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Commercial

Shareholder disputes (conflictos entre socios)

When partners cannot agree, the law provides specific remedies: challenging resolutions, demanding information, leaving the company, expelling a partner, suing the directors or seeking dissolution if the company is deadlocked. Several have short time limits. We analyse your position, first try to reach a negotiated solution and, if that fails, represent you in court.

By Elena Fernández Ruiz, ICAB member no. 43871 · Updated on 14 October 2026

In brief

Who it is for
Minority or majority partners and directors of private limited companies and unlisted public limited companies involved in a corporate dispute.
Where it is resolved
First, through an attempt to negotiate, required for most claims; if there is no agreement, before the Commercial Section (Sección de lo Mercantil) of the Court of First Instance (Tribunal de Instancia).
Time limit to challenge resolutions
One year from adoption or, if registered, from when the registration takes effect against third parties; resolutions contrary to public policy can be challenged at any time.
Fees
We quote them in the first consultation (€40), with the option to pay in instalments.

What it covers

  • Challenging resolutions contrary to the law, the articles or the company's interest, including those imposed abusively by the majority; partners holding at least 1% may sue.
  • In a limited company, information on the agenda and, with 5% of the capital, inspection of the accounting records once the annual accounts meeting has been called, unless the articles provide otherwise.
  • Right to withdraw on statutory grounds, such as a substantial change to the corporate purpose, exercised in writing within one month.
  • Withdrawal for failure to distribute dividends (art. 348 bis), unless the articles exclude it, to be exercised within one month of the annual general meeting.
  • Expulsion of partners on statutory or contractual grounds; if the partner holds 25% or more and does not agree, a final court decision is generally needed.
  • Company action against directors, brought by the company or by the minority, and individual action for direct loss; both are time-barred after four years.
  • Dissolution when the company's bodies are paralysed: a general meeting must be called within two months and, failing agreement, judicial dissolution.

How we help you

  1. We study your position

    We review the articles, shareholders' agreements, minutes and accounts, work out the running deadlines and explain which route fits your goal: staying, leaving or claiming.

  2. Prior negotiation

    We seek a negotiated solution, which is also a precondition for most civil and commercial claims. The request interrupts limitation periods or suspends time limits for bringing claims.

  3. Court claim

    If there is no agreement, we prepare the claim and, if needed, apply for pre-action interim measures or preliminary inquiries, which do not require prior negotiation.

  4. Follow-up

    We support you throughout the proceedings, in valuing the shares if there is a withdrawal or expulsion, and in enforcing the judgment or agreement.

Frequently asked questions

Do I have to negotiate before suing?

Generally, yes. Since April 2025, most civil and commercial claims require a prior attempt at an appropriate dispute resolution method, such as negotiation between lawyers or mediation. It is not needed, for example, to seek pre-action interim measures or in non-contentious proceedings (jurisdicción voluntaria).

If we negotiate, do I lose the one-year period to challenge the resolution?

Not necessarily. A negotiation request that clearly defines its subject suspends the time limit from the attempted delivery; time runs again if there is no reply within thirty calendar days or if negotiations end without agreement. The claim must then be filed within what remains of the one-year period.

The company makes profits but never pays dividends. Can I leave?

You may have a right to withdraw if, after the fifth financial year since registration, the meeting does not distribute at least 25% of the previous year's distributable profit, there were profits in the three prior years and you recorded your protest in the minutes. There are exceptions and the articles may exclude it.

Legislation

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