A partner acquired 1,500 shares (with a nominal value of one euro each) of an SL whose share capital is 15,000 euros; therefore, they hold 10% of the share capital of that company. However, the SL only recognizes their ownership of 675 shares (that is, 4.5%), claiming that this is what is recorded in the partners' register book. Thus, despite the partner asserting that they hold 10% and having requested the administrator of the SL to rectify the registration in the partners' register book, the SL denies their percentage.

As a consequence of this discrepancy, the partner will see their economic rights affected; for example, their right to receive the dividends that correspond to them when the SL decides to distribute them among the partners may be harmed.

Likewise, their political rights may also be affected. Specifically, those that the law recognizes for partners who are, at least, holders of 5% of the share capital; for example:

• Right to request the convening of a partners' meeting and to obtain information –prior to its celebration or during its course– regarding the matters included in the agenda.
• Right to request the presence of a notary at the meeting to take minutes.
• Right to request the appointment of an auditor to audit the annual accounts of the company.

Therefore, if a partner detects that what is recorded is incorrect and the company refuses to rectify it, they must go to the courts to file a lawsuit exercising what is known as a "declaratory action of ownership": this action will allow them to request in the lawsuit that it be judicially declared what the correct percentage they hold is, as well as for the SL to register or rectify the partners' register book accordingly.

 

Our professionals will advise and assist you so that you know and defend your rights as a partner in a commercial entity.