It is a far more common situation than it may seem in closely held and family-owned companies.
A shareholder places their trust in the project and contributes capital… yet years go by without receiving any financial return.
Meanwhile, the shareholders managing the day-to-day running of the company continue to receive increasingly higher remuneration, salaries or other financial benefits.
During the early years, it may be reasonable not to distribute profits for reasons of financial prudence. The problem arises when that situation becomes the norm (even though it should not).
And then the familiar moment arrives:
An email from the accountants, a poorly detailed summary of the accounts, a request to sign as a Universal Shareholders’ Meeting, no real meeting and no sufficient explanation… And yet another year without receiving any dividends.
What can a minority shareholder or investor do in these circumstances?
Depending on the situation, various legal avenues may be available:
- Assessing the possible exercise of the shareholder’s right of withdrawal (Article 348 bis of the Spanish Companies Act).
- Reviewing whether there are disproportionate remunerations or payments not properly approved.
- Identifying possible disguised dividends benefiting the managing shareholders.
- Requiring sufficient corporate information before approving the accounts.
The approval of accounts should not become a mere automatic formality for shareholders who are not involved in the management of the company.
If you find yourself in a similar situation or would like to review your case before approving the 2025 Annual Accounts, at Talento Abogados we can help you protect your position as a shareholder… and your investment.
Jesús Rubiño Gómez
Partner responsible for Corporate and M&A