A universal general meeting allows the shareholders of a company to hold a general meeting without following the formal prior notice requirements laid down by law or in the company’s articles of association. It is particularly common in companies with a small number of shareholders, where bringing together the entire share capital is relatively straightforward.

 

However, this flexibility does not remove the need to comply with certain safeguards.

 

A recent judgment of the Spanish Supreme Court, Judgment 989/2026 of 23 June, highlights the importance of being able to demonstrate that all shareholders were either present or duly represented and that they unanimously agreed to hold the meeting and to consider the proposed agenda.

 

This is not a minor issue. Where one or more shareholders deny having attended an alleged universal meeting and there is no properly documented set of minutes, it may be the company itself that must prove that the meeting was validly held.

What is a universal general meeting?

A universal general meeting is a general meeting that may be held without prior notice.

 

Under Article 178 of the Spanish Companies Act, two fundamental requirements must be met: the entire share capital must be present or represented, and all those attending must unanimously agree to hold the meeting.

 

In addition, Spanish case law and Commercial Registry doctrine require unanimous acceptance of the agenda to be discussed.

 

It is therefore not enough for all shareholders simply to be gathered in the same place.

 

For the meeting to qualify as universal, it must be clear that everyone agrees both to constitute the meeting as such and to discuss the matters included on the agenda.

 

A universal meeting may also be held anywhere in Spain or abroad.

Do all shareholders have to attend a universal general meeting?

The law requires the entire share capital to be present or represented.

 

This means that every shareholder does not necessarily have to attend physically, provided that those who are absent are properly represented.

 

The essential requirement is that 100% of the share capital is present or represented and that there is unanimous agreement to hold the meeting and approve its agenda.

 

If even a small percentage of the share capital is absent and not properly represented, the meeting cannot validly be treated as universal.

 

This requirement was central to the case examined by the Supreme Court.

The case considered by the Supreme Court

The dispute concerned a limited liability company in which a universal general meeting had allegedly been held on 7 July 2014.

 

According to the company, all shareholders had taken part and unanimously approved several resolutions relating to the resignation of the sole director, the appointment of a new director and the delegation of powers to formalise the resolutions in a public deed.

 

However, two shareholders denied having attended that meeting and brought proceedings seeking the annulment of the resolutions.

 

The Commercial Court initially dismissed the claim, taking the view that the shareholders had failed to prove that they had not attended.

 

The Provincial Court adopted a different approach. It held that, because there was no properly documented set of minutes evidencing the meeting, it was for the company to prove that all shareholders had in fact attended.

 

The Supreme Court upheld that conclusion.

Who must prove that all shareholders attended?

This is one of the most important aspects of Supreme Court Judgment 989/2026.

 

Where a company maintains that a universal general meeting was held and one or more shareholders deny having attended, the company must prove that the entire share capital was present or represented and that there was a common intention to hold the meeting and approve its agenda.

 

The Supreme Court’s reasoning is practical.

 

It is not reasonable to require a shareholder to prove a negative fact — namely, that they were not present — where the company itself has the duty to document its corporate resolutions and is in a better position to prove what occurred at the meeting.

 

The position is different where there are properly documented minutes signed by those attending.

 

In that situation, if a shareholder alleges that their signature is false or disputes the authenticity of the document, it will normally be for that shareholder to prove the alleged falsity.

Is it mandatory to keep minutes of a universal general meeting?

Yes.

 

The universal nature of the meeting does not remove the obligation to document the resolutions adopted.

 

Article 202 of the Spanish Companies Act provides that all corporate resolutions must be recorded in minutes.

 

However, the Supreme Court makes an important distinction: the absence of minutes does not automatically make the meeting or all of its resolutions null and void.

 

Corporate resolutions may, in certain circumstances, be proved by other forms of evidence.

 

The main difficulty is evidential.

 

If no minutes exist and a dispute subsequently arises over whether the meeting actually took place or who attended it, the company may face significant difficulties in proving those facts and may bear the corresponding burden of proof.

