Modification of the management body of a company
The modification of the administrative body in commercial companies requires a deed of change of the administrative body in which the regime of the administrators is altered.
As Notaries in Barcelona specialised in commercial services, we want to explain the importance of the administrative body of a company, as well as provide information about the procedure through which its modification takes place.
As a starting point, you should know that you can sign your modification of the administrative body by visiting our modern notary office on Avenida Diagonal in Barcelona or completely digitally, from anywhere in Spain, through the Citizen's Notarial Portal.
What is the modification of the administrative body? Creation and modification of administrative bodies
The modification of the management body of a company differs from the appointment and dismissal of administrators, as in this case what is modified when changing the management body is the very structure of the administrators.
The reasons for which the change of the body may occur are varied and can range from the death of one of the administrators to adapting to the changes that companies undergo during their life.
The competent body to modify the organisation of the administration is the General Meeting of partners, by agreement of partners, and the regulation is found in Royal Legislative Decree 1/2010 of 2 July, which approves the revised text of the LSI (Capital Companies Act).
What is an administrative body?
The administration of a company is the body responsible for ensuring that the company achieves the corporate purpose established in its articles of association. It is made up of one or more persons who are in charge of the management and representation of the company.
It will be the General Meeting of a commercial company that decides among the different ways in which a company can be organised and makes the appointments of the administrators.
In this way, the administrative body of a company can take different forms or structures. It can be presented as:
- Sole administrator: a natural or legal person on whom the power of representation rests. In the case of a legal person acting as administrator, it will be necessary for them to appoint a single natural person for the permanent exercise of the functions inherent to the position.
- Two or more joint administrators where the power of representation corresponds fully to each administrator, that is, they may act separately.
- Two or more joint administrators who must act together to validate acts and contracts.
- Board of Directors. The board will act collectively, but the articles of association may attribute the power of representation to the members of the board or to one of them (individually or jointly). In Public Limited Companies, the Board of Directors is made up of a minimum of 3 administrators, and in limited liability companies it consists of a minimum of 3 members and a maximum of 12.
According to company law, in the event of a modification of the administrative body, it must be recorded in the company’s articles of association.
Administrative Body of Public Limited Companies (S.A.)
The management regime of Public Limited Companies is governed by the Revised Text of the Capital Companies Act. It will be the Shareholders' Meeting that decides the type of management, choosing among the modalities permitted in the bylaws. If the management modality to be chosen is not contemplated in the bylaws, the Shareholders' Meeting may amend the bylaws.
Administrative Body of Limited Liability Companies (S.L.)
In the case of limited liability companies, the Board may choose between the models of administrative body that have been determined in the articles of association; it is usual for the articles to include the possibility of organising the management of the company considering all the ways of organising it, unlike the Public Limited Company, attributing to the shareholders' meeting the power to alternatively opt for any of them without the need for statutory amendment.
The regulation is found in the Revised Text of the Capital Companies Act and to change the management regime it will be necessary to sign before a Notary.
How to process the modification of the management body of a company?
How does the change of type of administration occur? We explain it to you below, step by step.
The decision of the Board to change the management body of a company
The General Meeting is the one that can decide at any given time what type of administration a company has. The resolutions of the Meeting that lead to a change in the administration regime must be recorded in minutes that specify the type of administration chosen.
Deed the change of governing body
The social agreements reached by the General Meeting of a company must be formalised in a public deed before a Notary through the deed of modification of the company's governing body. Currently, the signing before a Notary can be done either in person at our notary office in Barcelona or completely digitally, without having to leave your home or business.
The role of the Notary in the modification of the administrative body
The Notary, according to the law, is a public official and legal professional who ensures compliance with the law and the protection of all persons who sign a notarial document.
In the case of changes in the administration regime, the Notary will guarantee that the legal procedure is followed and that all necessary requirements are met. Furthermore, as at JLA Notarios we offer a comprehensive service in commercial and corporate law, if you wish, we can also process the registration of your deed in the Commercial Registry.
Documents required for the change of administrative body
The following will be essential:
- Valid documentation of the administrator or representative who must attend the signing.
- Documentation belonging to the company and the representative.
- Certification of the Board resolution. At this point, we can assist you in the preparation of this certificate.
How much does it cost to notarise a change of administrative body before a Notary?
The price of notarial acts is regulated by the Government and complies with the regulatory legislation of the NOTARIAL FEE SCHEDULE (RD 1426/1989, of 17 November, regulating the Notaries' Fee Schedule).
However, the exact price of a notarial document cannot be calculated until its specific content is known, that is, until it is signed, as there are many circumstances that can cause it to vary.
If you wish to receive a detailed quote, we invite you to contact us directly through the method that is most convenient for you. You can do so via the contact form on the main page of this website, through the contact section found in the footer of the website, using the direct WhatsApp access at the bottom right of this page, by sending an email to bcn@jlanotarios.com or by calling us on 93 159 17 62.
As a guideline, we can inform you that, according to the current regulatory legislation, the usual price for the formalisation before a Notary of a deed modifying the management body of a company is around €160, including VAT.
Registration in the Commercial Register
Once the deed of modification of the administrative body has been processed, it must be registered in the Commercial Registry so that it takes effect against third parties. If you wish, we can manage this procedure for you from the Notary's office itself.
Steps at the Tax Agency when changing the board of directors
The modification of census data in the change of the board of directors of a company must be communicated to the Tax Agency. It is something that you should inform your tax advisor about so that they can manage it.
Administrator change form
This procedure is carried out electronically and both form 036, which corresponds to the removal of administrators and representatives, and form 037, which records the registration of the new ones, must be submitted. A copy of both the deed that dictates the modification and the registration with the Mercantile Registry must be provided. This procedure must be carried out by your tax or labour advisor.
