Joint and Several Directors

Spanish Limited Liability Companies (“LLCs”) can be managed and represented by Joint and Several Directors, each of whom shall be vested with all the representative powers of the Company, without prejudice to the provisions of the Bylaws or any decisions that may be adopted by a Shareholders Resolution on the distribution of powers, whose scope shall be only internal. The Company representation shall extend to all acts included in the corporate purpose provided by the Bylaws.

[...]

Division of Duties: The management of the Company by Joint and Several Directors implies that each of them holds the entire representative power of the Company, so that the Company shall be bound by the individual decisions of each of the Joint and Several Directors, without the need of the concurrence of the other Director(s). The distribution of the representative powers between the Joint and Several Directors carried out in the Bylaws or adopted by a Shareholders Resolution, and any limitations thereon, have only internal effects. Moreover, the Shareholders’ General Meeting (“GM”) may issue instructions to the Joint and Several Directors and request them the submission of certain decisions for its approval. However, any limitation to the Joint and Several 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 LLC can be represented by 2 or more Joint and Several Directors. Joint and Several Directors can be individuals or legal entities and they do not need to be Shareholders (unless otherwise provided by the Bylaws). When a legal entity is appointed as a Joint and Several Director, an individual must be permanently designated thereby to fulfil the duties of the position. None of the following can be eligible to be Joint and Several Director: 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: Joint and Several Directors are appointed by the GM either upon incorporation of thereafter at any time. Joint and Several Directors’ appointment shall be effective upon their acceptance of the position, which must be submitted for registration at the Spanish Commercial Registry. In LLCs, Shareholders Resolutions shall be adopted by a majority of the validly cast votes, provided they represent at least 1/3 of the votes corresponding to the Shares into which the capital is divided. Joint and Several Directors may be dismissed at any time by a Shareholders Resolution approved by the GM. In LLCs, the Bylaws may require a qualified majority for dismissal, which may not be more than 2/3 of the votes corresponding to the Shares into which the capital is divided.

Alternates: Alternates (in Spanish: “Administradores Suplentes”) may be appointed for the event of dismissal of the Joint and Several 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 and Several 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
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
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
No specific requirements
5
Step 5
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 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
>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.

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