LA JUNTA GENERAL DE ACCIONISTAS Y LA CONFORMACIÓN DE LA VOLUNTAD SOCIAL.

Abstract

The shareholders' meeting is the topmost deliberating body of a corporation. It forms and voices the "corporate will" upheld by the "majority rule"; in other words, resolutions validly made by the majority are binding for all shareholders. Since the shareholders' meeting is a "non-standing" body (unlike the company's executive bodies, i.e. its board of directors and management), the shareholders must be called to meeting beforehand, save where they hold a "general shareholders' meetings", that is, when all members are present and agree unanimously to the idea of holding a shareholder's meeting and the agenda for that meeting. A shareholder's meeting requires the attendance of the holders of subscribed voting shares (or their proxies) in response to a call to meeting issued by the board of directors or another competent body and the meeting of the proper quorum in a timely manner, at the place and with the agenda stated in the notice of the meeting. The conjunction of these requirements will empower the shareholders' meeting to debate and validly to make resolutions with the majorities required by the company bylaws, the law or registered agreements of the shareholders. Such resolutions will have to be obeyed by all shareholders, even those who disagreed with the resolution or failed to attend the meeting. Pursuant to article 43 of the Company Registry Regulation approved by Decision No. 200-2001-SUNARP-SN of 24/07/01 of the National Superintendent of Public Registries, "In all entries that are the consequence of a resolution of a shareholders' meeting, the Registrar will check that the rules of law, the bylaws and registered agreements of shareholders concerning calls to meeting, quorums and majorities have been met". The registrar's scrutiny of these matters for purposes of registration will be restricted to these points, and these same points must be reflected in the minutes of the shareholders' meetings. There are some aspects of a shareholders' meeting that do not fall under the registrar's scrutiny, such as the shareholders' "right to information", proof of standing as a shareholder, partner or proxy and legalisation of the minutes book by a notary or judicial authority. These points are presumed to have been complied with unless there is evidence otherwise. This article analyses the main aspects of shareholders' meetings, such as the call to meeting, the quorum, majorities and the formalities of the minutes, in the light of the "precedents of mandatory observance", that is, the binding criteria of interpretation established by the Registration Court in its respective Plenary Sessions, published in the official journal (National Regulation on Public Registries, art. 158).