The Supreme Court validates a 90% reinforced majority clause in a shareholders’ agreement and rules out the existence of perpetual agreements in permanence obligations linked to the status of shareholder

Supreme Court judgment number 1713/2025, of 26 November 2025.

The Supreme High Court confirms the judgment handed down by the Provincial Court of Barcelona, dismissing the appeal filed by the majority shareholders of a company against the minority shareholder and confirming the full validity of the shareholders’ agreement entered into between them.

The appellants sought the annulment of a shareholders’ agreement, citing two main grounds:

1. That the reinforced majority of 90% was equivalent to unanimity, which is prohibited by Article 200 of the Corporate Enterprises Act.
2. That the executive permanence obligation of two shareholders constituted a perpetual or indefinite agreement for as long as the minority shareholder was a participant.

The Supreme Court rejected both claims for the following reasons:

• Regarding the reinforced majority of 90%, it pointed out that the agreement was a legitimate reinforcement of the decision-making threshold, freely entered into. It ruled out that it constituted a ‘tyranny of the minority’ or abuse of rights, since the agreement was known and accepted by all the partners at its inception, regardless of the subsequent distribution of capital.
• Regarding executive permanence, it carries out a systematic interpretation and concludes that the obligation is not perpetual, insofar as its validity for each partner ceases automatically as soon as they cease to hold shares in the company. Therefore, the duration is determinable and compatible with legal limits.

Consequently, the Supreme Court declares the full validity of the shareholders’ agreement and confirms the appealed judgment.