Private Limited Companies

Spanish Law on Corporations

The Board of Directors of a Spanish Company must meet on a quarterly basis. These meetings should be recorded in Board meeting Minutes (in Spanish, “Actas del Consejo”), which should provide a record of what has been discussed by Board members during the Board meeting. These minutes are kept in an electronic Minutes Book (“Libro de Actas”) that is legalized the following year before the Spanish Comercial Registry, together with the Minutes of Shareholders meetings/resolutions. These minutes are never published and are not accessible to the public.

The purpose of this legal obligation is to show that a Board of Directors of a Company has a real role and meets on a regular basis, in order to analyse the current situation of the Company, management issues and legal compliance. Therefore, it is highly recommended to maintain an updated Minute Book, as it may be referred to in response to a variety of inquiries or inspections. Absence of a Board Minute Book could actually expose the Sole Shareholder to liability, as it may be considered that the Board is not a real management body, but decisions are taken directly by the Sole Shareholder. In fact, the Minute Book acts as the documentation that maintains the corporate separateness of an entity and its shareholders and management.

Our firm can be in charge of drafting and checking the quarterly Board meeting Minutes, according to the information provided by the Board members or to the proposals of our professionals.