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Challenging Corporate Resolutions (Art. 204 LSC): Grounds, Deadlines and Standing 2026

Challenging Corporate Resolutions (Art. 204 LSC): Grounds, Deadlines and Standing 2026

Legal10 min read

Practical guide to challenging resolutions of the general meeting and the board of directors (Arts. 204-208 LSC, 2014 reform): nullity vs. voidability, 1-year/40-day expiry, standing and abuse of rights.

by Equipo Lexiel

Challenging Company Resolutions in Spain: Arts. 204-208 LSC 2026

Spanish company resolutions are challengeable when contrary to law (void), contrary to articles (voidable), or damaging to the company's interest. The 2014 reform restricted challenges: purely procedural defects without impact on the vote outcome are no longer grounds.

Deadlines (caducidad): 40 days for shareholders who voted in favour; 1 year for all others from adoption or BORME publication.

Lexiel finds Supreme Court decisions on resolution challenges by defect type, calculates the applicable caducidad deadline, and drafts the challenge application.

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