 

The practical conclusion is therefore clear: the fact that a universal meeting may, in exceptional circumstances, be proved by other means does not make proper documentation unnecessary.

What should the minutes of a universal general meeting contain?

The Spanish Commercial Registry Regulations contain specific requirements for universal meetings.

 

The minutes should record the matters unanimously accepted as the agenda and, in particular, the names and signatures of those attending.

 

They should also record the other relevant circumstances of the meeting, the resolutions adopted and the results of the votes.

 

Where the resolutions are to be registered with the Commercial Registry, the corresponding certificate should also state that the meeting was universal and that the names and signatures of the shareholders attending, or of their representatives, appear in the minutes.

 

Proper documentation therefore serves two purposes.

 

It enables the company to comply with its corporate obligations and, at the same time, provides essential evidence if a dispute later arises between shareholders.

Do all shareholders have to sign the minutes of a universal general meeting?

The Spanish Commercial Registry Regulations specifically require the minutes of a universal general meeting to include the name and signature of those attending.

 

This requirement has become particularly relevant following Supreme Court Judgment 989/2026.

 

A properly documented attendance list helps demonstrate that the entire share capital was present or represented and makes it more difficult for the existence of the meeting itself to be challenged at a later stage.

 

By contrast, holding informal meetings, preparing documentation only afterwards or relying solely on statements made by directors can create significant evidential problems.

Must all resolutions at a universal meeting be adopted unanimously?

No.

 

The unanimity required to constitute a universal general meeting should not be confused with the majority required to approve the individual resolutions considered at that meeting.

 

Unanimity is required for the shareholders to agree to hold the meeting without prior notice and to approve the agenda.

 

Once the meeting has been validly constituted, the individual resolutions are adopted in accordance with the voting majorities required by the Spanish Companies Act and, where applicable, the company’s articles of association.

 

A meeting may therefore still qualify as universal even if one or more shareholders later vote against a particular resolution.

 

The key point is that all shareholders must first have accepted both the holding of the meeting and the matters to be considered.

Does a public deed prove that all shareholders attended?

Not necessarily.

 

This was another relevant aspect of the Supreme Court’s decision.

 

In the case under consideration, the resolutions had been formalised in a public deed.

 

However, a public deed proves matters such as who appeared before the notary, when they appeared and what statements they made. It does not automatically establish that every factual statement made by those appearing before the notary is true.

 

Accordingly, if a director appears before a notary with a certificate stating that a universal general meeting was held, this does not in itself prove that all shareholders actually attended or were represented.

 

Formalisation in a public deed therefore does not replace the need to be able to prove that the meeting itself genuinely took place.

What if the resolutions have already been registered with the Commercial Registry?

Registration does not prevent the reality of the meeting from later being challenged before the courts.

 

The Supreme Court makes clear that registration and notarisation do not in themselves guarantee the substantive truth of the information contained in the certificate filed with the Commercial Registry.

 

A certificate may initially be sufficient for registration purposes, but those responsible for preparing and filing it remain responsible for its accuracy and may have to prove its contents if they are later challenged.

 

The Commercial Registry Regulations also establish that registration does not validate acts or contracts that are void under the law.

 

Accordingly, registration should not be confused with definitive proof that the meeting was held exactly as described in the certificate.

Can resolutions adopted at a falsely declared universal meeting be challenged?

Yes.

 

Supreme Court Judgment 989/2026 also addresses an important issue concerning challenges to corporate resolutions.

 

As a general rule, Article 205 of the Spanish Companies Act establishes a one-year limitation period for challenging company resolutions.

 

However, that time limit does not apply where the resolutions are contrary to public policy because of their circumstances, purpose or content.

 

In such cases, the action is not time-barred.

 

In the case decided in 2026, the Supreme Court considered that presenting a meeting as universal when the entire share capital was not actually present or represented affected essential elements of the corporate decision-making system and the shareholders’ participation rights.

 

The Court therefore regarded the situation as affecting public policy in company law and rejected the argument that the action was time-barred, even though more than one year had elapsed.

 

This does not mean that every formal defect affecting a universal meeting will automatically fall within this category.

