Claims Over Dividend Prescription by Administradora de Restaurantes
C. 01042-2017-01051 • Tenth Civil Court • Guatemala
Claims Over Dividend Prescription by Administradora de Restaurantes
This case is an ordinary action for extinctive prescription (statute of limitations) filed by Administradora de Restaurantes, S.A. against Lisa, S.A.. The plaintiff sought a declaration that dividend obligations arising from seven General Shareholders’ Meetings (2001, 2004, 2005, 2008, 2009, 2010, and 2011) were time-barred after five years. Lisa, S.A. opposed, arguing that dividends were never paid due to bad faith acts by Grupo Avícola Villalobos, that judicial actions had interrupted prescription, and that dividend rights constitute property rights not subject to prescription.
Decisions
The court reviewed whether the dividend obligations decreed by multiple shareholder meetings (2001–2011) had prescribed, as argued by Administradora de Restaurantes, S.A., and also examined Lisa, S.A.’s exceptions contesting the action.
The court rejected the negative defense and all peremptory exceptions raised by Lisa, S.A. (lack of truth in plaintiff’s claims; lack of legal grounds to invoke prescription; interruption of prescription; inexistence of prescription). The court also rejected the plaintiff’s prescription action, holding that under Guatemalan law, dividend rights cannot be extinguished by extinctive prescription since they are recognized as property rights of shareholders.
The extinctive-prescription action failed in first instance; Lisa, S.A. retained its dividend rights.
Court dismissed dividend case by Administradora
Administradora de Restaurantes, S.A. appealed the lower court’s ruling, arguing that dividend obligations decreed between 2001 and 2011 had prescribed. Lisa, S.A. maintained that shareholder dividend rights are inherent to the shares and not subject to the Civil Code’s five-year limitation period.
The appellate court held that a shareholder’s right to receive dividends is inherent to the share and cannot be extinguished by prescription. Accordingly, it dismissed the appeal, confirmed the 2022 judgment in full, and ordered Administradora de Restaurantes, S.A. to pay appellate costs.
The appeal was dismissed and the first-instance judgment was fully confirmed; Administradora de Restaurantes, S.A. was ordered to pay appellate costs.
Confirms denial of dividend prescription
Conclusion
The extinctive-prescription lawsuit filed by Administradora de Restaurantes, S.A. against Lisa, S.A. was dismissed in both instances. The first-instance court ruled that dividends decreed between 2001 and 2011 could not be extinguished by prescription, and the Third Chamber of the Court of Appeals fully confirmed that decision on October 24, 2025. As a result, Lisa, S.A. definitively preserved its rights to the unpaid dividends, and the attempt by Administradora de Restaurantes, S.A. to extinguish them through prescription failed conclusively.