How to understand the 'half plus one' quorum for a valid board of directors' meeting and adopting resolutions?
Published on 24th October 2025
Bylaws usually require that at least half of the board members, plus one, be present
It is common for bylaws to regulate that the valid constitution or adoption of resolutions by the board of directors requires 'half plus one' of its members or votes. In such cases, questions may arise about the minimum number of members or votes needed when the board of directors is composed of an odd number of members.
Articles 247 and 248 of the Spanish Companies Law (Ley de Sociedades de Capital (LSC)) clearly outline the rules for quorum and the majority needed for valid board meetings and decision-making.
In companies with an even number of directors there is usually no doubt: both the quorum to constitute the board (article 247 of the LSC) and the majority required to adopt resolutions (article 248 of the LSC) produce whole numbers immediately.
The issue arises in boards of directors with an odd number of members when the bylaws, beyond the legal standard, use common formulas such as "half plus one" of the directors, because the calculation yields fractions and raises the question of whether to round up or down.
Provincial Court of Barcelona Ruling No. 740/2018
This ruling sheds light on an interpretive criterion regarding the issue at hand. The term "half plus one" in the bylaws, as specified in article 247 of the LSC, should be understood as referring to an "absolute majority" of the board members, and underscores the need to keep the management body from becoming stagnant.
The court's ruling addresses a challenge to the decisions made by a three-member board of directors. It declared the meeting invalid because it did not meet the required statutory quorum. According to the bylaws, a quorum requires "half plus one" of the members; however, only two members were present at the meeting.
The Provincial Court of Barcelona ruled that the statutory majority requirement had been met. They interpreted the relevant rule to mean that an absolute majority is defined as "half plus one" of the board members. Therefore, they concluded that the requirement was satisfied, either by rounding down or by default, as this was the only interpretation that effectively excluded the need for unanimity.
As a result, the Provincial Court of Barcelona dismissed the claimant's challenge and declared that the board was validly constituted. The court emphasised the need to maintain the board's operations and avoid a larger quorum that would prevent it from functioning.
The Provincial Court highlighted that the General Directorate of Legal Security and Public Faith (Dirección General de Seguridad Jurídica y Fe Pública (DGSJFP), has consistently advocated maintaining the managerial body's operations in exceptional circumstances. The DGSJFP's perspective stands in contrast to an interpretation of the legal and statutory provisions that would mandate the presence of all board members for a valid constitution.
Osborne Clarke comment
Case law and registry doctrines make it clear that, unless the bylaws specifically outline a larger quorum or majority, the term “half plus one” in boards with an odd number of members is interpreted as an absolute majority, which is rounded down by default. For example, in a board of directors with five members, a minimum of three members must be present or voting for the valid constitution of the board or the adoption of resolutions.
