You are the manager of an SL and have called a shareholders' meeting, but you have realized that the date of the meeting is wrong and want to cancel it. Since the law does not regulate anything, you wonder if you can do it.

Well, the General Directorate of Legal Security and Public Faith (DGSJFP), in several of its resolutions, has concluded that the meeting can indeed be canceled, but always by the competent body to convene it (that is, the social management body). To this end:

• If there is a sole administrator in an SL, it must be this person who cancels the meeting.

• If there are joint administrators, the general rule is that they cancel the meeting together. However, the DGSJFP admits that the bylaws may provide for the meeting to be convened by only one of them. Therefore, in these cases, it will also be allowed for only one administrator to cancel it.

• If they are joint and several administrators, the one who convened the meeting will be the one who must cancel it. However, the DGSJFP does not allow one of them to cancel the meeting convened by the other joint and several administrator.

• If it is a board of directors, it must be this body that cancels it. Consequently, the individual actions of the president, vice president, or a managing director are not valid.

Cancellation requires a justifying reason, and although the typical case is force majeure, formal errors can also be valid reasons (for example, an incorrect date, the call being made by a means different from that provided for in the bylaws, etc.).

Finally, to cancel the meeting, any mechanism that guarantees reception by the shareholders is possible. However, to avoid problems, do it by the same means as the call was made and with sufficient advance notice so as not to harm the shareholders.

 

Our professionals will advise and assist you in any matter related to shareholders' meetings convened and held in your company.