The organic power of representation of a Spanish Limited Liability Company (“Sociedad Limitada or S.L.) is regulated in: RDLeg. 1/2010 de 2 de Jul (TR. de la Ley de Sociedades de Capital), the Spanish law on companies. It concerns the management of Limited Liability Companies in Spain.
The power of representation of a company before third parties and the capacity of making decisions relating to the management of the company resides with the directors. The difference of the management body compared to the shareholders is that the former is a permanent body.
The bylaws should decide on how the company is to be managed and on how the management maybe composed. The bylaws can foresee the following possibilities:
- A sole director, who will have the power to manage and represent the company;
- Two or more directors who both, separately, have the power to manage and represent the company;
- Two or more directors who jointly have the power to manage and represent the company. Jointly may mean at least two together. It does not necessarily mean all of them together;
- Board of Directors. In this case the Board as a whole has the power to manage and represent the company. However the bylaws will often designate a few Board members to be able to manage and represent the company on their own (either separately or jointly). The Board shall consist of 3 to 12 members. The bylaws will also determine how decisions can be validly adopted, how meetings are to be organized, announced. Its decisions are to be recorded in a ledger and signed by the President and secretary of the board.
In order to be valid, management and decisions should always be taken within the scope of the social purpose of the company.
The bylaws may record the different modes of management as previously mentioned and the shareholder(s) may decide to change the mode of management without having to modify the bylaws.
Not all people or companies can be directors or board members. There are certain criteria that need to be met.
The director´s position is not remunerated unless the bylaws determine differently.
Directors have different duties towards the company they represent. A few of them are:
- Obligation of loyalty;
- Obligation of diligence.
Directors are responsible towards the company for the management and actions and omissions that caused damage to the company.
Would you like to know more about the management of Limited Liability Companies in Spain? Contact us at jschoevers@businessadvicespain (Jochem Schoevers is a Spanish lawyer with Dutch nationality) or dial direct 0034 610 739 364 if you would like to discuss what could be the adequate form of governance for your company.