In a Spanish limited company (sociedad limitada, SL), the general meeting is called by the directors. The ordinary meeting must be held within the first six months of the financial year, by 30 June if your year ends on 31 December (art. 164 LSC). The notice goes on the company's registered website or, if there is none, in the BORME and a newspaper, unless the bylaws provide for individual written notice. Allow at least fifteen days between notice and meeting.
The accounts season calendar
If your financial year matches the calendar year, the directors must prepare the accounts by 31 March, and the meeting that approves them has until 30 June. That is why May and June are meeting season. This is the route, with the articles of the Companies Act (Ley de Sociedades de Capital, LSC):
| Step | Deadline | Article |
|---|---|---|
| Prepare the annual accounts | Three months from year end: 31 March | 253.1 |
| Send or publish the notice | At least 15 days before the meeting | 176.1 |
| Hold the ordinary meeting | First six months of the financial year: 30 June | 164.1 |
| File the accounts with the Companies Register (Registro Mercantil) | Within the month after they are approved | 279.1 |
The ordinary meeting is where the shareholders approve, if they so decide, the directors' management, the previous year's accounts and what to do with the result. If you miss 30 June, all is not lost: the law says the meeting "será válida aunque haya sido convocada o se celebre fuera de plazo" (will be valid even if it was called or is held late) (art. 164.2).
Who calls the meeting
The rule is simple: the directors (administradores) call it and, where there are any, the liquidators (art. 166). They must do so whenever they consider it necessary or advisable for the company and, in any event, on the dates set by the law and the bylaws (estatutos) (art. 167).
There are three special situations:
- The minority asks for it. If shareholders (socios) holding at least 5% of the capital request it, the directors must call the meeting to be held within two months of the notarial demand, with the requested matters on the agenda (art. 168).
- Nobody calls it in time. If the ordinary meeting is not called on time, any shareholder can ask the court clerk (letrado de la Administración de Justicia; the law still says "Secretario judicial") or the commercial registrar for the registered office to call it, after hearing the directors (art. 169). The registrar must call it within a month of the request, and the costs of a meeting called by the registrar are paid by the company (art. 170).
- There is no management left. If the sole director dies or leaves office, or all the directors acting severally, any of the directors acting jointly or the majority of the board, and there are no substitutes, any shareholder can ask for a meeting to be called to appoint directors. A director who remains in office can also call the meeting for that sole purpose (art. 171).
How it is called: the three routes in article 173
| Route | When it is used | What it requires |
|---|---|---|
| Company website | If the website has been created, registered and published (art. 11 bis) | Notice on the website |
| BORME and newspaper | If there is no registered and published website | Notice in the BORME (Boletín Oficial del Registro Mercantil, the Companies Register gazette) and in one of the most widely read newspapers in the province of the registered office |
| Individual written notice | Only if the bylaws provide for it | A method that ensures receipt by every shareholder at the designated address or the one in the company records |
The third route reaches each shareholder directly, with no public announcement. But there is a condition: the method has to ensure receipt. The Directorate General for Legal Certainty and Public Faith (Dirección General de Seguridad Jurídica y Fe Pública) summed up its doctrine in a resolution of 10 May 2023:
- Registered post with acknowledgement of receipt: complies.
- Burofax with certified acknowledgement of receipt: complies, as an equivalent system. A burofax is a registered communication whose content is certified.
- Email: in 2014 it was not accepted, because there was no way to prove it had been received; in 2019 it was, because the sending was combined with "un mecanismo de verificación de su recepción por los socios destinatarios" (a mechanism for verifying its receipt by the shareholders it was sent to).
- Ordinary post: does not comply, because it does not ensure receipt.
Use the method your bylaws set, not one that looks similar. The Supreme Court restated this in March 2026: if the meeting is not a universal one, the notice "habrá de realizarse en la forma prevista por la Ley o los estatutos para que su celebración sea válida" (must be given in the form set by the law or the bylaws for the meeting to be valid) (STS 475/2026). In that case it accepted a burofax where the bylaws asked for registered post with acknowledgement of receipt, because of the "similar funcionalidad" (similar function) of the two methods. Do not count on that flexibility for a weaker method.
The same judgment settles a practical question. If the shareholder is another company, the notice can be addressed to its directors, or to its chair if it has a board (art. 235 LSC). In that case, the burofax was not collected at the shareholder's address, but the chair of its board did receive it, and the Supreme Court held that the meeting had been properly called.
The notice period: at least fifteen days
There must be at least fifteen days between the notice and the meeting in an SL (one month in an SA, the sociedad anónima or public limited company). If you give individual notice, the period runs from the date the notice was sent to the last shareholder (art. 176).
If the meeting cannot be held and the notice did not give another date, the new meeting has to be announced, with the same agenda and the same publicity, within the following fifteen days and at least ten days in advance (art. 177.3).
Do not cut it fine. The law does not allow resolutions to be challenged for every procedural defect, but it does allow it for a breach "relativa a la forma y plazo previo de la convocatoria" (relating to the form and advance period of the notice) (art. 204.3.a). As a general rule, the right to challenge lapses one year after the resolution was passed (art. 205).
What the notice has to say
Article 174 sets the minimum. Other articles add items depending on what you are going to discuss:
- The company's name.
