Spanish listed companies are obliged to publish on their corporate websites the notice and information of their general meetings of shareholders in due time, continuously and uninterruptedly.

Compliance with this requirement is simple – it is enough for companies to publish the information on their websites – but how is compliance demonstrated? Relying on analogue methods, such as manually checking a website to verify whether the information was published, does not make sense today, when digital tools exist that are both efficient and reliable from a technological and legal certainty standpoint.

In the case of EADTrust, we use cryptographic technology to track the information published on the corporate website, and we help you demonstrate compliance with this regulatory requirement. We tell you how below.

What information must listed companies publish?

According to article 518 of the Spanish Companies Act (Ley de Sociedades de Capital – LSC), from the moment the notice of a meeting is published and until it is held, the company must maintain a series of key documents and information on its website without interruption:

• The announcement of the call.
• The total number of shares and voting rights.
• Documents that must be presented at the meeting, such as reports from administrators, auditors, and experts.
• The full texts of the proposed agreements.
• Information on the persons to be appointed as members of the board of directors.
• Forms for representation and remote voting.

What are the consequences of not being able to demonstrate regulatory compliance?

Failure to comply with this obligation can lead to serious consequences: from the suspension of the meeting (art. 11 ter.4 LSC), to the challenge of resolutions if it is proven that the lack of information affected the rights of the shareholder (art. 204.3.b LSC).

The company has the burden of proving the fact of the insertion of the documents on the website, and of the date on which this insertion took place, so it will be up to it to demonstrate that the information was correctly published throughout the period of the call (art. 11 ter, 2 LSC). In addition, the directors could incur joint and several liability together with the company for failing to comply with the obligation of publicity (art. 11 ter, 3 LSC).

Therefore, even if the company complied with the requirement of publication, if it could not prove it, it would be exposed to a possible suspension or challenge, having the responsibility of demonstrating that it complied with this requirement of the law.

How does evidentiary compliance technology work?

EADTrust’s certified verification of documentation service continuously monitors the website where the corporate information is published, following these steps:

1. Downloads the published content, just like any shareholder would.
2. Generates the document ‘s fingerprint (hash).
3. Apply a qualified time stamp several times a day, for the entire period required by law.
4. If it detects a change or unavailability, it performs checks and alerts the customer.

The qualified time stamps that are issued on the document’s fingerprint have the advantage of granting the document the reversal of the burden of proof, as it is a qualified service recognised in Article 3 of Spanish Law 6/2020, which in turn refers to Article 326.4 of the Spanish Civil Procedure Law.

At the end of the service, EADTrust issues an electronic certificate of evidence that certifies that the information was published in an accessible and uninterrupted manner for any consultation by any shareholder.

What advantages does it offer compared to manual solutions?

• Reinforced legal certainty: evidence with recognized probative value.
• Control automation: process efficiency is achieved and human errors are eliminated.
• Corporate governance best practices: it provides transparency and trust.
• Independent support to the board secretary: The secretary has the means to demonstrate compliance with the regulatory requirement.
• Complies with the requirements of the Mercantile Registry: presents the certificate of evidence together with the corporate agreements for registration.
• Protect yourself against challenges, proving the date and content of the publication.

Do you want to demonstrate compliance with the requirements for calling a general shareholders’ meeting of a listed company?

At EADTrust we help you comply with guarantees. Our certified verification service is an essential tool for any listed company that wants to demonstrate its compliance with the publicity requirements of the notices of meetings.

Find out how to implement certified verification in your organization with EADTrust: https://www.eadtrust.eu/en/professional-services/certified-documentation-shareholders-meeting/