The governing body of an SL has the duty to ensure that the notices of the partners' meetings are carried out correctly. But how far does this obligation extend?

When an administrator convenes a meeting, among other issues, they must ensure that the notice is properly sent to all partners, since, even if it complies with the statutes, the meeting can be annulled if the notice has not been made with due diligence.

Well, the Capital Companies Act (LSC) establishes that:

• The notice must be published through an announcement on the company's website.

• In the event that the company does not have a website or it does not meet legal requirements, the notice will be published in the BORME and in one of the newspapers with the largest circulation in the province of the registered office.

However, the statutes may establish a different notice system, although, in any case, the notice must be made through an individual written communication that guarantees its receipt by all partners and sent to one of the following addresses:

• Either to the one designated by the partner.

• Or, if none has been designated, to the one stated in the corporate documentation (generally, in the partners' register book).

But what happens if the notice has been sent correctly (to one of the previous addresses), but the partner does not receive it?

In this regard, the courts have ruled on a case in which a partner challenged a meeting because the notice was defective, as they were never notified. For its part, the company claimed that it sent it to the address listed in the partners' register book, complying with the statutes.

Well, the court has declared the meeting null, as it considers that, although the notice was sent in compliance with the statutes, the administrator did not act diligently, since the notice was made in August (and it was foreseeable that the partner was on vacation) and the delivery was returned as "unknown recipient." Furthermore, despite the administrator knowing this before the meeting, no other attempt at notification was made.

Therefore, the administrator has the duty to exercise the necessary diligence to ensure that all partners have effective knowledge of the notice, even if it has been sent correctly.

 

Our professionals will advise and assist you with any issues related to the convening and holding of a partners' meeting.