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Sole Director

Spanish Joint Stock Corporations (“JSCs”) can be managed and represented by a Sole Director (“SD”), who shall necessarily be vested with all the representative powers of the Company. The Company representation shall extend to all acts included in the corporate purpose of the Company provided by the Bylaws.

[...]

Division of Duties: The appointment of a SD implies to attribute to a single person or entity all the management powers and representation of the Company. Notwithstanding the above, the SD may grant additional powers of attorney (with or without limitations) in the benefit of other persons or entities. Moreover, the Shareholders’ General Meeting (“GM”) may issue instructions to the SD and request him the submission of certain decisions for its approval. However, any limitation to the SD’s representative powers, even if they are registered at the Spanish Commercial Registry, shall be null and void vis-à-vis third parties.

Composition: The SD can be an individual or a legal entity and does not need to be a Shareholder (unless otherwise provided by the Bylaws). When a legal entity is appointed as SD, an individual must be permanently appointed thereby to fulfil the duties of the position. None of the following can be eligible to be SD: non-emancipated minors, persons legally incapable, persons disqualified pursuant to the Spanish Insolvency Act, persons convicted for crimes against freedom, property, socio-economic order, public safety, or the Administration of Justice, anyone whose position is incompatible with commercial endeavors, public officials whose responsibilities are associated with activities of the Company, and judges or magistrates and other persons bound by legal incompatibility.

Appointment/Dismissal Competence: The SD is appointed by the GM either upon incorporation of the Company or thereafter at any time. The SD’s appointment shall be effective upon his acceptance of the 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 duly represented by proxy at the GM. The SD 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 SD if he incurs in a legal prohibition. Additionally, the GM of a JSC is entitled to dismiss any SD or other person with interests against the Company.

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

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. SD) and by the new SD and the outgoing SD.

No, and a physical meeting is always necessary.
3

Acceptance of the position.

Acceptance letter.

Yes, to be signed by the SD appointed.

No specific deadline.

Yes.

No.

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

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

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

Notarial formalization of the certification referred to the appointment of the SD/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 SD 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 SD.

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. SD) and by the new SD and the outgoing SD.

No, and a physical meeting is always necessary.
3

Notarial formalization of the certification referred to the dismissal of the SD/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 SD 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.

The registration of the dismissal of the SD does not proceed until a GM is convened with the appointment of a new SD or other governing body (unless the Company has appointed alternates).
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