Convening a General Meeting can seem like a complex and daunting task, especially if you are not familiar with the legal requirements and proper procedures. If you have ever wondered when and how to call an Ordinary General Meeting, you are in the right place. Here I will explain, in a clear and concise manner, all the steps and requirements necessary to make this call a success. In addition, I will address the specific regulations, so that you will not have any doubts about how to proceed legally.
When should an ordinary general meeting be called?
The Ordinary General Meeting is generally convened once a year. It is decisive for the approval of the annual accounts and the management of other important matters. This meeting must be held within the first six months of the financial year.
Who convenes the general meeting?
The calling of the General Meeting is regulated by the Capital Companies Act, specifically in Article 160, and usually corresponds to the company’s administrative body. This includes the board of directors or the sole administrator, depending on the structure of the company.
How is an ordinary general meeting called?
To call an Ordinary General Meeting, the following steps must be followed:
- Prepare the agenda: Detail the items to be discussed.
- Communication with the shareholders: publicity: Send the notice sufficiently in advance. The LSC provides that the communication of the notice must be individual and in writing, and recently, the DGRN admits e-mail as a valid means of notification, provided that acknowledgement of receipt is allowed and the bylaws contemplate it.
- Publicity of the announcement: In the absence of the above, in accordance with the LSC, a supplementary legal regime of publicity is established, whereby the Meeting must be called by means of an announcement published on the company’s website (if it has been created, registered and published in the BORME in the terms legally provided for). Otherwise, in the BORME and in one of the most widely circulated newspapers in the province of the registered office.
What are these requirements?
The requirements for convening an Ordinary General Meeting are set forth in Article 173 of the Capital Companies Act (Act 1/2010, of July 2). This article establishes the specific regulations on the convening of general meetings and details the formal requirements that must be met:
- Advance notice: The notice must be sent at least 15 days in advance in an LLC and one mess in an SA.
- Content: Include the date, time, place of the meeting and detailed agenda.
- Notification: Send the call following the requirements indicated in the previous section.
- Quorum: Ensure the presence of the necessary quorum, according to the company’s bylaws.
Contents of the call for proposals
The content of the call should include:
- Date, time and place: To ensure attendance.
- Agenda: Detailed list of items to be discussed.
- Member Rights: Information on how members can participate and vote.
In addition, it is necessary to refer to the right to information in relation to the notice of the meeting, which is guaranteed by the Capital Companies Act, allowing shareholders access to relevant documentation prior to the meeting, including:
- Mandatory Documentation: Members are entitled to receive the official notice of the meeting with all meeting details, such as date, time, place and agenda.
- Access to Complementary Documentation: In addition, they have the right to obtain access to complementary documents that must be available for consultation at the company’s head office.
- Questions and clarifications: Members may ask questions on items on the agenda during the meeting, and the company is obliged to provide clear and complete answers.
Conclusion
Convening an Ordinary General Meeting implies complying with precise regulations to ensure transparency and effective participation of shareholders. A well-managed call strengthens corporate governance and facilitates informed decisions for business growth.
