Corporate Governance and Compliance in Spain: Legal Duties for Companies
Running a business in Spain involves more than just registering a company—it also means maintaining proper corporate governance and legal compliance. This is especially important for foreign business owners and directors unfamiliar with Spanish legal obligations.
This guide outlines the key corporate responsibilities, governance rules, and compliance standards under Spanish law.
🏛️ Legal Framework
Corporate governance in Spain is primarily governed by:
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Ley de Sociedades de Capital (Spanish Companies Act)
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Corporate Bylaws (Estatutos Sociales)
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Applicable tax, labor, and data protection laws
Companies must also adhere to anti-money laundering (AML), accounting, and reporting requirements.
📘 Board of Directors and Management Duties
Whether you’re managing a Sociedad Limitada (SL) or Sociedad Anónima (SA), directors and managers have legal duties, including:
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Fiduciary duty: Act in the best interests of the company
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Duty of care and diligence: Make informed decisions
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Avoid conflicts of interest
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Maintain accurate records and accounts
⚠️ Directors can be held personally liable for breach of duties or negligence.
📝 Annual Corporate Obligations
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General Shareholders’ Meeting
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Must be held annually to approve accounts and appoint auditors (if required)
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Filing Annual Accounts
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Submit to the Commercial Registry within 6 months of fiscal year-end
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Corporate Income Tax Returns
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Mandatory yearly submission to the Spanish Tax Agency
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Registry of Beneficial Ownership
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Companies must identify and disclose real owners
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🔍 Compliance Obligations
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Accounting: Maintain compliant bookkeeping and submit financial statements
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Data Protection: Adhere to GDPR and Spanish data privacy rules
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AML: Fulfill know-your-customer (KYC) and AML obligations
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Labor Law: Comply with employment contracts, payroll, and health & safety
⚠️ Penalties for Non-Compliance
Failing to comply can result in:
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Fines from tax or data protection authorities
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Disqualification of directors
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Personal liability for company debts
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Suspension from the Commercial Registry
🤝 How Borderless Lawyers Can Help
We provide:
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Ongoing legal and regulatory compliance monitoring
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Corporate secretarial services
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Advice on directors’ duties and risk mitigation
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Annual filings and shareholder meeting support