1. ⚙️ Legal Structure of an SL Company in Spain
Most companies in Barcelona are formed as Sociedad Limitada (SL) — similar to a limited liability company (LLC).
An SL must have:
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At least 1 shareholder (can be a person or legal entity)
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At least 1 director (administrador)
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A registered office in Spain
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Statutes detailing voting, profit-sharing, and powers
The shareholders and directors can be foreigners, and the company can be 100% foreign-owned.
2. 👥 Who Can Be a Shareholder?
| Requirement | Details |
|---|---|
| Minimum | 1 person or company |
| Nationality | Any — Spanish or foreign |
| Residency | Not required to be Spanish resident |
| Documentation | NIE (or NIF for companies), ID/passport |
| Role | Own shares, vote, receive dividends |
Shares are registered in the Libro de Socios (Shareholder Book) and must be updated whenever ownership changes.
3. 👤 Who Can Be a Director?
The director (administrador) is the legal representative of the company. They can be:
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A shareholder (or not)
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A Spanish resident or foreign national
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A natural person or legal entity
Types of directors:
| Type | Role |
|---|---|
| Sole Director | Single person manages all |
| Joint Directors | Two or more, all must act together |
| Joint and Several | Two or more, each can act independently |
| Board of Directors | Collective decision-making body |
The chosen structure must be registered in the company statutes and published in the Mercantile Registry.
4. 📜 Duties of the Director
Directors in Spain have legal and financial responsibilities, including:
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Representing the company legally and fiscally
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Ensuring compliance with tax and labor laws
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Filing annual accounts and corporate taxes
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Managing risk, contracts, and staff
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Acting in the company’s best interest (fiduciary duty)
Failure to comply can result in civil, administrative, or even criminal liability.
5. 💰 How Are Profits and Decisions Shared?
| Shareholders | Directors |
|---|---|
| Vote on major decisions (e.g. dividend, sale, director removal) | Run the day-to-day business |
| Share in company profits | Have legal accountability |
| Can transfer shares with approval (unless restricted) | Can resign or be removed by vote |
The rules are defined in the Articles of Association (Estatutos Sociales).
6. 🔄 Can Foreign Shareholders or Directors Operate Remotely?
Yes — you can manage or own a company in Barcelona from abroad.
However, you must:
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Obtain a NIE or NIF
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Use a legal representative or Power of Attorney (POA) for notarial acts
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Maintain Spanish tax residency rules, if applicable
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Appoint a tax representative if the director is non-resident
Many foreign-owned businesses appoint a local gestor or lawyer to handle compliance.
7. ⚠️ Common Legal Risks
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❌ Not registering changes in shareholder or director status
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❌ Failing to maintain company books (Libro de Socios, Libro de Actas)
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❌ Mixing personal and company funds
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❌ Ignoring tax, labor, or accounting obligations
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❌ Director liability for company debts in case of fraud or gross negligence
All company records must be properly updated and stored for inspection.
8. 👨⚖️ How Borderless Lawyers Can Help
We advise on:
✔ Shareholder agreements and voting rights
✔ Appointing/removing directors legally
✔ Registering foreign shareholders with NIE/NIF
✔ Drafting customized company statutes
✔ Handling share transfers or disputes
✔ Ongoing legal compliance for your company
Contact us today for expert legal support managing shareholders and directors in your Spanish business.