Duties and functions of members of the Board of Directors in capital companies

At the time of beginning an investment project in Spain through the creation of a subsidiary of a foreign company or of a new company, one of the most important decisions to make is the election of the organ of the company’s administration.

The administrative body of the company manages and represents the company. The Spanish legislation provides that the management of anonymous and limited companies can be entrusted to any of the following organs:

  • A single administrator
  • Several joint administrators (with a maximum of 2 members in the limited company)
  • Several jointly-liable administrators
  • An administrative board (formed by a minimum of 3 members).

In the management board, the representation power will correspond to the board itself, which will act in a collegial, jointly way. It will have to draw up minutes of each of its meetings and indicate the agreements adopted.

Within the board of directors, distinct responsibilities or positions may be assigned: Chairperson, Secretary and the Members.

Duties of the members of the Board of Directors

The Members

  • All the members can request that the Chairperson convene a meeting of the Administrative Board
  • Each member should sign the meeting minutes of the Board and, likewise, attend the meetings of the General Board and sign the list of attendees
  • Each member has the right to vote and decide on each one of the items on the meeting agenda of the Administrative Board meetings.

The Chairperson of the Administrative Board

  • Calls the meetings into session, establishes the agenda of the meetings, directs and facilitates the debates
  • Presides over the General Meeting, if nothing else is agreed upon
  • Ensures that the remaining members are adequately informed to discuss the agenda items
  • Stimulates the debates and the active participation of members
  • Signs the meeting minutes of the Board and of the General Meetings and gives approval to the certifications issued by the secretary.

The Secretary

  • Conserves and maintains documentation of the Administrative Board, transcribes the content of the meeting minutes and certifies its content and the adopted agreements
  • Ensures that the actions of the Administrative Board comply with the applicable legislation and conforms with the statutes and whichever other internal regulation of the company that may apply
  • Assists the Chairperson in guaranteeing that all the members are adequately informed in order to make their vote
  • Signs the meeting minutes of the Administrative Board
  • Acts as secretary in the meetings of the General Meeting, if nothing else is agreed upon
  • The Secretary is the only member of the board that can file by public deed any agreement.

It is important to bear in mind that the secretary of the board may or may not be a member of the administrative body. His or her functions primarily deal with housekeeping tasks such as the maintaining of documents, bookkeeping, writing of minutes, certification of agreements and the making public documents before the Notary. In the case that the secretary is not a member of the administrative body, he or she will be designated as Secretary-non-member of the Board.

Finally, the administrative board can nominate amongst its members one or more executive directors so that they can exercise the representation of the company individually, excluding the powers that cannot be delegated by law.

This article is not considered as legal advice

Rosario Rodríguez

Rosario Rodríguez graduated from the University of Navarra with a Law degree. Her practice areas are business law, company law and commercial contracts in Spain. For any further enquiries please Contact us