Who we help
- Sole directors and joint directors of Spanish limited companies who want to understand their duties and real risks.
- Boards of directors of growing companies that need to organise notices, minutes, delegations and committees.
- Foreign shareholders and directors of Spanish companies who are unfamiliar with how Spanish company bodies work.
- Shareholders who do not manage the company and want information about and control over its management.
- Directors who have received a claim or fear they may.
When it makes sense
- The company has grown but still runs as it did with two partners: no formal meetings, no minutes, undocumented decisions.
- A new shareholder or investor is coming in and will expect clear information rights and majorities, as with any new investor.
- There is a conflict of interest: for example, the company is about to contract with its own director or a related business.
- The company has significant losses and the directors need to know what they must do at that point, from calling the general meeting to considering insolvency proceedings.
- The management body needs to change: from a sole director to a board, or the other way round, often as part of a corporate restructuring or when setting up a holding company.
What the engagement can include
- Review of the management body, the articles of association and how decisions are actually taken.
- Design of the most suitable management body: sole director, several directors acting jointly or severally, or a board of directors.
- Operating rules: board regulations, delegations of authority, powers of attorney and a conflict-of-interest policy.
- Company secretarial work: notices, agendas and minutes of general meetings and board meetings.
- Review of related-party transactions and of the approvals the general meeting must give.
- Assessment of a director’s liability in a specific situation and steps to reduce the risk.
- Defending directors or bringing liability claims when a dispute already exists.
What the scope depends on
- The size of the company, the number of shareholders and the type of management body.
- Whether the aim is to organise day-to-day governance or to solve a specific problem.
- Whether the articles of association must be amended, which requires a general meeting resolution and a public deed.
- Whether there is already a claim or a dispute between shareholders and directors.
Once we have studied the documents, we send you a quote tailored to your case.
How we work
- Initial contact. You tell us about your situation and send us the documents.
- Review of the documents and proposals. We review how the company is run today, its minutes and its articles of association, and set out the risks and the rules that should change.
- Quote and letter of engagement. We send you the quote and the letter of engagement in writing.
- Implementation and follow-up. We prepare the documents, attend the general meetings or board meetings that need it, keep the company secretarial work if you wish, and coordinate with your tax adviser or accountants (gestoría), the notaries and the registries.
Who handles your matter
Your matter is handled directly by Sara González Domínguez, a practising lawyer (abogada) registered with the Málaga Bar Association (no. 8502), whose practice focuses on corporate architecture, holding companies and M&A transactions, always backed by the rest of the firm’s team.
If the company is family-owned, corporate governance is usually worked on together with the family protocol. If there are several shareholders, it is worked on together with the shareholders’ agreement.
Illustrative example: a company with three shareholders buys premises from a business owned by its director. Nobody objects at the time, but two years later, in the middle of a dispute, one shareholder challenges the purchase and sues the director. Had the transaction been approved by the general meeting with full information, the director would have been in a much stronger position.
Frequently asked questions
What does a company director do in Spain?
A director runs and represents the company: manages its day-to-day business, signs contracts on its behalf, prepares the annual accounts and calls the general meetings of shareholders. The Spanish Companies Act (Ley de Sociedades de Capital) requires directors to act with the diligence of an orderly businessperson and to put the company’s interest before their own (article 225). The most important decisions, such as amending the articles or increasing capital, belong to the general meeting.
Is a director personally liable for the company’s debts?
As a general rule, no: the debts belong to the company. But there are important exceptions. Directors are liable for damage caused by acts contrary to the law, the articles or their duties, where there is intent or negligence (article 236). And if the company is in a situation requiring dissolution, for example because of serious losses, and the directors do not call a general meeting within two months, they may become jointly liable for later debts (article 367).
If there are several directors, are they all liable?
All members of the management body who adopted the resolution or carried out the harmful act are jointly and severally liable. Those who prove they did not take part and did not know about it, or that they did everything possible to prevent the damage or expressly opposed it, are exempt (article 237). That is why minutes recording who voted for what matter so much.
What is the company’s action for liability against its directors?
It is the claim the company itself brings against its directors for the damage they have caused it. It is decided by the general meeting by ordinary majority, at the request of any shareholder, even if the matter is not on the agenda (article 238). It is different from the individual action, which belongs to shareholders or third parties harmed directly by the director (article 241).
What does corporate governance mean for a small or medium-sized company?
It means applying, on the scale of a small or medium-sized business, what larger companies call good governance: a suitable management body, properly convened meetings, minutes that record what was decided, information for shareholders and rules for conflicts of interest. It does not require bureaucracy, only order. It is often decisive when an investor comes in, when a family succession is being prepared or when the owners want to sell the company in a business sale.
What is the difference between a sole director, joint directors and a board?
A sole director takes all decisions. With several directors acting severally (solidarios), each can act alone. With directors acting jointly (mancomunados), they must act together; in a limited company with more than two joint directors, at least two must act together (article 233). In a public limited company (SA), more than two joint directors must form a board of directors (article 210).
Can a company sell property to its own director?
Yes, but it is a conflict-of-interest transaction, and the director’s duty of loyalty is mandatory. The law allows the company to authorise such transactions in specific cases and, depending on the transaction, that authorisation must come from the general meeting (article 230). The price, the company’s interest and the authorisation should be documented to avoid later challenges.