General meeting minutes (Spain)

curl -X POST https://dealroom.todo.law/api/v1/agent/contracts \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "contractType": "ACTA_JUNTA_GENERAL",
    "language": "es",
    "party": {
      "legalName": "Your company"
    },
    "counterparty": {
      "legalName": "The other company"
    },
    "terms": {
      "company-name": "<company-name>",
      "cif": "<cif>",
      "registered-address": "<registered-address>",
      "meeting-date": "2026-11-01",
      "meeting-type": "Ordinaria",
      "quorum-percentage": "<quorum-percentage>",
      "secretary-name": "<secretary-name>",
      "president-name": "<president-name>"
    },
    "inline": "md"
  }'

What it is and when it is used

General meeting minutes (in Spanish, acta de junta general) are the written record of a meeting of the members of a Spanish company. The general meeting is where the members, as owners, decide the matters the law reserves to them: approving the annual accounts, deciding what to do with the profit, appointing and removing directors, amending the articles of association and changing the share capital. The minutes record those decisions so that the company can prove them and, where needed, raise them to a public deed and register them.

The Dealroom skill prepares the minutes under the Ley de Sociedades de Capital. It covers three kinds of meeting:

• the ordinary general meeting, held each year to approve the accounts and decide on the result;
• the extraordinary general meeting, for any other matter; and
• the universal meeting, held without notice when all the capital is present or represented and everyone agrees to hold it and to its agenda.

The skill is designed for a sociedad limitada (S.L.). It does not cover board minutes, the public deed itself, the certificate of resolutions, or matters such as conversion, merger or dissolution.

Who signs it and in which role

General meeting minutes are not a contract between two sides. They are a record kept by the company about a decision of its members. The company fills in its name, tax identification number (CIF), registered address, the date and type of meeting, the percentage of share capital present or represented, the names of the chair and the secretary of the meeting and, where the accounts or the result are on the agenda, the date the financial year closed.

The secretary certifies the quorum, and the minutes are signed by the chair and the secretary. They are approved at the end of the meeting or, failing that, within fifteen days by the chair and two scrutineers (interventores), one representing the majority and one the minority.

Key clauses

The skill builds the minutes on a fixed frame: opening (with the universal meeting alternative), attendance and quorum, agenda, questions from the floor, approval of the minutes, closing and signatures. The eight resolution blocks below are optional; the company includes only those on its agenda. For an ordinary meeting, the accounts and the allocation of the result are expected.

Approval of the annual accounts

Approves the balance sheet, profit and loss account and notes for the financial year, either in full or with specific observations. The skill notes that directors must prepare the accounts within three months of the year end and that the ordinary meeting must approve them within the first six months of the year.

Allocation of the result

Pays out the profit as dividends, sends it entirely to voluntary reserves, or splits it between the two. Every option starts with the allocation to the legal reserve where it is required, and every dividend option fixes payment within twelve months.

Appointment of directors

Appoints a sole director, two or more joint directors (mancomunados), or a board of directors with its members named. For an S.L., the term of office is indefinite unless the articles provide otherwise.

Removal of directors

Removes a director for a stated cause, or freely without giving one. The members may remove a director at any time, even if the matter was not on the agenda, and the removal takes effect when the resolution is adopted, without prejudice to its registration.

Amendment of the articles of association

Approves either a new complete wording of the article or articles concerned, or a specific amendment to one point. The minutes record that members had access to the full text of the proposal. For an S.L., the resolution needs more than half of the votes of the participaciones; the written report of the directors is required only in an S.A.

Increase or reduction of share capital

Increases capital by creating new participaciones (with the members' preferential subscription right) or by raising the nominal value of existing ones, charged to reserves or new contributions. Alternatively, reduces capital to return contributions, restore the balance between capital and net assets, or create reserves, by lowering the nominal value or cancelling participaciones. In each case the directors are empowered to execute the resolution and sign the public deed.

Directors' pay

Sets a fixed annual amount for the directors, or a fixed amount plus a variable part linked to objectives. The skill notes that the position of director is unpaid unless the articles say otherwise and that, where they provide for pay, the general meeting approves the maximum annual amount.

Related-party transactions

Approves one specific transaction with a related party, or authorises a category of recurring transactions on set conditions. The specific option records that members affected by the conflict of interest abstained from voting.

What the company decides when preparing the minutes

Because the minutes record a decision of the members as a body, there is no counterparty and nothing to negotiate. Every option in the skill is weighted as neutral. The choices are the company's:

• Type of meeting: ordinary, extraordinary or universal.
• Which resolutions to include: each block can be left out.
• Accounts: approve in full, or with observations.
• Profit: dividends, reserves or a mix, always after the legal reserve.
• Management structure: sole director, joint directors or a board.
• Removal: with a stated cause or without one.
• Articles: full new wording, which the skill notes makes registration easier, or a specific change.
• Capital: new participaciones, which may dilute members who do not take them up, or a higher nominal value, which does not dilute but needs contributions from all members or reserves; or a reduction, which reduces the guarantee for creditors.
• Pay: fixed only, or fixed plus variable.
• Related-party transactions: one at a time, or a category.

The frame also records that resolutions can be carried out once the minutes are approved, that members who did not vote in favour may challenge them, and who may raise registrable resolutions to a public deed.

Jurisdictions and languages Dealroom supports for it

Dealroom offers these minutes for Spain only and drafts them in Spanish only, as they are a record of a Spanish company kept under Spanish law. This page explains the document in English, but the minutes themselves are produced in Spanish. One person can prepare them alone. For decisions of the board rather than the members, see board minutes (Spain).

Common mistakes

• Paying dividends without funding the legal reserve. The allocation comes first. In the year the reserve reaches 20% of capital, the compulsory amount is only what is still missing; anything above that is voluntary.
• Leaving dividend payment open. Payment must be completed within twelve months of the resolution.
• Holding a universal meeting without everyone. It requires all of the capital present or represented and unanimous acceptance of the meeting and its agenda.
• Amending the articles without the full text. Members must have had the full proposal, and the vote must reach the required majority.
• Using S.L. wording for an S.A. Terms such as participaciones, the director's term and the majority to amend the articles differ and must be adapted.
• Holding an ordinary meeting without the accounts. An ordinary meeting exists to approve the accounts and decide on the result; if they are left out, record why.
• Recording an abstention that did not happen. In a related-party transaction, the abstention of the conflicted member must reflect what actually occurred.