Claims Over Dividend Prescription by Avícola Las Margaritas
C. 01163-2022-01188 • Thirteenth Civil Court • Guatemala
Claims Over Dividend Prescription by Avícola Las Margaritas
This case is a summary action for extinctive prescription filed by Avícola Las Margaritas, S.A. (successor by merger of Importadora de Alimentos de Guatemala, S.A.) against Lisa, S.A.. The plaintiff seeks a judicial declaration that dividend obligations decreed by the General Shareholders’ Meeting of Importadora de Alimentos de Guatemala on June 10, 2014 were time-barred.
Decisions
The court ordered Avícola Las Margaritas, S.A. to answer interrogatories regarding its corporate structure, the 2014 shareholders’ meeting, and the judicial embargoes affecting Lisa, S.A.’s dividends.
- That the corporate bylaws vested the board of directors with power to determine date and form of dividend payments.
- That no written notice was ever given to Lisa, S.A. setting the time, form, or amount of payment.
- That embargoes on Lisa’s shares, dividends, and future distributions dated back as far as July 2000 and remained in force.
The interrogatories focused the proceeding on proving that Lisa, S.A. never had free disposition of its dividends due to embargoes, preventing prescription.
Admissions by Avícola Las Margaritas Confirmed Lisa's rights
The court-appointed auditor reviewed Avícola Las Margaritas’ corporate books to verify shareholder rights and embargo annotations.
- Lisa, S.A. is a shareholder with 375 shares.
- Embargo annotations exist in the shareholder registry from 2000, 2012, and 2014, covering Lisa’s shares, dividends, and future distributions.
- These embargoes were never lifted.
- The 2014 shareholders’ meeting (Acta No. 19) approved distribution of profits but did not specify form, date, or amount of payment, and recorded Lisa, S.A.’s protest over lack of financial information.
- Payment of dividends required further determination by the administration, which never occurred.
The audit confirmed Lisa, S.A.’s claim: dividends remained under embargo and lacked enforceability, blocking any prescriptive period from running.
Independent Audit Report on Corporate Books of Avícola Las Margaritas
Lisa, S.A., through counsel, filed closing arguments ahead of the scheduled hearing.
- The 2014 dividend obligation was conditional, not immediately enforceable, since the board was required to set date and form of payment.
- The plaintiff failed to prove enforceability or to notify Lisa of payment terms.
- Multiple embargoes placed Lisa’s dividends into judicial custody, leaving Lisa without free disposition.
- Admitting prescription would unlawfully violate rights of third-party creditors who had obtained precautionary measures.
- Judicial and extrajudicial actions by Avícola companies themselves interrupted prescription.
The court has yet to rule; Lisa, S.A.’s defense is complete, awaiting judgment.
Lisa, S.A. opposed prescription of dividend payment
Avícola Las Margaritas, S.A. filed a nullity action against a public instrument used by BDT Investments Inc. to intervene as third-party coadjutant in case No. 01163-2022-01188. The court found that only Lisa, S.A. had standing to challenge that document.
- Avícola Las Margaritas, S.A. lacked active standing to seek nullity of the instrument.
- The true party affected by BDT Investments Inc.’s intervention is Lisa, S.A.
- The exception of lack of personality (falta de personalidad) was declared with merit (con lugar).
- Costs were imposed on Avícola Las Margaritas, S.A.
The court upheld the exception of lack of standing filed by Rossana Mishelle Ramírez Paredes, special judicial attorney for BDT Investments Inc., and ordered costs against Avícola Las Margaritas, S.A.
Upholds exception for lack of standing
Conclusion
The extinctive-prescription lawsuit brought by Avícola Las Margaritas, S.A. against Lisa, S.A. centers on dividends decreed in 2014. Evidence from interrogatories and an independent audit established that:
- Dividend payment terms were never fixed, making the obligation conditional.
- Judicial embargoes have bound Lisa’s shares and dividends since 2000 and remain in force, denying Lisa free disposition.
- Avícola entities themselves requested many of these embargoes.
As of August 2025, the case remains pending judgment, but the record strongly supports Lisa, S.A.’s defense that the prescriptive period never began and that the action must be dismissed.