Voting thresholds in a Spanish SL: how to avoid gridlock and governance surprises

In a Spanish private limited company (Sociedad Limitada, SL), voting thresholds are not a formality. They determine who truly controls corporate decisions, what can be executed without consensus, and how real-life risks (gridlock, investor disputes, forced exits) are managed when the company is under pressure.

If you are drafting (or renegotiating) bylaws and a shareholder agreement, you need a clear map to (1) keep decision-making fast, (2) protect minority investors without giving away “free” veto power, and (3) reduce the risk of challenges based on invalid procedure or abusive majority conduct.

Main legal source: Spanish Companies Act (Ley de Sociedades de Capital, LSC) (SL).
Consolidated text (Spanish): https://www.boe.es/buscar/act.php?id=BOE-A-2010-10544

1) How majorities work in an SL (where founders often get it wrong)

The SL default rule is based on votes validly cast (yes vs no), with an important practical safeguard: the “yes” votes must represent at least a minimum fraction of the share capital in accordance with the SL rules in the LSC (and blank votes are not counted).

Two practical takeaways:

“Winning the vote” is not enough if participation is low and the required baseline is not met.
Cap table design can create veto power even without control, especially where qualified majorities apply.

2) Ordinary majority (everyday decisions)

Rule

Everyday resolutions typically pass with more votes in favour than against, subject to the SL statutory baseline for the “yes” votes (and excluding blank votes).

Typical examples

Approval of annual accounts and ordinary management matters.
Allocation of profits (unless a special regime applies).
Day-to-day corporate decisions not subject to qualified majority.

Practical case 1 (low participation)

Share capital: A 60%, B 25%, C 15%.

If only A votes “yes” (60%), the resolution passes.
If only B votes “yes” (25%), the resolution may fail if the statutory baseline is not met, even with no opposition.

3) Qualified majorities required by law (where the LSC “raises the bar”)

The LSC imposes higher thresholds for decisions with structural impact. In SL practice, two levels matter most: over 50% of the share capital and 2/3 of the share capital for specific matters.

A) Matters that typically require over 50%

Capital increases and reductions.
Amendments to the bylaws (as a general rule).

Practical case 2 (51/49 and a bylaw amendment)

With 51%, a shareholder can pass a bylaw amendment alone (if they vote yes). With 50/50, the amendment is blocked.

B) Matters that typically require at least 2/3

Common “high impact” decisions include:

Authorising directors to engage in competing activities (dispensation of non-compete duty).
Waiving or limiting pre-emptive rights in capital increases (where applicable).
Transformation, merger, split, global transfer of assets and liabilities.
Exclusion of a shareholder.

Practical case 3 (a 34% minority and strategic transactions)

A 34% investor can block decisions requiring a 2/3 majority by preventing the threshold from being reached. This often affects M&A, reorganisations, exclusions, and certain capital operations.

4) Enhanced majorities in the bylaws (and the “no unanimity” boundary)

SL bylaws can require higher thresholds than the legal minimum, and can even add an extra condition such as approval by a minimum number of shareholders (headcount requirement). However, there is a key boundary: you cannot impose unanimity as a general voting rule.

Also, certain matters have specific limits. For example, in an SL you may strengthen the voting threshold for removal of directors, but not above 2/3.

Practically, these rules can turn a 25%-30% stake into a de facto veto if the bylaw thresholds are raised too aggressively.

5) Minority rights in an SL (thresholds that actually matter)

Minority protection is not only about blocking by qualified majority. The LSC grants concrete rights at key ownership thresholds.

5.1 1% (challenging shareholder resolutions)

As a general rule, shareholders holding at least 1% may challenge corporate resolutions (with exceptions for public policy issues). Bylaws may reduce this threshold.

Crucially, a breach of a shareholder agreement does not automatically invalidate a corporate resolution if the resolution complies with law and bylaws. Challenges typically need to be framed as (1) illegality or bylaw breach, or (2) abusive majority conduct harming the corporate interest.

5.2 5% (the most operational “governance lever”)

At 5%, shareholders can often:

Request that directors call a shareholders’ meeting to address specific matters.
Require a notarial record of the meeting (strong evidence in disputes).
Request the appointment of an auditor in scenarios where the company is not subject to mandatory audit (subject to statutory conditions).
Trigger certain liability actions under the LSC when requirements are met.

In practice, 5% is frequently the threshold that changes negotiation dynamics in founder and investor disputes.

