Non-voting shares

The law allows companies to create non-voting shares, which can be done at the time of their incorporation or afterwards. However, it also imposes a limit: the nominal amount of these shares can never exceed half of the share capital (in the case of public limited companies, half of the paid-up capital).

Well, in exchange for depriving the partner of their voting right (which prevents them from participating in the company's decisions), they are compensated with certain economic privileges, among which is the right to receive a minimum annual dividend (fixed or variable) established by the bylaws. This dividend, moreover, accumulates with the one that the company agrees to distribute in relation to ordinary shares.

Therefore, if a partner holds non-voting shares, the company is initially obliged to agree on the distribution of the minimum dividend. In this regard, see a concrete example and the different situations in which this partner may find themselves.

A limited liability company, for example, has a share capital of 100,000 euros, divided into 100,000 shares of one euro nominal value each, of which a partner holds 20,000: 15,000 non-voting shares (that is, 15% of the share capital) and 5,000 ordinary shares (5%).

This partner checks that the bylaws establish that the non-voting shares grant them the right to receive a minimum annual dividend of 6% of the nominal value, with preference over the other partners. Well, they may encounter the following scenarios:

• With profits. If the company has distributable profits of 20,000 euros and agrees to distribute dividends, the partner will receive 6% of the nominal value of their non-voting shares (15,000 × 6%); that is, a mandatory dividend of 900 euros. Additionally, after distributing this dividend, the remainder (19,100 euros) will be distributed among all partners in proportion to their participation. Therefore, since the partner has 20,000 shares, they will receive an additional dividend of 3,820 euros (19,100/100,000 = 0.191 euros per share; 20,000 × 0.191 = 3,820 euros in total).

• With profits, without agreement. If there are distributable profits but they are not distributed, the partner may challenge that agreement to have it declared null and claim payment of their preferred dividend.

• Without profits. If there are no distributable profits or they are insufficient to pay the minimum dividend, it is not lost, but accumulates, and the company must pay it within the following five fiscal years.

 

Our professionals will help you defend your rights as a partner and, in particular, claim payment of dividends both extrajudicially and judicially.