Criminal Lawyers in Denial of Rights

The offence of denial of partner rights, regulated in Art. 293 of the Spanish Criminal Code, protects the right of information, participation and control that the Spanish Corporate Enterprises Act (LSC) recognises to the partner (Arts. 196, 197, 272 and 287 LSC). Consolidated Supreme Court case-law has precisified the contours of the type: an isolated delay or defective delivery of information is not enough; repeated obstructive conduct, express refusal or systematic impediment to the exercise of corporate rights legally recognised is required. As criminal lawyers specialising in corporate offences, we articulate the dual criminal-commercial route to force the transparency demanded by corporate legality.

The typical modalities are varied. The refusal to exercise the pre-meeting information right (Art. 196 LSC): not delivering the accounting documentation requested before the ordinary general meeting. The denial of the information right during the meeting (Art. 197 LSC): not answering questions on the agenda items. The obstruction to the audit requested by 5% of the capital (Art. 265 LSC). The refusal to convene a general meeting after formal request from partners holding 5% (Art. 168 LSC). The impediment to attendance rights through defective notices or unannounced changes of time or place. The denial of separation rights in legally provided cases. And the obstruction to pre-emptive subscription rights in capital increases through abusive deadlines or incomplete information.

The penalties under Art. 293 CP comprise fine of 6 to 12 months. Although it does not include mandatory prison, the type's impact should not be underestimated: it generates a criminal record in the convicted administrator, enables special disqualification (Art. 297 CP), legitimates civil liability for proven damages and, above all, operates as a decisive negotiating lever in the underlying corporate conflict. Concurrence with other corporate offences is common: the partner who has refused to deliver information frequently does so to conceal conducts that may constitute account falsification (Art. 290), unfair administration (Art. 252), abusive resolutions (Art. 291) or, where applicable, punishable insolvencies (Arts. 257-261). The real concurrence significantly amplifies the criminal scope.

The technical defence and prosecution strategy articulate several lines. When representing the harmed partner, we build the documentary evidence of the obstructive pattern: repeated notarial requests, certified letters with delivery receipt, e-mails with read receipt, notarial deeds documenting attendance at the meeting and questions raised, Commercial Registry certifications on breach of registry obligations. We articulate the criminal complaint under Art. 293 CP in parallel with the judicial request to convene a meeting (Art. 169 LSC) and, where applicable, the challenge of vitiated corporate resolutions (Arts. 204-208 LSC). When defending the charged administrator, we articulate the legitimate exception to the duty of information faced with abusive or irrelevant requests or those seeking trade secrets (Art. 197.6 LSC), the exception of grave harm to the corporate interest and the isolated conduct vs. systematic obstructive pattern.

In current forensic practice we observe sustained growth in proceedings for denial of partner rights, especially in closed family companies after succession conflicts, in start-ups with founding partners in dispute after investment rounds, and in joint ventures with foreign partners claiming standardised information under international standards. Act 5/2021 on long-term shareholder engagement, Crea y Crece Act 18/2022, Royal Decree-Law 2/2023 on remote meetings and Organic Law 1/2025 on Justice Service Efficiency have reinforced corporate transparency mechanisms. At Alonso Sala, we approach each corporate conflict with a multidisciplinary criminal-commercial team: we exhaustively document the obstructive pattern, articulate tiered notarial requests, exercise the compatible criminal and commercial actions and, where appropriate, negotiate the orderly exit of the blocked partner with objective valuation of the stake.