In a capital company, whether public or private, it is essential to establish legal mechanisms that allow analyzing future actions and strategies and encourage the participation of its members in honor of transparency and decision-making.
According to the Capital Companies Law that regulates the operation of capital companies in Spain, it is mandatory to hold a General meeting of shareholders or partners.
For compliance, you must send a call to general meeting of shareholders, so that its partners and members have the opportunity to exercise their rights through which they can obtain all the information they need to know about the company to which they belong.
It is precisely in the general meeting where management reports or balances will be presented, in addition to evaluations of the direction of the capital company and in which joint decisions will be made, which could even include internal voting.
We will tell you the details about what a shareholder meeting, what are its main functions and its importance for the correct administration and control of a capital company.
What is a general meeting of shareholders?
The general meeting of shareholders It is an administration and control body within a capital company, in which decisions are made and key actions are evaluated for satisfactory performance.
In compliance with the legal requirements of a capital company, the general meeting It is the space in which shareholders, partners and administrators meet and decide on the matters that the law and the legal statutes determine.
According to article 197 of the Law of Capital Companies, until the seventh day before the shareholders meeting, members or attendees may request information or clarifications they deem necessary on matters related to the agenda or even formulate in writing the questions they consider pertinent.
In this same subsection, it details that the administrators will be obliged to provide all the information in writing until the day the meeting is held. general meeting.
The shareholder meetings must be held once a year and may be ordinary and extraordinary.
Ordinary meetings are held during the first four-month period or semester, while extraordinary ones may be held at any time, as long as they comply with the provisions of the legal regulations.
Shareholders or partners who decide not to appear at the general meeting They may exercise their participation via email or granting their participation to another shareholder with prior authorization to vote on their behalf.
Functions of the general meeting of shareholders
The universal meeting of shareholders performs functions that have to do with the following matters related to the capital company:
1.- The approval of the social management.
2.- The modification of the bylaws.
3.- The appointment of administrators and external auditors.
4.- The transformation or merger of the company and even possible capital increases.
5.- Approval of the annual accounts and distribution of results.
6.- The dissolution of the company.
What is the legal structure of a general meeting of shareholders?
The structure of a shareholders meeting They are summarized in 8 specific actions:
1.- Call: According to the procedure established by law, it is mandatory to issue a call to general meeting of shareholders that includes the name of the company, the date and time of the meeting and the topics to be discussed on the agenda. As a general rule, the shareholders' meeting will be held where the company has its registered office.
2.- Establishment of the table: this action will be in charge of the president and secretary of the general meeting to direct the development of the meeting.
3.- List of attendees: Before beginning with the items on the agenda previously reviewed, the number of shareholders present or represented will be determined.
4.- Constitution of the board: Unless the internal statutes establish a quorum or minimum number of attendees, a specific number of participants will be required, otherwise the general meeting.
5.- Development: The agenda will be read with the interventions that must be established according to the meeting table.
6.- Shareholders' right to information: During the meeting, the partners or shareholders may request information or clarifications on the subject they are dealing with and after the turn of interventions, the questions pending by the members of the table will be answered.
7.- Voting: Once the interventions have been completed, the proposals will be voted on and the vote of those present or represented at the meeting will be considered, in addition to computing the votes through communication channels established by the company.
8.- Agreements: With a simple majority of votes, agreements will be reached by a higher majority and as established in the legal regulations.
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