 

The significance of the case lies in the absence of shareholders whose participation or representation was indispensable for the meeting to be validly constituted as universal.

How should a universal general meeting be properly documented?

From a preventive perspective, the judgment reinforces the importance of companies not treating universal meetings as informal gatherings simply because there is a relationship of trust between the shareholders.

 

To reduce the risk of future disputes, companies should:

 

• verify that 100% of the share capital is present or duly represented;
• expressly record that all shareholders unanimously agree to hold the meeting as a universal general meeting;
• record the unanimous acceptance of the agenda;
• identify all shareholders and, where applicable, their representatives;
• retain the relevant documentation evidencing representation;
• include the name and signature of every person attending in the minutes;
• properly record the resolutions adopted and the results of the votes; and
• ensure consistency between the minutes, the certificate of the resolutions and, where applicable, the corresponding public deed and Commercial Registry filing.

Formalities that may appear unnecessary while relations between shareholders are good can become the company’s most important evidence if a dispute arises later.

The importance of evidence in shareholder relations

Supreme Court Judgment 989/2026 does not change the fundamental requirements governing universal general meetings, but it provides an important practical reminder.

 

The flexibility associated with this type of meeting does not mean an absence of formal requirements.

 

Where a company wishes to benefit from the possibility of holding a general meeting without prior notice, it must be able to demonstrate that the necessary conditions were met: the entire share capital was present or represented, all shareholders unanimously agreed to hold the meeting and the agenda was unanimously accepted.

 

Properly prepared and signed minutes can therefore be decisive.

 

By contrast, relying solely on subsequent certificates, public deeds or registration of the resolutions may not be sufficient where a shareholder denies having taken part in the meeting.

 

For directors, shareholders and family-owned businesses, the judgment reinforces a fundamental principle of company law: properly documenting corporate decisions is not merely a formality, but an essential tool for preventing disputes and proving how the company’s decision-making process actually took place.

 

At Solium Legal, we advise companies, directors and shareholders on corporate and commercial law matters, including the preparation and review of general meetings, shareholder disputes and challenges to corporate resolutions.

Frequently asked questions about universal general meetings

What are the requirements for a universal general meeting?

The entire share capital must be present or represented, and all shareholders must unanimously agree to hold the meeting and approve the agenda.

Does a universal general meeting require prior notice?

No. Its main feature is that it may be held without following the ordinary notice requirements, provided that the requirements set out in Article 178 of the Spanish Companies Act are satisfied.

Can a universal general meeting be held if one shareholder is absent?

Only if that shareholder’s participation is properly represented. For a meeting to qualify as universal, 100% of the share capital must be present or represented.

Is it mandatory to prepare minutes?

Yes. All corporate resolutions must be recorded in minutes. However, the absence of minutes does not automatically mean that the resolutions never existed or are necessarily void if they can be proved by other evidence.

Who must prove that all shareholders attended?

If a shareholder denies attending and the company maintains that the meeting was universal, it is for the company to prove that the entire share capital was present or represented.

Where properly signed minutes exist, a shareholder who disputes the authenticity of the document or their signature will generally have to prove the alleged falsity.

Do all shareholders have to vote in favour of the resolutions?

Not necessarily.

They must unanimously agree to hold the universal meeting and approve its agenda. The individual resolutions may then be adopted by the majorities required by law or the company’s articles of association.

Does a notarial deed prove that the meeting was validly held?

Not by itself.

A public deed proves the appearance of the parties before the notary and the statements they made, but does not necessarily prove that the meeting actually took place with the entire share capital present or represented.

Can a resolution be challenged even if it has already been registered with the Commercial Registry?

Yes.

Registration does not in itself prevent a subsequent legal challenge and does not make the contents of a corporate certificate indisputably true.

How long do I have to challenge a corporate resolution?

As a general rule, the action to challenge a corporate resolution is subject to a one-year period.

However, where the resolution is contrary to public policy, the action is not time-barred. Supreme Court Judgment 989/2026 held that an alleged universal general meeting held without the presence or representation of the entire share capital may affect public policy in company law.