You can process the change of administrative body in a company online with JLA Notarios
Our Notary Office in Barcelona has a team of highly qualified and experienced Notaries to manage the change of the administration body of your company. We are a notary office specialising in Company Law and Commercial Law. We aim to provide a close and empathetic service, making the most of new technologies to offer the best possible service to citizens.
You can currently sign your company's commercial deeds by attending in person at our modern Notary Office on the Diagonal in Barcelona or completely digitally through our Online Notary Office, via notarial videoconference.
Get in touch with us for an initial consultation. We can be contacted by phone at 931591762, via Whatsapp or by email at bcn@jlanotarios.com. We will be delighted to help you achieve the best legal solution for your company.
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Wills and inheritance
Making a will, making a declaration of heirs or awarding inheritance are very important moments in people’s lives.
At JLA Notarios we offer inheritance law services, both to arrange your estate and to divide up inheritance, guaranteeing the best advice for your particular needs while studying the tax implications of each case. We never forget the human factor. We even offer a notary service at home if necessary.
Contracts and property law
Over the course of our lives, we carry out important actions, such as buying a home, declaring a new-build, lifetime gifting to our children or ending partnerships, among many others.
At JLA Notarios we are experts in property and contract law and buying and selling property. We guide our clients, analysing each particular issue and always considering the tax burden of each transaction.
In addition, some of our notarial services can be performed online, so we can assist you from anywhere in Spain. Contact us to declare a new-build or a commonhold ownership structure online.
Mortgage
Taking out a mortgage is one of the biggest moments for anyone. Just think of the fees and interest you may have to pay for much of your life. So it is essential to have a trusted notary to help you understand what you are signing, explaining the tricky legal terms and their future consequences in simple words, to provide transparency and protect our clients.
At JLA Notarios we are aware of the importance of giving complete and understandable information to people about to sign a mortgage, novation or subrogation. We also advise and guide you on your future mortgage cancellation.
Loan agreements and credit facilities
Individuals and companies often need money to fulfil their dreams or projects. This can be obtained by taking out a loan or credit facility with your bank. When you sign, it is essential to understand the details properly to avoid future surprises.
JLA Notarios can be your trusted notary office, giving you accurate advice on loan contracts, providing a very agile and specialised service for processing loan contracts.
Bear in mind that from 9 November 2023, you will be able to sign your loan contracts from anywhere in Spain electronically by videoconference with JLA Notarios, saving you time and money. Do not hesitate to contact us to find out more about the notary office’s services in order to sign a loan contract online or sign a credit facility online.
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Without entrepreneurship there is no future, so it is of vital importance to support our businesspeople and entrepreneurs.
At JLA Notaries we are familiar with companies’ life cycle, which enables us to provide legal assistance for companies in their different stages, whether incorporation, modifications of their articles of association, changes of director, share sales and purchases, capital increases and reductions, dissolution and closure, and everything related to commercial matters.
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There are moments in life when a person needs to delegate. The law provides a tool for this: powers of attorney. Though a power of attorney, one person allows another person to act on their behalf.
At JLA Notarios we make sure that you understand the significance and risks of delegating or revoking powers of attorney, from a special power of attorney or power of attorney for lawsuits, to general powers of attorney or preventive powers of attorney for cases of incapacity.
We provide an agile service to sign powers of attorney. You can take your copy away immediately, saving you unnecessary trips, and from 9 November 2023 our clients will be able to sign all powers of attorney that are not general or preventive by videoconference through our digital notary office.
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A prosperous society is based on the family and its protection. Family Law provides you with the tools to protect your family and its members, so its foundations are solid and its purposes can be achieved.
At JLA Notarios we provide legal advice on marriage or civil partnerships; property aspects of the family through marriage contracts or civil partnership contracts; the moments when the family relationship is ended, in cases such as divorce or separation; and protection of vulnerable people, such as minors or people with modified capacity, through deeds of appointment of guardians or executors or creation of protected assets. We do all of this in a way that makes everyone involved feel equally supported and secure.
Certifications and authentications
It is common knowledge that notaries attest. That important and simple action can guarantee things of vital importance, such as ensuring that the signature on a document is authentic or certifying that a copy of a document matches the original.
At JLA Notarios we will help you to certify a document or notarise a signature in accordance with the law and tailored to your specific needs.
In addition, these notarial procedures can be carried out conveniently through electronic means from 9 November 2023.
Minutes
How many times have you wanted to leave a record of an event, of a statement, of the condition in which an object is found, or notify someone of any matter. To provide a solution to these issues, the Law provides us with notarial records.
At JLA Notarios we adapt to you, reflecting in the record what you require and carrying out the notifications and requests that you demand.
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Behind every nationality oath there is a story of overcoming, sacrifice and waiting.
At JLA Notarios we understand what this moment means and offer an empathetic, agile and quick service, advising beyond the oath itself, anticipating the future requirements that the new Spanish citizen will need.
We are your reference Notary to carry out the nationality oath before a Notary in Barcelona.
Apostille of the hague convention
Globalisation enables the free movement of people and documents of all kinds. How can you guarantee that a document has been officially issued? With an apostille of the Hague Convention.
JLA Notarios can obtain an apostille for all documents executed before us so they are valid and recognised abroad. We do this transparently and save you all the bureaucratic procedures involved.
Tax and registry procedures
Tax bureaucracy can cause a lot of headaches.
So JLA Notarios offers its clients the possibility of assessing and paying the many different taxes by the executing deeds and carrying out other procedures before the notary. We can also file them with the Land or Companies Registry so you do not have to concern yourself with it and can spend your time on the things that matter. We support you from start to finish.
