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 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. Directors) and by the new Director and possibly the outgoing Director. |
No, and a physical meeting is always needed. |
|
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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
5
Step 5
|
|||||
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. |
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 and Several Director. |
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. 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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
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. |
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