Limits on the right to request a supplement to the notice convening a general meeting

Judgment No. 140/2026 of 15 April delivered by the Madrid Provincial Court addresses one of the issues most frequently arising in connection with the convening of a general meeting of shareholders: the extent of the review that the management body may undertake where a minority shareholder requests a supplement to the notice convening a general meeting.

This issue is particularly relevant for companies required to hold general meetings in circumstances involving disputes between shareholders or potential challenges to corporate resolutions. Accordingly, this article examines the above judgment of the Madrid Provincial Court in order to determine the limits of the management body’s review in relation to a request for a supplement to the notice convening a general meeting.

The supplement to the notice convening a general meeting and the case examined by the Madrid Provincial Court

The facts arise from a common situation in companies whose shareholders are in dispute. The board of directors of a public limited company convened a general meeting and, following publication of the notice, a corporate shareholder holding shares representing more than 5% of the company’s share capital requested a supplement to the agenda pursuant to Article 172 of the Spanish Companies Act (Ley de Sociedades de Capital – LSC). The board of directors decided not to grant the request, leading the minority shareholder to seek a declaration that the resolutions passed at the general meeting were null and void.

Formal review by the management body of a request for a supplement to the notice

The first issue is to determine the nature of the review that the management body may undertake upon receiving a request for publication of a supplement to the notice convening a general meeting. In this regard, the Court distinguishes between a review of formal requirements and a substantive review.

Review of formal requirements

The management body must first verify that the formal requirements laid down in Article 172 LSC have been satisfied in order for the request to be valid: (1) Standing, namely that the request has been made by a shareholder holding at least 5% of the company’s share capital. (2) Time limit, namely that the request is received at the company’s registered office within five days of publication of the notice convening the general meeting. (3) Method of exercise, namely that the right has been exercised by means of a duly authenticated notice.

Substantive review by the management body of the request for a supplement

The most noteworthy aspect of the judgment is that the Court does not confine itself to a review of the formal requirements, but also recognises that the management body may undertake a substantive review of the content of the proposed supplement.

In the case before it, the Court held that the board of directors had been correct in excluding certain agenda items proposed by the minority shareholder for two reasons.

Matters falling outside the competence of the general meeting

The minority shareholder sought to include agenda items relating to the sale of the company’s shares and to possible alternatives for resolving the disagreements between the shareholders.

The Court rejected their inclusion on the grounds that matters falling outside the competence of the general meeting cannot properly form part of a supplement to the agenda, whether because they concern matters external to the company itself or because responsibility for them lies with another corporate body.

Serious risk to the company’s interests

The minority shareholder also sought to include an agenda item concerning the approval of possible preventive measures in relation to insolvency.

The Court held that the inclusion of such an item would pose a serious risk to the company’s business activities and a significant threat to its reputation in the marketplace. Accordingly, where the company’s interests are exceptionally at risk, the protection of the company’s interests constitutes a limitation on the minority’s right to request a supplement to the notice convening a general meeting.

Adaptation of the proposed supplement by the management body

The Court also identified an intermediate approach: rather than rejecting the requested supplement outright, the management body could adapt the wording of the agenda items proposed by the shareholder.

However, in the circumstances of the present case, such an adaptation was not possible without prejudicing the company’s interests. Accordingly, the refusal was held to be lawful.

Previous case law on supplements to the notice and the protection of the company’s interests

This approach is consistent with that adopted in the Resolution of the Spanish Directorate-General of Registers and Notaries (Dirección General de los Registros y del Notariado) of 31 January 2018, although the Court does not expressly refer to it.

In that resolution, the Directorate-General had already taken the view that the directors of a public limited company must “filter” requests for supplements to the notice convening a general meeting, reconciling their duty to convene the meeting with their duty to safeguard the company’s interests with due care.

According to that approach, directors may refuse to include particular agenda items where such refusal is legitimate or justified by their duty of care and by the need to protect the company’s interests. They comply with the law where they prepare an agenda that is coherent and consistent with the request, even if they do not reproduce the wording of the request literally and in its entirety.

Conclusions on the limits applicable to requests for a supplement to the notice convening a general meeting

In conclusion, this judgment of the Madrid Provincial Court provides important practical guidance: the management body does not act merely as an administrative conduit when dealing with a request for a supplement to the notice convening a general meeting. In addition to verifying compliance with the formal requirements laid down in Article 172 LSC, it may, and indeed must, undertake a substantive review of the proposed agenda items. It may therefore refuse to include items that fall outside the competence of the general meeting or that seriously jeopardise the company’s interests, while considering, where appropriate, whether an alternative wording could properly be included.

This judgment once again highlights the importance of companies obtaining appropriate legal advice when dealing with requests for supplements to the notice convening a general meeting, particularly in situations involving shareholder disputes.

FAQ – Supplement to the notice convening a general meeting

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Corporate and commercial law