Managerial positions within a company in Spain: functions and legal regime

Within the organisation of a company, it is possible to differentiate between different levels of managerial positions. Depending on its functions and the nature of the position -and independently of its denomination-, the relationship may be considered labour or commercial.

In general, we differentiate between three types of managerial positions:

Intermediate managers

Middle managers have limited technical management functions (e.g. Human Resources Director, Finance Director, Sales Director). They maintain an ordinary working relationship with the company.

Senior management

Senior managers exercise powers relating to the legal ownership of the company, i.e. they take decisions on its behalf that bind the company, such as disposing of assets or assuming obligations of the company vis-à-vis third parties, with almost full autonomy and responsibility, only limited by the guidelines and objectives set by the company’s governing body (e.g. CEO). Their relationship can be classified as a special senior management job.

Directors or administrators

The directors or administrators are members of the company’s board of directors and, as such, exercise general representation and defence of the company’s interests, establishing its strategies and general guidelines. Their relationship with the company is purely commercial (not labour), although there are two types of directors:

  • Ordinary Director (passive): A director whose functions are essentially deliberative and representative (attending Board meetings and signing minutes, approving accounts, etc.). However, it does not directly manage or direct the company’s business. The relationship is purely organic and commercial and is excluded from labour law
  • Executive Director (active): He is involved in the deliberation and decision-making process of the company, and is part of the execution and management of the business of the company, personally and directly. In practice, it implies a difficult distinction with the position of Senior Manager, since the functions of both positions overlap. The essence of the executive director lies precisely in the mixed nature of his functions: while he participates in the management of the company and its representation, he exercises effectively, personally and directly an executive command, and direction, and management of the company (for example, the CEO.

This article is not considered as legal advice

José María Mesa

With both a Business Administration degree and a Law degree, José María Mesa specializes in company law, civil-commercial contracts and mergers and acquisitions. For any further enquiries please Contact us