Introduction: Why Directors Matter in Spanish Corporate Law
In Spain, company directors are the legal representatives and decision-makers of corporations like the Sociedad Limitada (SL) and Sociedad Anónima (SA). Their actions directly impact the company’s legal and financial health. At Borderless Lawyers, we help local and foreign stakeholders understand the full scope of director obligations under Spanish law.
🧑⚖️ Who Can Be a Director in Spain?
✅ Eligibility
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Must be over 18
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Can be a Spanish or foreign national
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Does not need to be a resident of Spain (though practical issues may arise)
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No criminal record for financial offenses
👥 A director may be an individual or a legal entity (with a representative)
📋 Types of Director Structures
Depending on company bylaws and legal form, Spanish companies may choose:
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Sole Director (Administrador Único)
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Joint Directors (Administradores Mancomunados) – decisions must be unanimous
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Joint and Several Directors (Administradores Solidarios) – each can act individually
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Board of Directors (Consejo de Administración) – collective governance body for larger companies
🧾 Director structures must be registered with the Mercantile Registry (Registro Mercantil)
⚖️ Legal Duties of Directors
Directors have fiduciary duties under both the Spanish Commercial Code and the Capital Companies Act (Ley de Sociedades de Capital).
🛡️ Duty of Diligence
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Act with professional care and informed judgment
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Make decisions in the best interest of the company
🤝 Duty of Loyalty
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Avoid conflicts of interest
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Don’t use company opportunities for personal gain
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Disclose any related-party transactions
📌 Breach of these duties may result in civil or criminal liability
💼 Powers of Directors
Directors have broad powers to:
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Hire employees and contractors
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Sign contracts
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Represent the company in court
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Manage daily operations
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Open bank accounts and manage finances
🔏 Powers may be limited in the company bylaws, but not in dealings with third parties unless publicly registered
📉 Director Liability in Spain
Directors may be personally liable if they:
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Violate the law or bylaws
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Cause company losses through gross negligence or willful misconduct
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Fail to file for insolvency within 2 months of the company becoming insolvent
⚠️ Key Risks
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Tax debts
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Social security obligations
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Environmental or labor law violations
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Unlawful dividend distribution
🧨 Civil, administrative, and criminal proceedings may apply
🔄 Appointment, Removal & Resignation
✅ Appointment
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Done through shareholder resolution
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Must be formalized in a public deed and registered
❌ Removal
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Shareholders can remove directors at any time, with or without cause
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Resolutions must be notarized and filed with the registry
✉️ Resignation
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Director must notify company and file resignation at the registry
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Remains liable for acts done before resignation date
📎 Proper registration is key to ending responsibility
🌍 Foreign-Owned Companies: Special Considerations
Foreign businesses operating in Spain through subsidiaries or branches must:
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Appoint at least one director to manage the entity
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Obtain Spanish tax ID (NIE) for each director
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Comply with cross-border tax, labor, and corporate rules
🌐 We assist international clients in director onboarding, compliance, and liability shielding
💬 Case Example
Case: A UK parent company’s SL in Barcelona was penalized after its director failed to declare corporate tax. We helped the parent entity replace the director, file overdue statements, and mitigate fines with Spanish authorities.
🤝 Why Work with Borderless Lawyers?
✅ Bilingual team for English-speaking clients
✅ Full support for corporate governance and company formation
✅ Risk management for SLs, SAs, and foreign branches
✅ Legal representation in disputes involving director liability
🚀 Need Help with Spanish Company Directorship?
Whether you’re setting up a new business or restructuring a board, Borderless Lawyers helps you navigate Spanish corporate law with confidence. We provide ongoing legal advice, representation, and compliance monitoring.