Appointment and dismissal of administrator
The administrator is one of the fundamental bodies of any company. In every company formation, the Administration body must be appointed. If later the administrators need to be changed, a deed of appointment and dismissal of the administrator should be processed before a Notary.
At JLA Notarios we have a large team of experts in commercial law and companies and we can advise you if you need to change the administrator of your company. As a starting point, you should know that with law 11/2023 you can sign your commercial deeds in person, by visiting our modern notary office on Avenida Diagonal in Barcelona, or completely digitally, from anywhere in Spain, through the Notarial Citizen Portal.
What is the service or act of appointing an administrator?
The role of the administrator is appointed in the deed of incorporation of the company itself. However, in some cases changes occur in the business that require the need to appoint a new administrator.
The procedure to change administrators is regulated in the Revised Text of the Capital Companies Act, which requires signing a deed of dismissal and appointment of administrator at a notary. Furthermore, afterwards it is necessary to register this deed in the Commercial Registry.
Who are the members of the administration of a company and how is it structured?
We can find different ways to organise an administration: from a sole administrator, to several administrators or a board of directors.
If there are several administrators, it can be established that they are joint administrators (in which case the signature of one is sufficient for any procedure), but it is also possible to opt for several joint administrators (in which case the administrators must sign the acts jointly?
What actions do the administrators of a commercial company take?
The administrators direct and manage the company, ensuring that the company is profitable. They have representative and decision-making powers in all matters except in those cases where company law establishes that the decision corresponds to the Shareholders' Meeting.
How does the board of directors work?
The board of directors is usually used in the management of large companies. With a minimum of three members, the company's bylaws must set the minimum and maximum number, not exceeding 12 in limited companies. These members will be chosen by the shareholders' meeting.
How is the board constituted?
The convocation of the board of directors corresponds to the president and for its constitution it is necessary that the directors provided for in the statutes or their representatives are present.
How is the termination as an administrator carried out?
There are three ways to cease being a director of a commercial company: through dismissal, removal and resignation. In each of these three acts, we find a different type of management depending on the type of commercial company. Thus, the dismissal of a director of a limited liability company requires a reinforced legal majority of two-thirds of the votes corresponding to the shares into which the share capital is divided. However, in a public limited company, a simple majority of votes would be sufficient.
In the case of dismissal of a director due to death, presenting their death certificate will suffice to effect the dismissal.
What is the role of the Notary in the appointment or dismissal of a director?
The Notary is both a public official and a legal professional responsible for ensuring that the documents signed at the notary's office fully comply with the law. Furthermore, they are responsible for protecting the rights of all individuals who sign a deed.
In the case of appointments and dismissals of administrators, the Notary will ensure that the deed of change of administrator complies with the procedure and requirements established in company law. Additionally, as at JLA Notarios we provide a comprehensive service in company law, if you wish, we can manage the registration of the change of administrator at the Commercial Registry on your behalf.
Necessary documentation to process an appointment or dismissal of Directors
To sign the deed of appointment and dismissal of an administrator at the notary's office, the following is required:
- Valid identification document of the administrator or representative signing the modification
- Documentation of the company and the representative, although this can be replaced by obtaining commercial information from the notary's office
- Certificate of the company’s Board resolution. At this point, if needed, we can assist you in preparing the certificate.
Process the appointment or dismissal of an administrator at a notary or online
What is the cost of formalising the resignation or appointment of directors 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, which regulates 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 in a normal case of the formalisation of a CEASE OR APPOINTMENT OF ADMINISTRATORS is around €170, including VAT.
Process the appointment and dismissal of administrator online
JLA Notarios, as an online notary, can process your appointment and dismissal of an administrator online from 9 November 2023, the date on which the provisions of Law 11/2023, of 8 May for the digitalisation of notarial and registry actions come into effect.
The application of this law allows managing this commercial act by videoconference and thus obtaining the necessary notarial authorisation. Furthermore, this procedure allows you to choose your Notary freely and independently of where you live and to work with your digital notary.
Likewise, if you need commercial services, with JLA Notarios you can manage online the deed of incorporation of a company, carry out the amendment of articles of association or public elevation of corporate resolutions and process capital increases and reductions.
Contact our team and book your appointment to process the deed of appointment and dismissal of a company administrator or to carry out other related procedures. You can call us at 931591762, fill in the contact form on our website or write to us at: bcn@jlanotarios.com.
Frequently asked questions related to the appointment or dismissal of a director
Once the appointment of the directors has been accepted, their registration must be submitted to the Mercantile Registry within ten days following the date of acceptance, according to article 215 of the Revised Text of the Capital Companies Act. However, it is possible to register the appointment of a director after this period.
A company cannot be left without a director. It is the responsibility of the previous director to manage their replacement. However, there are situations in which the director ceases, dies, or their term as director expires. The solution will depend on whether the individual is the sole director, or if there are joint or several directors.
In the event of cessation, the director must convene a meeting to decide their successor. If this meeting is not convened, the cessation is not valid and cannot be registered in the Commercial Register. It may also happen that the meeting is convened and the resignation accepted, but no director is chosen.
If a company is found to be without a governing body for more than one year, it must be dissolved.
As we have mentioned before, when there are several administrators, it can be established that they are jointly liable or jointly and severally liable. If the administrators are jointly and severally liable, the signature of one will bind the company. On the other hand, if the administrators are jointly liable, they must all sign for the company to be bound.
Appoint a new administrator with JLA Notarios
In conclusion, the deed of appointment of an administrator is a fundamental step both in the incorporation of a company and in the various changes that may occur.
At JLA Notarios we specialise in Commercial Law and Company Law and strive to provide empathetic treatment and make the most of modern technologies. You can choose to sign with us in person at our Notary Office in Barcelona, or completely digitally as Online Notary, through the Citizen's Notarial Portal.
You can contact our notary office by phone at 931591761, on Whatsapp or via email at bcn@jlanotarios.com. We will be happy to advise you and help you find the best solution for your company.
By your side in the moments that matter
Inheritance and wills
The moment of granting a will, making a declaration of heirs or formalising an inheritance are very important moments in people's lives.
At JLA Notarios we offer services related to succession law, both to arrange your succession and to distribute an inheritance, guaranteeing the best advice tailored to your particular needs and the study of the tax implications of each case. At no time do we neglect the human factor, even offering home notary services 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.
Companies
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.
Powers of attorney
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.
Family affairs
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.
Oath of Nationality
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.
Inheritance and wills
The moment of granting a will, making a declaration of heirs or formalising an inheritance are very important moments in people's lives.
At JLA Notarios we offer services related to succession law, both to arrange your succession and to distribute an inheritance, guaranteeing the best advice tailored to your particular needs and the study of the tax implications of each case. At no time do we neglect the human factor, even offering home notary services 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.
Companies
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.
Powers of attorney
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.
Family affairs
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.
Oath of Nationality
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.
