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Challenge to corporate resolutions (LSC arts. 204-208)

Challenge to corporate resolutions (LSC arts. 204-208) is filed with Juzgado de lo Mercantil competente. With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your demanda (claim) for you. Estimated total cost: €1,490. Official tasa (government fee): Individuals: EXEMPT from the court tasa (official fee) (art. 4.2.a of Ley 10/2012). Companies: tasa according to the type of proceedings and the amount claimed. We provide the procurador (court agent) and the lawyer OURSELVES: the procurador's scale fee (RD 1373/2003) is advanced to you as a suplido (disbursement) and passed on to you without VAT, according to the amount of the claim. It does not include expert witnesses or the other side's costs if the court orders you to pay them.

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We draft the claim challenging corporate resolutions adopted at the general meeting (junta general) for you (amendment of the articles of association, annual accounts, dividends, appointment or remuneration of directors, increase or reduction of share capital, merger, spin-off, exclusion of a shareholder, and so on) on the grounds that they breach the law, the articles of association, the meeting regulations, or the corporate interest (abuse of a majority). We check standing (≥ 1% of the capital, a director, or a third party with a legitimate interest) and the 1-year time limit (art. 205.1 LSC), except where public policy is involved (no time limit then). Route: ordinary proceedings (juicio ordinario) (LEC art. 249.1.3.º). We can also apply for interim measures and for the claim to be recorded at the Commercial Registry (Registro Mercantil, RM) (art. 205.4 LSC).

What we charge you
€1,490
Managora's fee
€1,489.99 (21% VAT incl.)
Tasa (official government fee)
Individuals: EXEMPT from the court tasa (official fee) (art. 4.2.a of Ley 10/2012). Companies: tasa according to the type of proceedings and the amount claimed. We provide the procurador (court agent) and the lawyer OURSELVES: the procurador's scale fee (RD 1373/2003) is advanced to you as a suplido (disbursement) and passed on to you without VAT, according to the amount of the claim. It does not include expert witnesses or the other side's costs if the court orders you to pay them. (suplido: paid to the authority on your behalf, no VAT)
Processing time
Time limit: 1 year from the adoption / publication / registration of the resolution (art. 205.1 LSC). No time limit if public policy is involved.
Where it is filed
Juzgado de lo Mercantil competente ↗
What you receive
Demanda (court claim)

Cost breakdown: Our fee €1.490 (21% VAT incl., legal representation and procurador included). Individuals are exempt from the court tasa; companies add the tasa according to the amount claimed. Expert witnesses and the other side's costs, if any, are extra..

Challenge to corporate resolutions (LSC arts. 204-208): how is it filed?

  1. 1Answer the chat questions (around 10 minutes).
  2. 2We check your standing and the 1-year time limit.
  3. 3We structure the factual and legal grounds.
  4. 4Payment of €1.490 (legal representation and procurador included).
  5. 5We file the claim with the Commercial Court via LexNET (the Spanish courts' electronic filing system) using our procurador.

Which documents do you need?

  • •DNI (Spanish national identity document) / NIE (foreigner identity number) / CIF (Spanish company tax ID).
  • •Minutes of the challenged general meeting.
  • •Articles of association and meeting regulations.
  • •Evidence of shareholder status (the shareholders' register).
  • •Notice convening the meeting and evidence of attendance and opposition.
  • •Documentation supporting the challenge.

Legal basis and things to bear in mind

  • Legal framework: LSC arts. 204-208 + LEC arts. 249.1.3.º.
  • Time limit: 1 year, except for resolutions contrary to public policy.
  • Procedure: ordinary proceedings (juicio ordinario).
  • The claim can be recorded at the Commercial Registry (RM) (art. 205.4).
  • Related procedures: derecho_separacion_socio_sl, deposito_cuentas_anuales, nombramiento_administrador_sl.

Challenge to corporate resolutions (LSC arts. 204-208): frequently asked questions

Challenge to corporate resolutions (LSC arts. 204-208): how much does it cost?

We charge you €1,490: our fee plus, where applicable, the fixed official tasa we advance. Our fee €1.490 (21% VAT incl., legal representation and procurador included). Individuals are exempt from the court tasa; companies add the tasa according to the amount claimed. Expert witnesses and the other side's costs, if any, are extra.. Managora's fee is €1,489.99, 21% VAT included (€1,231.40 net + €258.59 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: Individuals: EXEMPT from the court tasa (official fee) (art. 4.2.a of Ley 10/2012). Companies: tasa according to the type of proceedings and the amount claimed. We provide the procurador (court agent) and the lawyer OURSELVES: the procurador's scale fee (RD 1373/2003) is advanced to you as a suplido (disbursement) and passed on to you without VAT, according to the amount of the claim. It does not include expert witnesses or the other side's costs if the court orders you to pay them..

Challenge to corporate resolutions (LSC arts. 204-208): how long does it take?

Time limit: 1 year from the adoption / publication / registration of the resolution (art. 205.1 LSC). No time limit if public policy is involved.

Challenge to corporate resolutions (LSC arts. 204-208): which documents do I need?

You need to have to hand: DNI (Spanish national identity document) / NIE (foreigner identity number) / CIF (Spanish company tax ID)., Minutes of the challenged general meeting., Articles of association and meeting regulations., Evidence of shareholder status (the shareholders' register)., Notice convening the meeting and evidence of attendance and opposition., Documentation supporting the challenge.. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Juzgado de lo Mercantil competente. You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Juzgado de lo Mercantil competente ↗.

Shall we get started with «Challenge to corporate resolutions (LSC arts. 204-208)»?

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