The right of members to information must be expressly stated in the notice of the meeting, or the entire approval of the accounts will be invalidated.
The Mercantile Registry has once again refused to register a set of annual accounts due to a formal error in the meeting notice. A reminder that details also matter in corporate compliance. Shareholders’ right to information must be expressly included in the notice of the general meeting; otherwise, the entire approval of the accounts will be invalid.
Hundreds of companies prepare the filing of their annual accounts assuming it is an automatic procedure. However, the Directorate General for Legal Certainty and Public Faith (DGSJFP) has reminded, in its Resolution of 28 July 2025, that a small oversight in the notice of the general meeting can invalidate the entire process.
The case is revealing. A sports public limited company sought to file the accounts for three consecutive financial years. The mercantile registrar rejected the filing, and the matter was ultimately brought before the DGSJFP. The main reason? The notice convening the general meeting completely omitted any reference to shareholders’ right to information as provided for in Article 272.2 of the Spanish Companies Act (LSC).
In other words, the notice did not expressly remind shareholders that they have the right to obtain from the company, immediately and free of charge, the documents to be submitted for approval (annual accounts, management report, and audit report).
“But we published it on the website…”
That was the company’s argument: it claimed that all documents were available on its website, meaning shareholders could consult them without difficulty. The Directorate General, however, was categorical: “Publishing the documentation on the website does not replace the legal obligation to expressly inform shareholders of their right to obtain such documents.”
The law does not require a literal quotation of Article 272.2 LSC, but it does require that it be made absolutely clear that shareholders may request and obtain the documents immediately and free of charge. If this reference is missing, the meeting is affected by nullity, and the approved accounts cannot be filed.
What are the consequences?
The consequences are more serious than they may appear:
The Mercantile Registry will reject the filing of the annual accounts.
The general meeting will be considered null and void with regard to that item on the agenda.
Until the defect is remedied, the company will remain subject to a registry closure and will be unable to register new corporate acts.
In addition, penalties for failure to file accounts (Articles 279 to 283 LSC) may amount to up to 2% of the share capital, with a minimum fine of €1,200.
In this case, the DGSJFP confirmed the registrar’s decision: neither a reference to Article 197 LSC (general right to information), nor making the documents available on the corporate website, nor providing an email address for queries can serve as a substitute for the reference required under Article 272.2 LSC.
What the resolution makes clear
The right to information prior to the approval of the annual accounts is subject to a special and reinforced legal regime.
Omitting its mention in the meeting notice is not a minor formal defect, but a flaw that affects the validity of the meeting.
Digital information or publication on the website does not exempt compliance with the legal requirement.
Without such compliance, there can be no valid filing of annual accounts.
What your company should do
For every notice convening a general meeting—whether ordinary or extraordinary—it is advisable to carefully review the wording of the announcement. If approval of the annual accounts is included on the agenda, make sure to include a clear clause such as the following:
“As of the publication of this notice, any partner may obtain from the company, immediately and free of charge, the documents to be submitted for approval by the meeting, as well as the management report and the auditor’s report.”
It is not necessary to quote Article 272.2 LSC verbatim, but its content must be reflected unequivocally. Otherwise, the meeting may be held, the accounts approved… and the registrar may subsequently block their filing for months.
Other common defects in account filings
The resolution also confirmed other frequent defects worth bearing in mind:
Failure to correctly file the beneficial ownership document.
The existence of previous financial years pending filing, which results in registry closure.
Both are recurring errors that can be avoided through a prior review by the advisory firm before initiating the filing process.
Remember…
If your general meeting approves accounts without mentioning the right to information under Article 272.2 LSC, the filing will be rejected.
Publishing the documentation on the website is not sufficient: the law requires formal communication of the right.
Penalties for failure to file accounts may reach up to 2% of the share capital.
If previous years are pending filing, the registry will remain closed.
Before convening your meeting, review the wording of the notice with your advisory firm.
For further information, please consult Tax Advisory.
