What Does Company Management Mean in Spain?
Company management in Spain refers to the legal, operational, and strategic control of a business entity—typically an SL (Sociedad Limitada) or SA (Sociedad Anónima). Whether you’re a foreign shareholder, director, or business owner, Spanish corporate law outlines specific responsibilities for company leaders.
At Borderless Lawyers, we advise startups, SMEs, and multinational firms on proper corporate management and regulatory compliance in Spain.
👨💼 Key Roles in Company Management
🧑⚖️ Directors (Administradores)
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Legally appointed to represent and manage the company
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Can be sole director, joint directors, or board of directors
Main responsibilities include:
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Managing day-to-day operations
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Signing contracts and agreements
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Ensuring tax and legal compliance
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Convening shareholder meetings
⚠️ Directors can be held personally liable for misconduct, fraud, or non-compliance.
👥 Shareholders (Socios)
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Own the company via shareholding
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Approve strategic decisions like capital increases, liquidation, or director appointments
Rights of shareholders:
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Vote in general meetings
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Receive dividends
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Review financial statements
📌 In SLs, shareholder decisions must be recorded in official minutes and filed with the Mercantile Registry when required.
📋 Company Secretary (Optional but common in SAs)
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Assists with board documentation, compliance, and corporate governance
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Typically more common in large or publicly listed companies
⚖️ Legal Duties of Company Directors
✅ Compliance Obligations
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Maintain proper accounting books and financial records
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File annual accounts with the Registro Mercantil
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Ensure compliance with tax, labour, and data protection laws
📅 Annual General Meetings (AGMs) must be held to approve accounts and key changes.
🔍 Duty of Diligence
Directors must act with professional care and prioritize the company’s best interests.
🔒 Duty of Loyalty
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Avoid conflicts of interest
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Do not exploit business opportunities for personal gain
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Abstain from voting in matters of self-interest
🏛️ Corporate Governance & Decision-Making
🗳️ Shareholders’ General Meeting
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Approves major decisions such as company dissolution, capital structure changes, or director appointments
📑 Board of Directors
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In SAs, the board governs the company and appoints internal roles (CEO, chairman, etc.)
📌 Board decisions must be documented in board minutes and stored in corporate records.
🛠 Practical Management Tools
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✅ Digital shareholder meetings (allowed under current corporate rules)
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✅ Electronic filing with Spanish tax and commercial authorities
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✅ Use of Spanish Power of Attorney (POA) for non-resident directors
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✅ Legalized company books (mandatory)
💡 Good governance practices reduce audit risk and improve investor confidence.
⚠️ Non-Compliance Risks
Failure to follow management rules may lead to:
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Personal director liability
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Fines from the Tax Authority or Labour Inspectorate
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Commercial deregistration
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Civil lawsuits from shareholders or creditors
🚨 Directors may also be disqualified or face criminal liability in severe cases.
🌍 How Borderless Lawyers Supports Company Management
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✅ Director and shareholder appointment filings
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✅ Annual General Meeting (AGM) documentation
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✅ Board resolutions and compliance strategies
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✅ Legal structuring for international ownership
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✅ Spanish Power of Attorney for remote management
📞 Multilingual legal experts | 📑 Corporate compliance support | ⚖️ Tailored for foreign-managed companies
💬 Real Case Study
Case: A US-based parent company appointed a new director for its Spanish SL. Borderless Lawyers handled all the registry updates, coordinated digital signatures, and ensured full compliance with shareholder resolutions in under 2 weeks.
🚀 Stay Compliant and Confident in Spain
Whether you’re managing a new business or restructuring an existing one, Borderless Lawyers ensures your company meets all legal standards under Spanish corporate law.