exclusion of members shall require the favourable vote of at least two thirds of the votes corresponding to the quotas into which the share capital is divided.

These thresholds are measured against all the capital, not against the meeting. Half plus one of the entire capital to change the articles; two thirds of the entire capital to let a director compete, to remove pre-emption, to merge or to expel a member. A holder of just over a third therefore has a veto on every item in letter b), whether or not they attend.

Article 200. Reinforced majority in the articles of association

1. For all or certain specified matters, the articles of association may require a percentage of favourable votes higher than that established by law, without reaching unanimity.

2. The articles of association may require, in addition to the proportion of votes established by law or by the articles, the favourable vote of a given number of members.

Unanimity may not be written into the articles, but a head-count may. Paragraph 1 stops short of unanimity deliberately: a clause requiring every member’s vote would let any one of them paralyse the company. Paragraph 2 allows something close in effect for a small company — a requirement that a given number of members, not merely a percentage of capital, vote in favour.

Chapter VIII. Minutes of the meeting

Article 202. Minutes of the meeting

1. All company resolutions must be recorded in minutes.

2. The minutes must be approved by the meeting itself at the end of it or, failing that, within fifteen days, by the chair of the general meeting and two scrutineer members, one representing the majority and the other the minority.

3. Company resolutions may be implemented from the date of approval of the minutes recording them.

Article 203. Notarial minutes

1. The administrators may require the presence of a notary to draw up the minutes of the general meeting, and shall be obliged to do so whenever, five days before the date set for the meeting, members representing at least one per cent of the share capital in a public limited company, or five per cent in a limited liability company, so request. In that case, the resolutions shall be effective only if recorded in notarial minutes.

2. The notarial minutes shall not be subject to approval, shall be regarded as the minutes of the meeting, and the resolutions recorded in them may be implemented from the date they are closed.

3. The notary’s fees shall be borne by the company.

Five per cent can make the notary’s presence a condition of validity. A request made five days ahead by holders of five per cent of an S.L. obliges the administrators to bring in a notary, and if they do not, the resolutions passed are simply not effective. It is the strongest single tool a minority has in this title, and it costs them nothing: the fees fall on the company.

Resolutions are not implementable until the minutes are approved. Article 202.3 ties execution to approval of the minutes — at the meeting itself, or within fifteen days by the chair and two scrutineers. Notarial minutes avoid the wait: they need no approval and take effect when closed.

Chapter IX. Challenging resolutions

Article 204. Resolutions open to challenge

1. Company resolutions which are contrary to the law, which conflict with the articles of association or with the rules of the company’s general meeting, or which harm the company’s interest for the benefit of one or more members or of third parties, may be challenged.

Harm to the company’s interest also arises where the resolution, although causing no damage to the company’s assets, is imposed abusively by the majority. A resolution is regarded as imposed abusively where, without meeting a reasonable need of the company, it is adopted by the majority in its own interest and to the unjustified detriment of the other members.

2. A company resolution may not be challenged where it has been set aside or validly replaced by another adopted before the challenge was filed. If the revocation or replacement took place after filing, the court shall make an order terminating the proceedings because their subject matter has ceased to exist.

The provisions of this paragraph are without prejudice to the right of the challenger to seek the removal of the effects, or compensation for the damage, that the resolution caused them while it was in force.

3. Nor may a resolution be challenged on the following grounds:

a) Breach of purely procedural requirements laid down by law, by the articles of association or by the rules of the general meeting or of the board, for the convening or constitution of the body or for the adoption of the resolution, unless the breach relates to the form and notice period of the convening, to the essential rules for constituting the body or to the majorities required for adopting resolutions, or is otherwise of material significance.

b) The incorrectness or insufficiency of information provided by the company in response to the exercise of the right of information before the meeting, unless the incorrect or withheld information would have been essential to the reasonable exercise by the average shareholder or member of the right to vote or of any of the other participation rights.

c) The participation in the meeting of persons without standing, unless that participation was decisive for the constitution of the body.

d) The invalidity of one or more votes or the erroneous counting of those cast, unless the invalid vote or the counting error was decisive for achieving the required majority.

Once the claim has been filed, the question whether the grounds of challenge provided for in this paragraph are essential or decisive shall be raised as an incidental question to be ruled on first.

The abuse test in paragraph 1 reaches resolutions that cost the company nothing. A majority that keeps profits undistributed year after year, or routes an opportunity through a company it alone controls, may harm no asset of the company and still be acting abusively: the test is a resolution adopted without a reasonable business need, in the majority’s own interest and to the unjustified detriment of the others. This is the provision a squeezed minority relies on.

Paragraph 3 closes most technical challenges. Procedural slips, imperfect answers to an information request, an outsider in the room and a miscounted vote are all excluded unless they were decisive or material. Deficient notice, breach of the essential rules for constituting the meeting and a wrong majority remain challengeable — those are the four things worth getting right.

Article 205. Limitation of the challenge action

1. The action to challenge company resolutions shall lapse after one year, unless it concerns resolutions which by their circumstances, cause or content are contrary to public policy, in which case the action shall neither lapse nor be time-barred.

2. The limitation period shall be counted from the date the resolution was adopted if it was adopted at a members’ meeting or at a meeting of the board of directors, and from the date of receipt of a copy of the minutes if the resolution was adopted in writing. If the resolution has been registered, the limitation period shall be counted from the date on which the registration becomes effective against third parties.

Article 206. Standing to challenge

1. Any of the administrators, third parties who establish a legitimate interest, and members who acquired that status before the resolution was adopted, provided that they represent, individually or jointly, at least one per cent of the capital, have standing to challenge company resolutions.

The articles of association may reduce the percentages of capital indicated and, in any event, members who do not reach them shall be entitled to compensation for the damage the challengeable resolution has caused them.

2. Any member, even if they acquired that status after the resolution, any administrator and any third party shall have standing to challenge resolutions that are contrary to public policy.

3. Challenge actions must be directed against the company. Where the claimant is the sole representative of the company and the meeting has not designated anyone for that purpose, the court hearing the challenge shall appoint the person to represent it in the proceedings, from among the members who voted in favour of the challenged resolution.

4. Members who voted in favour of the challenged resolution may intervene in the proceedings at their own cost to maintain its validity.

5. A person who had the opportunity to raise formal defects in the process of adopting the resolution at the proper time, and did not do so, may not plead them.

One per cent, and you must have been a member when it happened. Standing requires both a holding of at least one per cent, which the articles may lower but not raise, and membership predating the resolution. Below that threshold the remedy is damages, not annulment. And paragraph 5 bars anyone who saw a formal defect at the meeting and said nothing from relying on it later.

Article 207. Challenge procedure

1. Challenges to company resolutions shall follow the steps of ordinary proceedings and the provisions of the Civil Procedure Act.

2. Where it is possible to remove the ground of challenge, the court shall, at the request of the defendant company, grant a reasonable period for it to be remedied.

Article 208. Judgment upholding the challenge

1. A final judgment declaring a registrable resolution void must be registered at the Commercial Registry. The Boletín Oficial del Registro Mercantil shall publish an extract.

2. Where the challenged resolution was registered at the Commercial Registry, the judgment shall additionally order the cancellation of its registration and of any subsequent entries inconsistent with it.

Where this sits

Title VI, on the next page, turns to the people who run the company: how administrators are appointed and removed, the duties of care and loyalty, what they may be paid, and the two actions that can be brought against them.

Nothing here is advice on your own position, and this reading is not the official text. Spain publishes no official English version of this Act; where the wording matters to a decision, read it against the Spanish original linked above.