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Joint Directors

Spanish Joint Stock Corporations (“JSCs”) can be managed and represented by Joint Directors. JSCs cannot have more than 2 Joint Directors and they shall jointly represent the Company as provided by the Bylaws.

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Division of Duties: Joint Directors will jointly represent the Company. They are required to act jointly to represent the Company and they cannot bind the Company if they act separately. Moreover, the Shareholders’ General Meeting (“GM”) may issue instructions to the Joint Directors and request them the submission of certain decisions for its approval. However, any limitation to the Joint Directors’ representative powers, even if they are registered at the Spanish Commercial Registry, shall be null and void vis-à-vis third parties.

Composition: A JSC can be only represented by 2 Joint Directors. If more than 2 Joint Directors are appointed they shall form a Board of Directors (“BoD”).

Appointment/Dismissal Competence: Joint Directors are appointed by the GM upon incorporation of the Company or thereafter at any time. Joint Directors’ appointment shall be effective upon their acceptance of their position, which must be submitted for registration at the Spanish Commercial Registry. In JSCs, Shareholders Resolutions shall be adopted by simple majority of the votes of the Shareholders present or represented by proxy at the GM. Joint Directors may be dismissed at any time by a Shareholders Resolution approved by the GM. Any Shareholder of a JSC is entitled to request the dismissal of any Director if he incurs in a legal prohibition. Additionally, the GM of a JSC is entitled to dismiss any Director or other person with interests against the Company.

Alternates: Alternates (in Spanish: “Administradores Suplentes”) may be appointed for the event of dismissal of the Joint Directors (unless otherwise provided by the Bylaws). The appointment and dismissal of the alternates are carried out under the same conditions as the ordinary Joint Directors.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Spain on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Benow Partners before actually changing any board members in Spain.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the governing body.

At least 1 month before the GM for JSCs.

No, however, the Bylaws can provide for an individual and written communication to each Shareholder in which case the original letter is required.

No.

Yes, in the event of a “Universal GM” where all the capital is present or represented.

The GM can be convened by an announcement published in the website of the Company, if any, or in the Official Journal of the Commercial Registry (BORME) and in one of the daily newspapers.
2

GM.

Minutes of the GM.

Yes, to be signed by all the Shareholders present or represented at the GM and by the Secretary of the GM with the approval of the Chairman.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, a certification of the GM’s Resolution should be issued and signed by the holder of a position with certifying powers (e.g. Directors) and by the new Director and possibly the outgoing Director.

No, and a physical meeting is always needed.

The certification has to be signed by both the new Director appointed and the outgoing Director.
3

Acceptance of the position.

Acceptance letter.

Yes, to be signed by the Director appointed.

No specific deadline.

Yes.

No.

Yes, if the appointment is accepted by the relevant Director at the GM where he is appointed.

The appointment will be effective upon the acceptance of the position by the Director.

The date of acceptance cannot be earlier than the date of appointment.
4

Notarial formalization of the certification referred to the appointment of the Director/Notarial authentication of signatures.

Public deed or authentication of signatures.

Yes, to be signed by the public notary.

No specific deadline.

Yes.

Yes, the certificate of the Minutes of the GM should be formalized in a public deed or the signature of the Director has to be notarized.

No.

Documents in foreign languages need to be translated into Spanish by a sworn translator for its registration.
5

Registration of the public deed with the Spanish Commercial Registry.

Public deed.

Yes, to be signed by the Registrar.

Yes, within 10 days of acceptance.

Yes.

No.

No.
1
Step 1
>1 month*
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
No specific requirements
5
Step 5
0-10 days**

0-40 days***

*However, less than 1 month is possible if Step 1 is waived.

**The registration of the public deed with the Spanish Commercial Registry shall be completed by the Registrar within 15 days from when the filing has been made. 

***The need for a physical meeting and notarization may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Joint Directors.

At least 1 month before the GM for JSCs.

No, however, the Bylaws can provide for an individual and written communication to each Shareholder in which case the original letter is required. 

No.

Yes, in the event of a “Universal GM” where all the capital is present or represented.

The GM can be convened by an announcement published in the website of the Company, if any, or in the Official Journal of the Commercial Registry (BORME) and in one of the daily newspapers.
2

GM.

Minutes of the GM.

Yes, to be signed by all the Shareholders present or represented at the GM and by the Secretary of the GM with the approval of the Chairman.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, a certification of the GM’s Resolution should be issued and signed by the holder of a position with certifying powers (e.g. Directors) and by the outgoing Director and possibly the new Director.

No, and a physical meeting is always needed.
3

Notarial formalization of the certification referred to the dismissal of the Director/Notarial authentication of signatures.

Public deed or authentication of signatures.

Yes, to be signed by the public notary.

No specific deadline.

Yes.

Yes, the certificate of the Minutes of the GM should be formalized in a public deed or the signature of the Director has to be notarized.

No.

Documents in foreign languages need to be translated into Spanish by a sworn translator for its registration.
4

Registration of the public deed with the Spanish Commercial Registry.

Public deed.

Yes, to be signed by the Registrar.

No specific deadline.

Yes.

No.

No.
1
Step 1
>1 month*
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
No specific requirements**

0-1 month***

*However, less than 1 month is possible if Step 1 is waived.

**The registration of the public deed with the Spanish Commercial Registry shall be completed by the Registrar within 15 days from when the filing has been made. 

***The need for a physical meeting and notarization may take additional time.
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Benow Partners has provided all input about changing board members in Spain. We are a multi-disciplinary, [...] dynamic, rigorous and approachable law firm with strong international experience in numerous jurisdictions.

We advise our clients in almost all areas of Law and identify ourselves with their projects and interests. We look for the highest efficiency for the client and we expect to build long-term relationships, adding value to their activities.

For more information about Benow Partners and changing board members in Spain, please use the below contacts:

TEL: +34 91 837 12 40
EMAIL: antonio.tapia@benow.es
WEB: www.benow.es