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The holding of shareholders’ meetings by electronic means has become standard practice for many companies. In this context, corporate digitalisation has raised several questions in recent years, particularly regarding the requirement for the notary to be physically present at the same location as the chair of the meeting or at the company’s registered office.
In recent weeks, various legal practitioners have highlighted the declining practical relevance of territorial constraints. This development stems from the combined application of existing legislation and recent administrative criteria, marking a further step in adapting Spanish corporate and notarial law to digital environments.
The legal basis for virtual meetings and notarial intervention
The legal framework supporting this evolution is not entirely new, but has gradually been consolidated through several regulations already in force, in particular:
- Spanish Companies Act (Capital Companies Act), section 182 bis. Allows shareholders’ meetings to be held entirely by electronic means, if this is in the articles of association and that shareholders’ rights are duly safeguarded.
- Law 11/2023 of 8 May. Amends the Spanish Notarial Act and promotes the digitalisation of notarial functions, enabling certain acts to be carried out by videoconference and electronic means, with full legal validity.
- Royal Decree-law 8/2020, section 40.7. Anticipated the possibility for notaries to record minutes of meetings held by electronic means, using real-time remote communication systems.
A recent administrative criterion reinforcing this practice
Within this broader process of digital transformation in corporate governance, a recent interpretative criterion issued by the Directorate-General for Legal Certainty and Public Faith (DGSJFP) has gained relevance.
This criterion clarifies that, in the case of meetings held electronically, and provided that the identification of participants, real-time communication and authentication of resolutions are properly ensured, it is not decisive for the notary to be physically located in the same place as the chair of the meeting.
Although such administrative criteria are not always immediately published in the Official State Gazette, nevertheless they do guide notarial and registry practice. Therefore, they contribute to greater legal certainty for companies opting for virtual or hybrid meeting formats. In practice, this approach reinforces the idea that proper technical and formal organisation of the meeting prevails over the notary’s physical location. In any event, this applies always within the applicable legal framework.
What this development means for companies
From a business perspective, this change has a clearly positive impact:
- It facilitates the organisation of virtual or hybrid shareholders’ meetings.
- It reduces travel requirements and associated costs.
- It allows for greater flexibility in corporate governance, particularly for corporate groups or companies with shareholders in different locations.
That said, this progress does not remove the need for careful planning. Appropriate provisions in the articles of association and effective coordination with the notary remain essential to ensure the validity of the resolutions adopted and their subsequent registration.
At LEIALTA, we support companies in the correct application of the applicable Spanish corporate and legal framework. Also, we provide ongoing advice to ensure legal certainty in corporate decision-making.
