Understanding Shareholder Disputes in Spain
Shareholder disputes can destabilize Spanish companies and destroy shareholder value—especially in private limited companies (SL) or family businesses. These conflicts may arise from disagreements over management, profit distribution, voting rights, or exit terms.
At Borderless Lawyers, we provide legal guidance to foreign shareholders, expats, and international investors to resolve shareholder disputes in Spanish companies—efficiently and strategically.
⚠️ Common Causes of Shareholder Conflicts
📊 Profit Distribution
-
Disagreement over dividend payouts vs. reinvestment
-
Alleged misuse of company funds
🗳️ Voting Rights & Decision-Making
-
Minority shareholders being excluded from decisions
-
Conflicts between majority and minority blocks
🧑💼 Director Misconduct
-
Abuse of power or self-dealing by board members
-
Breach of fiduciary duties or illegal transactions
🚪 Exit Disputes
-
Lack of agreement on share transfer pricing
-
Refusal to buy out departing shareholders
🔍 These disputes are especially difficult when no shareholder agreement exists, or the bylaws are outdated.
🧾 Legal Framework in Spain
Shareholder rights and remedies are governed by:
-
Ley de Sociedades de Capital (Capital Companies Act)
-
The company’s bylaws
-
Any existing shareholder agreements
-
General Commercial Code and Civil Code principles
📌 Spanish law protects minority shareholders from abusive majority behavior (abuso de mayoría).
🧩 Legal Options to Resolve Shareholder Disputes
1️⃣ Negotiation & Mediation
We often resolve disputes amicably through:
-
Formal negotiations between parties
-
Involving neutral mediators
-
Redrafting or enforcing shareholder agreements
🤝 Mediation is particularly effective in family-run and private SL companies.
2️⃣ Court Litigation
When amicable resolution fails, we assist clients in:
-
Filing lawsuits for breach of shareholder rights
-
Seeking annulment of shareholder resolutions
-
Claiming damages or company mismanagement
🧑⚖️ Spanish courts (Juzgados de lo Mercantil) have special jurisdiction over corporate disputes.
3️⃣ Judicial Expulsion or Dissolution
In extreme cases, shareholders may:
-
Request judicial dissolution of the company
-
Expel a shareholder for breach of obligations (under strict conditions)
⚠️ These actions are serious and often lead to full company restructuring or winding-up.
4️⃣ Share Buyout or Exit Solutions
-
Drafting buy-sell agreements
-
Valuing shares based on independent expert reports
-
Ensuring legally valid transfer through notarial deed
🔁 A well-drafted exit clause or call/put option simplifies resolution.
🌍 Support for Foreign Shareholders
At Borderless Lawyers, we assist international investors, foreign co-owners, and global entrepreneurs with:
-
✅ Reviewing Spanish shareholder agreements
-
✅ Representing minority or majority shareholders in disputes
-
✅ Litigation and arbitration over shareholder rights
-
✅ Buyout negotiation, company restructuring, or exit planning
🌐 We work across all major Spanish business hubs: Madrid, Barcelona, Valencia, Málaga, and beyond.
💡 Case Example
Case: A Canadian investor in a Spanish tech startup was excluded from major decisions. We challenged several shareholder resolutions in court, secured interim measures to freeze voting rights, and reached a negotiated buyout at a fair valuation.
🚀 Protect Your Shareholding Rights in Spain
Shareholder disputes in Spain can be complex—but with the right legal support, you can defend your rights, recover your investment, or exit strategically.