Validity of the board

The administrator of the SL of which you are a partner convened an ordinary board meeting that he finally did not attend, so he wonders if the holding of the meeting and the agreements approved in it are valid.

The agenda of the held board meeting included submitting for approval the expansion of the company's corporate purpose to start new projects. And, although the administrator did not attend the meeting, the partners decided to hold it and approved the aforementioned agreement. In addition, in this meeting, a minority partner requested more information on the point regarding the corporate purpose, and since the administrator had not attended, he could not obtain it.

The administrator has the legal obligation to attend the meeting, and this attendance must be personal and, therefore, non-delegable. In any case, the law does not provide for any sanction, but if the administrator does not justify his absence, he is breaching his duty of diligence and may be held accountable for the damages resulting from the agreements approved in the meeting.

Although the administrator does not attend the meeting, in general, it is considered valid (as long as the partners have a sufficient quorum to hold it). This is logical since, otherwise, the holding of the meeting would be at the discretion of the administrator.

Exceptionally, the agreements of a meeting that the administrator did not attend may be declared null when the right to information recognized by the law to the partners has been violated. This right is specified in:

• Verbally request during the meeting (or in writing, beforehand) detailed information on issues related to the agenda. It should be noted that the administrator must address this request during the meeting and orally.
• Request any necessary clarifications on these matters.

If the administrator does not attend the meeting, he will fail to comply with his legal duty to provide the required information to the partner. Therefore, the partner will not be able to exercise, in a reasoned manner, his right to vote. This constitutes a violation of the right to information, so the partner may resort to the judicial route to challenge the agreement and request its nullity. In this regard, to better support the challenge, the absence of the administrator and the lack of attention to the partner's request must be recorded in the minutes of the meeting.

 

Our professionals will advise you if you want to legally challenge an agreement for considering your right to information violated.