By law, companies must hold an Annual General Meeting every year to approve the Annual Accounts, as well as discuss any remaining issues that may be decided. In this publication, we will analyze your process of convocation in both limited companies and corporations. In addition, there are the Extraordinary General Meetings, which are convened to deal with other matters of importance that arise throughout the year.
When should an Ordinary General Meeting be called?
If the company is an INC, Ordinary General Meetings must be convened with a minimum notice of one month, whereas if it is a limited company, the minimum period required is 15 days. The ordinary general meeting must be held within 6 months after the closing date of the fiscal year, therefore, if the company closes the year on December 31st, has a deadline of June 30th to hold a said meeting. As of the date of the meeting, a period of one month is available to file the Annual Accounts in the Mercantile Registry.
On the other hand, the Annual Accounts to be approved by the Board must have been formulated by the Directors (the Directors or the Board of Directors) within the first 3 months from the close of the fiscal year and should have been legalized together with the mandatory accounting books within 4 months from the closing. In the case of an Extraordinary General Meeting, if a volume of members representing at least 5% of the share capital calls for the convening of a General Meeting, the deadline for holding it is 2 months. In this case, the agenda will be adjusted to what is requested by the partners.
Who summons the General Meeting?
Both the Ordinary General Meetings and the Extraordinary General Meetings are called by the directors of the company. If they do not summon them within the established deadlines, they could be called by the Judicial Secretary or by the Mercantile Registrar of the company’s domicile. If all or a majority of the directors of the company die or cease, without any substitute, any member may require the Secretary or the Registrar of Companies to convene an Extraordinary General Meeting to appoint the new directors.
How is an Ordinary General Meeting called?
It is called by an advertisement that is published on the company’s website if it is registered. If a registered website is not available, the notice will be published in the Official Gazette of the Mercantile Registry and also in one of the newspapers with the highest circulation in the province of the registered office. The statutes of each company can contemplate some variants, such as that the call is made through an individual message to each of the partners through a channel that ensures their reception.
What is an announcement of an Ordinary General Meeting?
The announcement of the call for a General Meeting must contain the name of the company, the date and time of the meeting (including the second call), the agenda, as well as the mention that the documentation to be put to the vote of the Board is available to the partner who requires it, the name and position held by the person convening it and the place and date in which it is called.
For any inquiries about how a General Meeting is convened, whether Ordinary, as we have broken down in this article, or extraordinary, do not hesitate to contact our tax advisors in Barcelona. We are experts in advising companies of all kinds and we adapt to all your needs.
