A foreign entrepreneur who wants to open a company in Spain and who is interested in appointing one or more directors for his or her business should know the main legal regulations related to the attributions and the role of the Spanish director. The management of a Spanish company consists in a board formed by executive and non-executive directors; our team of lawyers in Spaincan provide information on the rights and obligations of these types of directors.
The committees for audit, remuneration and nominating should be composed of non-executive directors and minimum two independent members. The chairman of the board has the right to delegate a part of the board’s functions to an executive committee, after this mission was approved by the board.
The following video offers a short presentation on the directors of a Spanish company:
Types of directors in Spain
There are also four types of directors which can be appointed in a Spanish company, as follows:
•independent director, who has no relation with the company, except his or her professional duties and the payment they receive;
•affiliated director, who is not employed by the company and has a material relations with it;
•shareholder representative, a person who represents the owner of 3% or more of the company’s shares or who is the owner of 3% or more of thecompany's capital.
The chairman of the board should be appointed by two-thirds of the board of directors and he/she may be an executive director; our team of Spanish lawyers can provide further details on the regulations applicable to the members of the board.
A person can be considered an affiliated director in the following situations as well:
•has been a member of the company’s board for the last 12 years;
•has had a material relation with the company in the last three years as a partner, senior employee or shareholder;
•has family ties with one of the company’s senior employees.
Conditions for becoming a director of a company in Spain
The board of directors must have at least three members and the company can be managed by one or more persons. A director can be a natural person or a legal person and it is not required to be a shareholder of the company or a resident in Spain, nor a Spanish citizen. If the director is a foreign citizen, he must obtain a NIE – tax identification number. The manner in which a company can appoint directors and establish regulations for the company’s board is given by the Good Governance Code, which must ensure the access of the members taking into account gender diversity.
Persons who are incapacitated and other categories can’t be directors of a Spanish company. If you need to know the legal regulations that forbid the access at certain functions for specific categories of persons, you may contact our law firm in Spain. Our lawyers in Spain will offer you useful information about the methods of appointing directors in a Spanish company.
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Federico Richardson is a lawyer experienced in dealing with international clients interested in doing business in Spain especially in corporate and real estate sectors. He is a graduate of the University of Navarra, took part in various businesses and now he coordinates the engagements at Lexidy Law Boutique SLP. Contact us for details
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