The position of director (administrador) will carry out the government and management of the company in Spain.
There are several ways to exercise company administration in Spain because you can choose between the appointment of a sole director; several directors who exercise their position jointly or jointly and severally; or entrust the administration to a board of directors.
In the event of joint stock companies, when administration is entrusted to two directors, they shall act jointly, and when entrusted to more than two directors, they shall form a board of directors.
At Spanish limited liability companies, the by-laws may allow for the formation of several organisational schemes, vesting the general meeting with the authority to opt for any one of these alternatives.
In Spain, any agreement related to a change of the director of the company shall be recorded in a public deed in front of a notary and registered in the corresponding Spanish Mercantile Registry.
Regarding the directors of companies, they may be individuals or corporate bodies, and unless specified otherwise in the by-laws, it is not necessary that they be shareholders in the company. When a company is appointed director, a single natural person must be designated to represent the company.
The faculty to appoint directors shall be held by the general meeting, and the appointments shall be effective upon their acceptance of their positions. Once accepted, this must be registered in the Mercantile Registry, specifying the person’s identity and if he or she can act by themselves or in a joint or solidary manner.
In Spain, the position of director is unpaid unless the company’s by-laws provide for otherwise, establishing in this case a remuneration system.
At Welex, where we have numerous professional experts in Spanish company law, we provide you with legal and fiscal advice to set up your company in Spain, including assisting you at the notary for the granting of the constitution title deed, obtaining the Fiscal Identification Code (CIF) for your company in Spain, settlement of stamp duties, and Spanish taxes and registration at the Spanish Mercantile Registry.