Supreme Court Judgment of 24 March 2026
Who must physically receive the notification? Is it sufficient for any person at the registered office to receive it? What happens if the registered addressee does not collect the recorded delivery (burofax) from the post office?
The Supreme Court has now clarified an important part of these issues in a judgment dated 24 March 2026, which is particularly relevant for family businesses, holding companies and structures involving intermediary shareholders.
The case at hand
A limited liability company with two shareholders, each holding 50%, held an extraordinary general meeting convened by burofax. The addressee shareholder—also a company—did not collect the delivery from the post office, but the communication did reach the chairman of its board of directors. Only the other shareholder attended the meeting, resolving to bring a corporate liability action against a director and to remove him.
The absent shareholder challenged the meeting on the grounds of defective notice. Both the Court of First Instance and the Provincial Court of Lugo declared the resolutions null and void. The Supreme Court overturned both decisions and dismissed the claim in its entirety.
The key issue: Article 235 of the Spanish Companies Act and authority to receive communications
The Court’s reasoning rests on a technical distinction overlooked by the lower courts: the difference between the organic representation powers of directors (Article 233 of the Companies Act) and the specific authority to receive communications addressed to the company (Article 235).
Article 235 provides that, where management is structured as a board, communications “shall be addressed to its Chairman”. According to the Supreme Court, this rule ensures simplicity and legal certainty in corporate dealings: third parties have a clearly defined legal point of contact.
From this premise, the conclusion follows directly: if the notice was sent to the registered office and ultimately received by the chairman, the communication must be deemed validly made. Its validity cannot depend on whether that chairman later claims not to have been involved in day-to-day management or failed to circulate the notice internally.
The role of director is not merely nominal
The judgment contains an important message: the position of director entails duties of diligence, oversight and responsibility as long as it is formally held, regardless of actual day-to-day involvement.
This means that in structures where someone acts as a “nominee” or “trusted” director, lack of real management does not exempt them from the duty to deal with corporate communications. Once the chairman receives the notice, the company is deemed notified, even if the information is not internally circulated.
Practical implications
- For parent companies and holdings
If your company participates in others and holds the chairmanship of their boards, you must establish clear internal processes for receiving and circulating communications. The parent company cannot argue lack of knowledge if the chairman failed to pass on the notice. - For companies with corporate shareholders
For meeting notices, sending the communication to the registered office of a corporate shareholder is sufficient provided it reaches the chairman. This strengthens the position of the convening party against obstructive tactics. - For deadlock situations (50%-50%)
The ruling limits the ability of a shareholder to block decisions by not collecting a burofax. If the communication reached the chairman, the meeting is valid even if the shareholder claims lack of awareness. - For “courtesy” chairmanships
Particular caution is required in family structures where roles are held without real management: the position carries unavoidable responsibilities.
Conclusion
The judgment establishes a clear and technically sound principle: the law grants the chairman authority to receive communications on behalf of the company, and such receipt is equivalent to receipt by the company itself. Internal failure to circulate the message cannot prejudice a party who has complied in good faith with legal and statutory requirements.