In this article we discuss useful information for family business.

1 / The source of information is STS 138/2009.

2/ What is the situation? These two business families owners of a business group. Ignacio's family group, majority partner and Javier's family group minority partner.

3/What is the problem? The administration of a tourist company of the group. Konrad-Hidalgo, SL, established in 1993, whose registered office is in Santa Cruz de Tenerife. The partners -majority and minority- had agreed on a paracorporate basis a system of proportional representation on the Board of Directors if it was constituted.

Years after the foundation of the company, the Bylaws of Konrad-Hidalgo, SL were modified to regulate (art, 19) a proportional system within the Board of the SL through a system of grouping shares. The majority had 3 and the minority had 2. The system was put into operation but problems arose because the majority did not recognize an appointment by the minority and even managed to register it in the Mercantile Registry.

The disagreement begins. What do the majority defend? They argue that article 19 is void because it goes against the regulation of limited liability companies, which in effect does not regulate the proportional system within the SL. And the minority? They defend the validity of the social pact and article 19 of the ES that regulate it.

4/ The TS -Although he does not agree with the minority due to a problem of deadlines- he admits that a proportional system for the appointment of directors of a Board of Directors can be agreed in the ES of a SL.

5/ Where lies the importance of this statement? The importance is that in a reasoned way the TS admits that a limited company is possible the proportional system for appointment of the Board of directors. This is a very important doctrine for family-type limited partnerships.

You can on request how to be represented in a family business in our Notary of Barcelona.