Although the law does not expressly state so, it is possible to cancel a general meeting. But it must be done correctly: otherwise, the resolutions could be null and void.
In the life of a company, unforeseen circumstances may arise that force a rethink of the holding of a general meeting that has already been called. Key documentation that does not arrive on time, errors detected in the agenda, or unforeseen situations that make it advisable to postpone important decisions. In these circumstances, many administrators ask themselves: can I cancel the meeting?
Although the Capital Companies Act does not expressly provide for this, both corporate practice and the various resolutions of the Commercial Registry have made it clear that it is possible to cancel a general meeting, provided that certain essential requirements are met. However, if this is not done correctly, the risks are significant (including the nullity of the resolutions and possible liability for the directors).
Can the general meeting be canceled?
Yes, although the Capital Companies Act (LSC) does not expressly provide for this, cancellation is legally possible, provided that:
- It is carried out by the same organ or person who calls the meeting.
- It is done before the scheduled date of the meeting.
- It is notified by the same means used to call the meeting or by equally effective means.
- It is ensured that all members are properly informed.
Example. If a sole administrator calls a meeting by certified fax, they must cancel it by the same means or by a means that allows them to prove that it has reached all members in sufficient time.
Who can cancel the meeting?
- The same organ that called it (sole administrator, board of directors, etc.).
- If the meeting was called by the registrar of companies or the court clerk, only they can cancel it.
- If the company has several joint administrators, only the person who signed the call can cancel it.
How should the cancellation be notified?
The cancellation must be notified:
- By the same means used for the call (registered mail, certified fax, announcement on the corporate website, etc.).
- Sufficiently in advance to ensure that the partners do not attend unnecessarily.
- Including a clear reference to which meeting is being cancelled.
Although it is not mandatory to justify the reason for the cancellation, it is advisable to record the reasons, especially if there is tension within the company.
What happens if a canceled meeting is held?
A meeting held after it has been canceled may be declared null and void, unless it is a universal meeting (i.e., all members attend and unanimously agree to hold the meeting).
Risk. The agreements would not be registrable in the Commercial Registry, and the administrators could be liable to members or third parties.
Remember to review these aspects of the meeting:
✔ Before canceling:
- Confirm who called the meeting (person or organ).
- Verify the means of convocation and the date of the meeting.
- Document the reasons justifying the cancellation.
✔ During the cancellation:
- Notify all members by the same means or equivalent.
- Include in the communication the date of the meeting, the agenda, and any announcement of its cancellation.
- Ensure that the notification arrives on time and is recorded.
✔ After:
- Keep documentary evidence of the cancellation (acknowledgment of receipt, certificate, digital copy, etc.).
- Ensure that the meeting is not held despite its cancellation.
- Record the incident internally in the minutes’ book (even if there is no meeting).
For further information, please consult Tax Advice.
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