General meeting of partners

The Capital Companies Act (LSC) establishes that meetings of partners must be held, unless the bylaws state otherwise, within the municipal term where the company has its registered office. But what happens if the meeting is held outside the municipality of the registered office and the bylaws say nothing? Is it null?

Well, although holding a meeting outside the municipality of the registered office is not valid, the truth is that it is not an automatic rule, as the courts consider that in some cases the meeting may be deemed valid.

For example, the sole administrator and majority partner of an SL called a meeting to be held at a notary's office outside the municipality of the registered office. Only he attended the meeting, and the agreements were approved. The minority partner sued the SL claiming that the call and the meeting were null, as it violated what was established in the LSC. Well, the court has considered that the call was valid, since:

• Although the bylaws said nothing about the possibility of holding meetings outside the municipality of the registered office, there were exceptional circumstances that led the administrator to choose another location. Furthermore, the registered office was at the residence of the minority partner (the plaintiff), whose relationship with the other partner was quite conflictive. On the other hand, there was no notary in the locality of the registered office.
• Likewise, the court took into account that the suing partner did not express his opposition when he received the call nor did he allege any reason that prevented him from attending.
• Therefore, the court understands that there was no abuse on the part of the administrator, since the partner was not deprived of participating or voting in the meeting.