What Is Company Administration in Spain?
Company administration in Spain refers to the legal and operational responsibilities of a company’s directors, managers, and shareholders under the Commercial Code and company bylaws (estatutos sociales).
Whether you’re forming an SL (Sociedad Limitada), SA (Sociedad Anónima), or expanding a foreign company into Spain, understanding corporate governance is essential for compliance and risk management.
👨💼 Role of Company Directors
Directors (administradores) are responsible for:
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📊 Overseeing day-to-day operations
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⚖️ Ensuring legal compliance and regulatory filings
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🤝 Representing the company before tax, labor, and commercial authorities
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💼 Acting in good faith and in the company’s best interests
Legal Requirements:
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Must be registered with the Mercantile Registry (Registro Mercantil)
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Can be individuals or legal entities (with a representative)
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Must not be legally disqualified from holding corporate office
🚨 Negligence or misconduct can result in personal liability.
🏛️ Corporate Governance & Decision-Making
📌 Governance Duties Include:
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Organizing Annual General Meetings (AGMs)
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Preparing and approving annual accounts
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Filing reports with the Mercantile Registry
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Maintaining minutes books and shareholder registers
Types of Corporate Bodies:
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Board of Directors (Consejo de Administración): Required for larger entities or SAs
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Sole Administrator (Administrador Único): Common in SLs
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Joint/Several Administrators: Co-administration model used by some SMEs
✅ Structure must match what’s registered in the company’s bylaws and public deed.
📚 Required Legal Documentation
Spanish companies must maintain:
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Shareholder book (Libro Registro de Socios)
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Minutes book (Libro de Actas)
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Directors’ book (Libro Registro de Contratos)
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Annual accounts and balance sheets
💡 All must be digitally submitted or legalized before the Mercantile Registry annually.
📈 Compliance Deadlines & Filing Obligations
| Obligation | Deadline |
|---|---|
| Annual Accounts Preparation | Within 3 months after fiscal year-end |
| AGM to Approve Accounts | Within 6 months after fiscal year-end |
| Filing with Registry | Within 1 month of AGM |
📌 Non-compliance may result in fines, deregistration, or director liability.
🔄 Director Changes & Legal Updates
When changing a director or administrator:
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A shareholder resolution must be passed
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A public deed must be signed before a notary
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The change must be filed with the Mercantile Registry
⚖️ Delayed filings may invalidate corporate actions or expose the company to legal risk.
🌍 Foreign Companies & Cross-Border Administration
Foreign directors can legally manage Spanish companies, but must:
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Obtain a NIE (Foreigner Identification Number)
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Be listed in the company’s deed and registry filings
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Comply with anti-money laundering (AML) and tax transparency laws
🌐 At Borderless Lawyers, we help non-residents handle administration, from registration to ongoing legal obligations.
💬 Real-World Case
Case: A UK-based entrepreneur launched an SL in Barcelona. We handled director registration, drafted bylaws, structured the board, and trained her on Spanish filing deadlines. Her company remains fully compliant with Spanish commercial law.
🚀 Need Help Managing Your Spanish Company?
Whether you’re launching a new business or updating an existing corporate structure, Borderless Lawyers ensures your company administration is legally sound and future-proof.
📞 Contact our corporate legal team today
🛡️ Bilingual support | 📑 Full compliance | ✍️ Notary & registry representation