C/ Enric Granados, 86-88, 5è 1ª – 5è 2ª, 08008 Barcelona · 93 268 87 40 info@ms-advocats.com

A company may allow each of the co-owners of shares to attend and vote at a meeting if it is in their interest to do so

Los herederos no han designado representante

When a shareholder dies and his shares or holdings become jointly owned by several persons, these persons must appoint a representative to exercise the rights of a shareholder. However, both the courts and the commercial registers consider that the obligation to appoint a person to represent the co-owners is in the interest of the company itself. Therefore, if the company accepts that all co-owners attend the meeting, they can jointly exercise their rights as partners.

When the ownership of an asset (shares or holdings in this case) is inherited between different persons, this is called community of property. However, the status of shareholder varies according to the specific moment:

  • In the hereditary community (it is formed by the heirs before the partition, i.e. the distribution of each asset, has been made), the partner is the community – and not its members – and the latter must appoint the representative.
  • In the ordinary community (which arises after the partition and allocation of the shares or holdings), everyone is a partner, but in proindiviso: there is a community of owners because all the shares or holdings belong to everyone and, therefore, they must also appoint a representative.

In this regard, the articles of association should be reviewed, as they may provide for the appointment of representatives in cases of joint ownership of shares or holdings.

Notwithstanding the above, it is possible for all co-owners to attend the meeting, whether or not the inheritance has been divided, even without appointing a proxy (provided that all co-owners attend and neither the other shareholders nor the chairman object). In this case, the administrator must summon each of the co-owners in their capacity as such and, if they all attend, their percentage of capital will be taken into account to determine the attendance quorum.


Our advisors will study your case and inform you on how to act in the event of joint ownership of shares or holdings, whether you are one of the co-owners or the administrator.