- Date and time of the meeting.
- Agenda, with every matter that will be discussed.
- Position of the person or people calling the meeting.
- Place. Unless the bylaws say otherwise, the meeting is held in the municipality of the registered office. If the notice does not say where, the meeting is taken to be called at the registered office (art. 175).
- Right to information on the accounts. From the date of the notice, any shareholder can obtain "de forma inmediata y gratuita" (immediately and free of charge) the documents submitted for approval, and "en la convocatoria se hará mención de este derecho" (the notice shall mention this right) (art. 272.2). Shareholders holding at least 5% of the capital can also inspect, at the registered office and with an accounting expert, the documents that support the accounts, unless the bylaws say otherwise (art. 272.3).
- If you are amending the bylaws, the points being changed and every shareholder's right to examine the full text and to ask for it to be handed over or sent free of charge (art. 287).
- If remote attendance is available, how rights are exercised at a distance (arts. 182 and 182 bis).
In addition, shareholders can ask in writing before the meeting, or orally during it, for the reports or explanations they need on the items on the agenda (art. 196).
Universal meeting: when no notice is needed
The meeting is validly constituted without any notice if all of the share capital is present or represented and those attending agree unanimously to hold it. It can meet anywhere in Spain or abroad (art. 178).
This is the usual route in companies with two or three shareholders who get on well. The risk is thinking you have a universal meeting when you do not: if one shareholder is missing, or one does not agree to hold it, there is no universal meeting and you are back to needing a proper notice.
Remote attendance and online-only meetings
These are two different things, and both need a basis in the bylaws:
- Remote attendance (art. 182). If the bylaws provide for it, the notice must describe the deadlines, forms and methods for exercising rights. Questions asked remotely are answered during the meeting or in writing within the following seven days.
- Online-only meeting (art. 182 bis). The bylaws must authorise it, and that amendment needs at least two thirds of the capital present or represented. The company has to guarantee the shareholders' identity and that everyone can take part by audio or video, with written messages. The notice explains how to register, and registration cannot be required more than one hour in advance. The meeting is deemed to be held at the registered office. The article also applies to the SL (182 bis.7).
Template notice of an ordinary general meeting
Adapt it to your bylaws and to the notice route they set. The template is in English so you can see what each part does; the Spanish wording is in the Spanish version of this article.
[COMPANY NAME], S.L.
Notice of ordinary general meeting of shareholders
By decision of the [management body: sole director / directors acting severally / board of directors], the shareholders are called to the ordinary general meeting to be held on [day] [month] [year], at [time], at [full address, in the municipality of the registered office unless the bylaws say otherwise], with the following
AGENDA
- Review and, where appropriate, approval of the annual accounts for the financial year ended [year-end date].
- Allocation of the result for that financial year.
- Approval, where appropriate, of the management by the governing body.
- [Other matters, each as a separate item.]
- Requests and questions.
- Drafting, reading and approval, where appropriate, of the minutes.
Right to information. From the date of this notice, any shareholder may obtain from the company, immediately and free of charge, the documents submitted to the meeting for approval [and, where applicable, the management report and the auditor's report]. They may be requested at [address or email].
[If remote attendance is provided for in the bylaws: how to connect, deadlines and how to exercise rights remotely.]
[Place], [date].
[Name and signature], [position of the person calling the meeting].
How to send it so there is a record
If you give individual notice, what you will have to prove is what you sent, to whom, when, and that it arrived: the method has to ensure receipt, and the fifteen days run from sending to the last shareholder. Keep the proof for each one.
The law allows the company and its shareholders to communicate electronically if the shareholder has accepted it (art. 11 quáter). For the meeting notice, however, what the bylaws say is what counts.
If your bylaws provide for email with proof of receipt, our Certified email service sends the notice from the company's own domain and records, for each shareholder, delivery, opening and download of the document with date, time and IP address, with a SHA-256 fingerprint that can be checked on a public page. Despite the name, it is not a qualified eIDAS service, it is not legally certified (fehaciente) and it does not replace a burofax: if a shareholder challenges it, the judge weighs it freely (art. 43.1 eIDAS; art. 326.3 of the Civil Procedure Act, the Ley de Enjuiciamiento Civil, LEC). If the bylaws say burofax or registered post, use that.
If you look after several companies, as many advisory firms (asesorías) do, the challenge is not missing a single date. Renewals emails you before each deadline and checks every morning. And in automation for advisory firms we explain how it fits with the rest of the work.
Sources
- Royal Legislative Decree 1/2010, consolidated text of the Companies Act (Ley de Sociedades de Capital), arts. 11 bis, 11 quáter, 164, 166 to 171, 173 to 178, 182, 182 bis, 196, 204, 205, 235, 253, 272, 279 and 287.
- Resolution of the Directorate General for Legal Certainty and Public Faith of 10 May 2023 (BOE of 1 June 2023).
- Supreme Court, Civil Chamber, judgment 475/2026 of 24 March (ECLI:ES:TS:2026:1317).
- Regulation (EU) 910/2014 (eIDAS), art. 43.
- Law 1/2000 on Civil Procedure, art. 326.
This article explains the law and published court criteria as of the update date. It is not a substitute for advice from a lawyer on a specific case.