Removal of the liquidator in a limited liability company: absence of an autonomous action for judicial dismissal

Judgment No. 1376/2025 of the Supreme Court, dated 3 October 2025, addresses the question of whether a minority shareholder of a limited liability company (sociedad de responsabilidad limitada) may bring an autonomous action for the judicial removal or dismissal of the liquidator appointed by the general meeting, on the grounds of breach of duties.

The Supreme Court concludes that the removal of a liquidator appointed by the general meeting of a limited liability company falls exclusively within the powers of the general meeting itself, pursuant to Article 380.1.I of the Spanish Companies Act (Ley de Sociedades de Capital, hereinafter the “LSC“), and that the legal system does not afford the minority shareholder an autonomous judicial action for dismissal equivalent to that provided for public limited companies (sociedades anónimas) under Article 380.1.II LSC.

Facts

At the general meeting of Di Mori Delicatessen, S.L., held on 11 March 2019, following a resolution to dissolve and wind up the company, a liquidator was appointed at the proposal of the majority. At the subsequent general meeting of 17 September 2019, the liquidator submitted the inventory and opening liquidation balance sheet to the shareholders, more than six months after the commencement of the liquidation. At that same meeting, a resolution was adopted by majority vote rejecting the minority shareholder’s request to remove the liquidator for breach of duty.

On 13 November 2019, the minority shareholder filed a claim seeking the removal of the liquidator on the grounds of just cause. However, the Court of First Instance and Preliminary Investigation No. 1 of Teruel dismissed the claim, holding that the action was merely declaratory and lacked an interest worthy of legal protection within the meaning of Article 5 of the Civil Procedure Act (LEC). By contrast, the Provincial Court (Audiencia Provincial) of Teruel, in Judgment No. 119/2020 of 17 December, overturned that decision and ordered the judicial removal of the liquidator, directing the general meeting to appoint a replacement.

Ruling of the Supreme Court

The Supreme Court dismisses the extraordinary appeal on procedural grounds, upholds the appeal on points of law (recurso de casación), and consequently dismisses the claim for removal of the liquidator, based on the following conclusions:

• The removal of liquidators of a limited liability company appointed by the general meeting is a matter for the general meeting itself, which may resolve upon removal ad nutum, without the need for just cause and even if the matter is not included on the agenda (Article 380.1.I LSC; a principle already enshrined in Article 113.1 of the 1995 Limited Liability Companies Act [LSRL]).
• The minority right under Article 380.1.II LSC—which allows shareholders holding at least 5% of the share capital to request the removal of the liquidator for just cause before the court clerk (letrado de la administración de justicia) or the commercial registrar—is provided exclusively for public limited companies. The LSC has not extended this right to limited liability companies, and the Court emphasises that this does not constitute a legal gap but must be presumed to be a deliberate decision by the legislature, intended to maintain the distinction between the two corporate types.
• Nor is Article 230 of the Commercial Code (hereinafter the “CCo“), which sanctions the dismissal of a liquidator who fails to fulfil his or her duties applicable to limited liability companies. Since Act 2/1995 of 23 March on Limited Liability Companies, the power of ad nutumremoval has been vested in the general meeting, thereby displacing the general regime of the CCo with respect to corporate liquidation.
• In the view of the Supreme Court, the Provincial Court committed a twofold error: (i) it recharacterised the claim as a challenge to corporate resolutions under Article 204 LSC, when the shareholder had expressly brought an autonomous action for removal of the liquidator; and (ii) it improperly relied on Article 230 CCo and the prohibition of non liquet(Article 1.7 of the Civil Code) to fill a gap that did not exist.
• The remedy available to the minority shareholder in the face of the general meeting’s refusal to remove the liquidator is to challenge the negative or contrary resolution—that is, one whose content amounts to a decision “not to act”—pursuant to Article 204 LSC, provided that one of the statutory grounds for challenge is met. The Court reiterates its settled case law on the challengeability of such resolutions (Supreme Court Judgments 282/2001 of 27 March; 810/1998 of 9 September; 196/2004 of 15 March; 766/2007 of 4 July; and 286/2015 of 2 June). In the present case, the minority shareholder did not challenge the negative resolution adopted on 17 September 2019, and accordingly the removal claim had to be dismissed.

Conclusions

• The removal of a liquidator of a limited liability company appointed by the general meeting falls exclusively within the powers of the general meeting itself, which may resolve upon removal freely (ad nutum), without the need to allege just cause (Article 380.1 LSC). Consequently, the minority shareholder does not have an autonomous action to seek the judicial removal of the liquidator.
• The minority right under Article 380.1.II LSC, which allows the removal of the liquidator for just cause to be sought before the court clerk or the commercial registrar, applies only to public limited companies. The Supreme Court considers that this difference stems from a deliberate decision by the legislature and therefore cannot be extended by analogy to limited liability companies.
• The autonomous action for removal of the liquidator and the action to challenge corporate resolutions under Article 204 LSC are distinct and independent actions that may not be reclassified by the courts of their own motion. Accordingly, if the shareholder brings only an autonomous removal action, the claim must be dismissed.
• Where the general meeting refuses to remove the liquidator, the minority shareholder must challenge the negative or contrary resolution pursuant to Article 204 LSC, provided that a statutory ground for challenge exists.