Responsibility of administrators:

The company director must pay particular attention to this obligation to avoid incurring personal liability. Indeed, in Spain, according to Article 365 of the Companies Law, a company director must convene a general meeting within two months of the occurrence of a legal or statutory cause for dissolution. These causes include, in particular, the cessation of business activity for a period of inactivity exceeding one year. As a shareholder, you can also request the director to convene the meeting if you believe the company is subject to one of the causes of dissolution stipulated in Article 363 of the Companies Law.

Liquidation of multi-member companies:

In the case of multi-member companies, it will be necessary to convene the General Meeting of partners and calculate the percentage of votes required to adopt the decision to dissolve, or the simultaneous dissolution and liquidation if no liquidation operation was necessary with regard to the balance sheet.

The convening of the General Assembly and the importance of the formalities:

Unless you are certain that you can count on the presence and favorable vote of all partners to hold a Universal Meeting and adopt decisions unanimously, you must be very vigilant regarding the formalities of convocation.

They must comply with the form and time limits stipulated in the articles of association. The importance of correctly drafting and publishing (or sending individually) this notice should not be underestimated, as any error could jeopardize the registration of the deregistration in the Commercial Register.

Representation at the General Assembly:

The same principle applies to the holding of the General Assembly: it is fundamental to respect the rules that govern its conduct.

Although the articles of association of many companies incorporated in recent years provide for the possibility of participating in general meetings electronically, this option is not yet included in the articles of association of the majority of Spanish companies. This becomes particularly problematic when the shareholders (or their legal representatives) reside abroad. It must be acknowledged that this is often the case for most of our clients.

In these cases, we can represent our client at the General Meeting, so they don't have to travel. Here again, it's essential to plan ahead by granting a power of attorney (often notarized) so we can represent you at the meeting. We have developed a close partnership with a notary's office in France that allows our clients to grant their notarized power of attorney online. If you would like to learn more about this, please refer to our article where we describe the entire process.

If you are a partner or director of a company that is to be liquidated, do not hesitate to contact us for assistance in this process.