On the rights of minority shareholders in limited liability companies

In terms of minimum rights, all minority shareholders shall have at least the following rights, simply by virtue of being shareholders, which are provided for by law:

1. The right to participate in the distribution of the company’s profits and in the assets resulting from liquidation.
2. The right of first refusal for the preferential acquisition of company shares if those of other shareholders are put up for sale and the right of preferential subscription in capital increases.
3. The right to attend and vote at general meetings and to challenge company resolutions.
4. The right to information.

Pre-emptive acquisition in the event of a transfer of shareholdings

All minority shareholders also have a preferential right of acquisition over third parties to acquire the shares of the other shareholders that they wish to transfer, except in the case of the transfer of shares.

If you wish to request the calling of the general meeting

Shareholders representing at least 5% of the share capital may request the directors to convene the general meeting, in which case the directors are obliged to convene the meeting to deal with any matter, so that if the meeting is not convened by the directors in due time, it may be convened, at the request of any shareholder, by the Court Clerk or the Commercial Registrar.

Right to information

Any shareholder may request in writing, prior to the General Meeting or verbally during the meeting, the reports or clarifications they deem necessary regarding the items on the agenda.

Can shareholders require the presence of a notary?

Shareholders representing 5% of the share capital may request the presence of a notary to draw up the minutes of the General Meeting.

Challenging resolutions adopted by other shareholders at the general meeting or as directors on the board of directors

Any shareholder holding at least 1% of the share capital may, in addition to the directors and third parties with a legitimate interest, challenge corporate resolutions adopted at the General Meeting, as well as those adopted by the Board of Directors, whereby corporate resolutions that are contrary to the law may be challenged.

Bringing an individual action for liability against the directors

Independently of the above action, any shareholder, irrespective of the % he/she holds, shall also have the right to bring an individual action directly against the directors for acts that directly harm his/her individual interests.

Requesting the appointment of an auditor

Shareholders representing at least 5% of the share capital shall have the right to request the Registrar of Companies to appoint an auditor to audit the annual accounts for a given financial year, provided that three months have not elapsed since the end of the financial year.

How does it affect the right to object to amendments to the articles of association?

All shareholders for whom any agreement to amend the articles of association could result in new obligations for them or affect their individual rights are entitled to object. In such cases, any amendment of the Articles of Association resulting in this must be approved by the shareholders affected.

Rights in the event of a capital increase

In the event of a capital increase by increasing the nominal value of the shares, the consent of all shareholders is required, unless the increase is to be made entirely out of profits or reserves already shown in the last approved balance sheet.

The right to withdraw from the company

The articles of association may provide for grounds for withdrawal other than those set out below, minority shareholders would have the right to withdraw from the company in the following cases:

1. Replacement or substantial modification of the objects of the company.
2. Extension of the company.
3. Reactivation of the company.
4. Creation, modification or early termination of the obligation to provide ancillary services, unless otherwise provided for in the articles of association.
5. In cases of resolutions to amend the system for the transfer of company shares if this is agreed by the General Meeting.
6. Cases of transformation of the company and transfer of the registered office abroad.

If you have any doubts about this subject, please do not hesitate to contact us by telephone at Núria Martí García or by e-mail at nmg@btsasociados.com, we will be delighted to help you.