Although the law doesn't explicitly state it, it is possible to cancel a general meeting. But it must be done correctly; otherwise, the resolutions could be invalidated.
In the life of a company, unforeseen events can arise that force a reconsideration of holding a general meeting that has already been called. Key documents may not arrive on time, errors may be detected in the agenda, or other unforeseen circumstances may warrant postponing important decisions. Faced with these situations, many directors wonder: can I cancel the meeting?
Although the Spanish Companies Act does not expressly address this issue, both corporate practice and various rulings from the Mercantile Registry have made it clear that it is indeed possible to cancel a general meeting, provided certain essential requirements are met. However, if this is not done correctly, the risks are significant (including the invalidity of the resolutions and potential liability for the directors).
Can a general meeting be cancelled?
Yes, although the Capital Companies Act (LSC) does not expressly provide for it, cancellation is legally possible, provided that:
- It is carried out by the same body or person that convened it.
- It is done before the scheduled date for the celebration.
- Notification should be made by the same means used to summon or by an equally effective means.
- Ensure that all partners are properly informed.
Example. If a sole administrator calls a meeting by registered mail, they must cancel it by the same means or one that allows proof that it has reached all partners with sufficient time.
Who can cancel the call?
- The same body that convened it (sole administrator, board of directors…).
- If the meeting was called by the commercial registrar or the lawyer of the Administration of Justice, only they can cancel it.
- If the company has several joint administrators, only the person who signed the notice can cancel the meeting.
How should the cancellation be notified?
The cancellation must be notified:
- Through the same means used for the announcement (certified mail, burofax, announcement on corporate website…).
- With sufficient advance notice, to ensure that members do not attend unnecessarily.
- Including a clear reference to which meeting is being cancelled.
Although it is not mandatory to justify the reason for the cancellation, it is advisable to record the reasons, especially if there is corporate tension.
What happens if a meeting is held that has not been called?
A meeting held after it has been cancelled may be declared null and void, unless it is a universal meeting (i.e., all partners attend and unanimously agree to hold the meeting).
Risk. The agreements would not be registrable in the Commercial Registry, and the administrators could be held liable to partners or third parties.
Remember to review these aspects of the Board:
✔ Before cancelling:
- Confirm who called the meeting (person or body).
- Check the means of notification and the date of the meeting.
- Document the reasons that justify the cancellation.
✔ During the cancellation:
- Notify all partners by the same means or equivalent.
- Include in the communication the date of the meeting, the agenda, and an announcement of its cancellation.
- Ensure that the notification arrives on time and is recorded.
✔ Next:
- Keep documentary evidence of the cancellation (acknowledgment of receipt, certificate, digital copy…).
- Verify that the meeting is not held despite its cancellation.
- Record the incident internally in the minutes book (even if there is no meeting).
You can contact this professional office for any questions or clarifications you may have.
Warm regards,
Do you have any questions about this topic?
Our team of expert advisors will help you resolve any issues related to our services.
Contact us now
A Àmbit Assessor, SL has 40 years dedicated to the tax, comptable and labor consultancy of the Pime.
Latest entries from MGI Àmbit
(see all)
Related