5.3 25% (profit policy tensions and exit mechanisms)

Under certain conditions, Article 348 bis LSC may enable a dissenting shareholder to claim an exit right (separation right) where distributable profits exist but the meeting repeatedly refuses to approve a minimum distribution required by the statute’s conditions.

This is not a direct “right to force dividends” in all situations, but it is a meaningful exit and pressure tool where majority shareholders indefinitely prioritise reinvestment.

6) Bylaws vs shareholder agreement: how to “raise or soften” thresholds and what it changes

Bylaws (corporate effect)

Binding on the company and publicly filed.
Best for structural governance rules you want to be enforceable as corporate law (reserved matters, qualified majorities, procedure).

Shareholder agreement (contractual effect)

Binding on signatories as a contract, but it does not, by itself, change the validity of a corporate resolution.
Ideal for business reserved matters (budget, debt, key hires, M&A, IP strategy, roadmap) and arrangements you do not want to publish.

Practical case 4 (2/3 in bylaws, 80% in the agreement)

If bylaws require 2/3 but the shareholder agreement requires 80% for “selling the company”:

If the company approves with 70% (and bylaws allow it), the corporate resolution can be valid, yet the signatory may be in breach of contract.
The remedy is typically contractual enforcement (damages, penalties, pre-agreed remedies), not automatic corporate invalidity.

7) How to enforce a shareholder agreement when someone votes “wrong”

A shareholder agreement without enforcement tools often fails precisely when the company is under stress. Mechanisms that typically work (and can be combined):

Liquidated damages / penalty clause (reduces disputes over the amount of harm).
Call/put options triggered by breach (turn breach into a clear exit).
Good leaver / bad leaver economics (powerful in founder teams).
Drag-along and tag-along to manage exit routes and prevent hostage situations.
Voting syndication with economic remedies.

The practical point is to create incentives to comply, rather than incentives to litigate.

8) Practical scenarios founders and investors face

Case 1. Accounts approval with insufficient effective participation

A resolution can fail even without meaningful opposition if the statutory baseline is not met.

Case 2. Introducing “reserved matters” into bylaws

Requires a bylaw amendment (over 50%). Once in bylaws, thresholds can be raised for future decisions.

Case 3. A 34% investor stake after a round

That stake can block 2/3 decisions (merger, transformation, pre-emptive right limitation, exclusion). If you accept this, you should offset it with governance architecture and exit routes.

Case 4. Director removal in a dispute

In an SL, removal is possible, but bylaw reinforcement has limits (do not exceed 2/3).

Case 5. Minority wants evidence

At 5%, the notarial record requirement can materially change the evidentiary landscape.

Case 6. Profits with no distributions

348 bis can lead to separation rights under statutory conditions (and bylaws may modulate within legal boundaries).

9) Best practices (startups, not theory)

Separate operational decisions from irreversible strategic decisions (do not overuse supermajorities).
Avoid scattered vetoes (too many 80%-90% matters often equals paralysis).
Reserve supermajorities for truly irreversible topics (major dilution, sale of key assets, M&A, change of control, structural debt).
Design deadlock exits (mediation, buy-sell, auction, a well-adapted shotgun clause).
Align bylaws and shareholder agreement (structure in bylaws, business confidentiality in the agreement with real enforcement).

FAQ

What is the default voting rule in an SL?

Ordinary matters generally pass with more “yes” than “no” votes among validly cast votes, subject to the SL statutory baseline and any qualified majority rules for specific matters.

When do I need over 50% of the share capital?

Typical examples include capital increases or reductions and bylaw amendments.

When do I need 2/3 of the share capital?

For high-impact matters such as director competition dispensations, waivers or limitations of pre-emptive rights in certain scenarios, transformations, mergers, splits, global transfers, and shareholder exclusions.

Can bylaws require 90% for certain decisions?

You can increase thresholds without reaching unanimity and subject to specific limits for certain matters (for example, director removal in an SL cannot be reinforced beyond 2/3).

Can a shareholder agreement change corporate voting thresholds?

It does not change corporate validity by itself. It binds signatories contractually and should be backed by penalties, options and other remedies. If you need it to be binding as a corporate rule, it belongs in the bylaws.

What percentage is needed to request a notarial record of the meeting?

Commonly, 5% (subject to statutory conditions).

What stake do I need to challenge corporate resolutions?

As a general rule, 1% (with exceptions). Bylaws may reduce the threshold.

Discreet commercial close

Need help designing a fast, enforceable governance structure for your SL in Spain? At Legal Core Labs we support founders and investors with bylaw architecture, reserved matters, shareholder agreement enforcement and minority protection, with a practical approach tailored to startups and tech companies.