Board of Directors

Spanish Limited Liability Companies (“LLCs”) can be managed and represented by a Board of Directors (“BoD”), which shall be vested with all the representative powers of the Company, acting collectively. The Bylaws shall regulate the organization, operation and modus operandi of the BoD and the Company representation shall extend to all acts of the corporate purpose provided by the Bylaws.

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Division of Duties: The BoD may delegate its functions to one or more Managing Directors (“MD”) (in Spanish: “Consejeros Delegados”) (who are part of the BoD) or to 1 or more Executive Committees (“EC”) (in Spanish: “Comisiones Ejecutivas”); however there are some non-delegable powers. Moreover, the Shareholders’ General Meeting (“GM”) may issue instructions to the BoD and request them the submission of certain decisions for its approval. However, any limitation to the BoD’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 BoD shall have no less than 3 members (the Bylaws may establish a specific or a minimum and maximum number of BoD members). In this case, the GM shall determine the exact number of BoD members. LLCs may not have a BoD with more than 12 members.

Appointment/Dismissal Competence: BoD members (in Spanish: “Consejeros”) are appointed by the GM. The appointment shall be effective upon the BoD member’s acceptance and it must be registered at the Spanish Commercial Registry. The permanent delegation of any BoDs’ powers to any MD or to the EC requires the favorable vote of 2/3 of the BoD members. When a BoD member is designated as MD, it is necessary to draw up a contract between said MD and the Company, which has to be pre-approved by the BoD with a favorable vote of at least 2/3 of its members.

Alternates: Alternates may be appointed for the event of dismissal of a BoD member (unless otherwise provided by the Bylaws). The appointment and dismissal of the alternates are carried out under the same conditions as the ordinary BoD members.

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

Convening of GM.

Convening notice.

Yes, to be signed by the Chairman of the BoD.

At least 15 calendar days prior to the GM for LLCs.

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.

If the BoD member is to hold a specific position in the BoD (Chairman, Vice Chairman, Secretary, etc.), a BoD resolution approving this position for the relevant BoD member is necessary.

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. Secretary of the BoD with the approval of the Chairman).

No, and a physical meeting is always needed.

3

Acceptance of the position.

Acceptance letter.

Yes, to be signed by the BoD member appointed.

No specific deadline.

Yes.

No.

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

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

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

4

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Secretary of the BoD with the approval of the Chairman.

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

Yes.

Yes, a certification of the BoD’s Resolution should be issued and signed by the holder of certifying powers (e.g. Secretary of the BoD with the approval of the Chairman).

Yes, in LLCs, voting in writing meetings has to be provided by the Bylaws.

In this Step the BoD distributes the positions in the BoD. The Director appointed has to accept his position. 

5

Notarial formalization of the certification referred to the appointment of the BoD member /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 and the Minutes of the BoD Meeting should be formalized in a public deed or the signature of the BoD member has to be notarized.

No.

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

6

Registration of the public deed with the Spanish Commercial Registry.

Public deed.

Yes, to be signed by the Registrar.

Yes, within 10 calendar days of acceptance.

Yes.

No.

No.

1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
0 days
5
Step 5
No specific requirements
6
Step 6
0-10 days**

0-25 days***

*However, less than 15 days 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.

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

Convening of GM.

Convening notice.

Yes, to be signed by Chairman of the BoD.

At least 15 calendar days prior to the GM for LLCs.

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. Secretary of the BoD with the approval of the Chairman). 

No, and a physical meeting is always needed.

3

Notarial formalization of the certification referred to the dismissal of the BoD member/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 BoD member 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
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
No specific requirements**

0-15 days***

*However, less than 15 days 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.

Appointment - Managing Director (part of the Board of Directors)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman of the BoD or 1/3 of the BoD members.

Within reasonable time for the BoD members to receive the convening notice (or as provided for by the Bylaws).

No (unless required by the Bylaws).

No.

Yes, in the event of a “Universal BoD” where all BoD members are present.

2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Secretary of the BoD 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 BoD’s Resolution should be issued and signed by the holder of a position with certifying powers (e.g., Secretary of the BoD with the approval of the Chairman).

No, however, no physical meeting is needed in LLCs if allowed in the Bylaws.

A contract for the new MD must be prepared and incorporated as an annex to the Minutes of the BoD.

3

Acceptance by the MD.

In the form as set out in the Bylaws.

No. 

No specific deadline.

Yes.

N/A

Yes, if the appointment is accepted by the MD at the BoD Meeting where he is appointed.

4

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

Public deed.

Yes, to be signed by the public notary.

No specific deadline.

Yes.

Yes, the certificate of the Minutes of the BoD Meeting should be formalized in a public deed or the signature of the MD 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.

No specific dealine.

Yes. 

Yes.

No.

The appointment and acceptance shall not take effect until the registration with the Commercial Registry.

1
Step 1
Within reasonable time*
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
No specific requirements
5
Step 5
No specific requirements**

No specific requirements***

*Unless 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 notarization may take additional time.

Dismissal - Managing Director (part of the Board of Directors)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman of the BoD or 1/3 of the BoD members.

Within reasonable time for the BoD members to receive the convening notice (or as provided for by the Bylaws).

No (unless required by the Bylaws).

No. 

Yes, in the event of a “Universal BoD” where all BoD members are present.

2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Secretary of the BoD 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 BoD’s Resolution should be issued and signed by the holder of a position with certifying powers (e.g., Secretary of the BoD with the approval of the Chairman).

No, however, no physical meeting is needed in LLCs if allowed in the Bylaws.

3

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

Public deed.

Yes, to be signed by the public notary.

No specific deadline.

Yes.

Yes, the certificate of the Minutes of the BoD Meeting should be formalized in a public deed. 

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. 

Yes.

No.

1
Step 1
Within reasonable time*
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
No specific requirements**

No specific requirements***

*Unless 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 notarization may take additional time.

Fee quote

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