Appeal Ruling: Confirms nullity of Lisa’s exclusion

On June 5, 2024, the Fifth Civil and Commercial Appeals Chamber of Guatemala denied Avícola Las Margaritas, S.A.’s appeal and confirmed the first-instance judgment granting Lisa, S.A.’s “oposición de exclusión de socio.” The underlying order declares without legal effect the April 5, 2011 shareholder meeting agreement that purported to exclude Lisa, S.A. as a shareholder of Compañía Alimenticia de Centroamérica, S.A. The appellate court held that the three-month deadline in Commercial Code article 230 runs from the date the company has knowledge of the conduct motivating exclusion, and the appellant failed to prove the exclusion was adopted within that period.

On this basis, the Chamber rejected the appeal and affirmed the judgment with costs, effectively preserving Lisa’s shareholder rights and nullifying the 2011 exclusion agreement. The court also noted that the appellant’s argument about alleged “continuing acts” did not alter the statutory trigger tied to the moment of knowledge, reinforcing the first-instance analysis that favored Lisa, S.A.