A foreign entrepreneur who opens a company in Spain and who is interested in appointing one or more directors for his business should know the main legal regulations related to the attributions and the role of the director. The management of a Spanish company consists in a board formed by executive and non-executive 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.
There are also four types of directors related to the relation they have with the company:
- independent, who have no relation with the company except their professional duties and the payment they receive for them;
- affiliated director who is not employed by the company and has a material relations with it;
- inside, who is both a director and an employee of the company;
- shareholder representative, who is the representative of the owner of 5% or more of the company share capital or who is the owner of 5% or more of the company share capital.
The chairman of the board should be appointed by two-thirds of the board of directors and he may be an executive director.
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 he doesn’t have to be a shareholder of the company or a resident in Spain or a Spanish citizen. If the director is a foreign citizen, he must obtain a NIE – tax identification number.
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 certain 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.