Challenging general meeting resolutions in Spain: grounds, time limit and standing

A challenge to corporate resolutions (impugnación de acuerdos sociales) is the action by which a shareholder, a director or a third party with a legitimate interest asks a court to set aside a resolution passed by the general meeting of a Spanish limited company (SL) or public limited company (SA). It is governed by articles 204 to 208 of the Spanish Companies Act (Ley de Sociedades de Capital, LSC), approved by Royal Legislative Decree 1/2010 of 2 July, and the general time limit to bring it is one year from the date the resolution was passed. These rules matter both to minority shareholders and to companies that need their decisions to stand.

Which general meeting resolutions can be challenged?

Article 204.1 LSC allows a challenge to any corporate resolution that breaches the law, conflicts with the articles of association or the general meeting regulations, or harms the corporate interest for the benefit of one or more shareholders or third parties. In its current wording, introduced by Law 31/2014 of 3 December, the provision no longer distinguishes between void and voidable resolutions: there is a single category of challengeable resolutions, with a separate regime for those contrary to public policy.

The same article covers abuse of majority: a resolution harms the corporate interest, even without damaging the company's assets, where the majority passes it without any reasonable need of the company, in its own interest and to the unjustified detriment of the other shareholders.

The Civil Chamber of the Spanish Supreme Court applied those three requirements in its judgment of 29 May 2026 (ROJ STS 2386/2026; ECLI:ES:TS:2026:2386): a resolution is reasonable where it meets an objective, legitimate and proportionate need of the corporate interest. The Court found abuse in a resolution to bring a corporate liability action against the directors that removed the minority shareholders from management and reduced their presence on the board.

Which resolutions cannot be challenged?

Article 204.2 LSC bars a challenge to a resolution that was validly revoked or replaced before the claim was filed. If the revocation comes later, the proceedings end because the subject matter has ceased to exist, although the shareholder may still seek removal of its effects or compensation for the damage caused.

Article 204.3 LSC also excludes four grounds unless they are material:

• Purely procedural defects, except those affecting the form and notice period of the call, the essential rules for constituting the meeting, the required majorities or any other material requirement.
• Incorrect or incomplete information provided before the meeting, unless it was essential for the average shareholder to exercise the vote reasonably.
• Attendance by persons not entitled to attend, unless it was decisive for constituting the meeting.
• Invalid votes or miscounting, unless they were decisive in reaching the majority.

What is the time limit to challenge a corporate resolution?

Under article 205.1 LSC, the right to challenge lapses after one year. Resolutions that are contrary to public policy by reason of their circumstances, cause or content are the exception: the action against them never lapses or becomes time-barred.

Article 205.2 LSC counts the year from the date the resolution was passed at a meeting, from receipt of a copy of the minutes if it was passed in writing and, if the resolution was registered, from the date the registration became enforceable against third parties. For listed companies, article 495.2(c) LSC shortens the period to three months, except for resolutions contrary to public policy.

Who is entitled to challenge resolutions?

Article 206.1 LSC grants standing to the directors, to third parties who show a legitimate interest and to shareholders who held that status before the resolution and represent, individually or together, at least 1% of the share capital. The articles may lower that threshold, and a shareholder who does not reach it keeps the right to compensation for the damage suffered. For listed companies, article 495.2(b) LSC sets the threshold at one per thousand of the capital. Against resolutions contrary to public policy, article 206.2 LSC grants standing to any shareholder, even one who joined after the resolution, any director and any third party.

The claim is always brought against the company under article 206.3 LSC, and shareholders who voted in favour may join the proceedings at their own cost to defend the resolution. Article 206.5 LSC prevents a party from relying on a formal defect that he or she had the opportunity to raise at the proper time and did not. Any irregularity in the call, the constitution of the meeting or the voting should therefore be recorded in the minutes.

How are challenges processed and what interim measures are available?

Article 207.1 LSC refers challenges to ordinary proceedings, and article 249.1.3 of the Spanish Civil Procedure Act (Ley de Enjuiciamiento Civil, LEC) applies that procedure whatever the amount at stake. If the ground of challenge can be cured, article 207.2 LSC requires the court, at the company's request, to give it a reasonable period to do so.

Two measures are available while the case is pending. The first is a preventive entry of the claim (anotación preventiva) in the Commercial Registry, which the court orders at its discretion after hearing the company and, if the company asks, against security, under article 155 of the Commercial Registry Regulation (Reglamento del Registro Mercantil, RRM). The second is suspension of the resolution, which article 727.10 LEC limits to claimants representing at least 5% of the capital, or 1% where the company has securities admitted to trading on an official secondary market. It also requires urgency, a prima facie case and security under article 728 LEC.

If the claim succeeds, article 208 LSC requires the final judgment annulling a registrable resolution to be registered and the registration of the resolution, and any later contradictory entries, to be cancelled.

What has the Supreme Court said about universal meetings without minutes?

The judgment of the Civil Chamber of the Spanish Supreme Court of 23 June 2026 (ROJ STS 2710/2026; ECLI:ES:TS:2026:2710) dealt with a challenge to resolutions of a meeting that the company described as universal and that the claimants said they never attended. The Provincial Court upheld the claim and the Supreme Court dismissed the company's appeals.

Article 178.1 LSC only recognises a universal meeting, held without prior notice, if all the capital is present or represented and those present unanimously agree to hold it. On that basis, the Court held that where a universal meeting without minutes is alleged, the company must prove that all the capital was present and that there was unanimous agreement on the agenda, because the duty to document the meeting lies with its governing bodies. It added that the notarial deed recording the resolutions proves the appearance before the notary and the certificate of the person appearing, but not the truth of its content, and that a challenge to universal meetings that breach their essential requirements concerns corporate public policy, so the one-year time limit does not apply.

In our view, a shareholder left out of a universal meeting that never took place keeps the right to challenge even after more than a year, and a company cannot rely on the notarial deed: a universal meeting should be documented with the list of attendees and their unanimous acceptance, signed at the time.

Where a resolution conflicts with a shareholders' agreement, rather than with the law or the articles, the Supreme Court takes a different approach, which we analyse in Shareholders' agreements before the Spanish Supreme Court.

Frequently asked questions

Can a shareholder who voted in favour challenge the resolution? Article 206.1 LSC does not require a vote against: it is enough to have been a shareholder before the resolution and to hold 1% of the capital. The limit in article 206.5 still applies to formal defects not raised in time.

Does filing the claim suspend the resolution? No. Suspension must be sought as an interim measure under article 727.10 LEC, with the percentage of capital that provision requires.

How RCM Legal helps with challenges to corporate resolutions

There are two points at which a general meeting dispute is usually decided: the meeting itself, where the shareholder must have the defects he or she will later rely on recorded in the minutes, and the following months, when the one-year period runs and the case for a preventive entry or a suspension is assessed. If the dispute extends to management, the director's position should also be reviewed, as we explain in dissolution for losses and director liability.

At RCM Legal, our corporate and commercial lawyers in Murcia advise shareholders, directors and companies on challenging and defending general meeting resolutions, prepare meetings to reduce the risk of challenge and represent our clients before the courts of the Region of Murcia and across Spain, through our commercial law practice and our team of lawyers in Murcia. Tell us about your case.