How to remove a company administrator in Spain

A. The Administrator is around

First you must check what the Articles of Incorporation of the company state as to the procedure of removal (estatutos).

Secondly we have the law. The Ley de Sociedades de Capital lays out the steps.

Obviously you have gathered the majority of shares/votes to unsettle the current administrator. If this is the case any shareholder must first summon the administrator to call a meeting of the partners/shareholders.

The administrator must properly notify every company partner of the Sociedad Limitada (S.L. or other type of Spanish company) of where and when will the meeting take place and what will be discussed…

Then the vote will take place, it will be annotated, and finally taken to the provincial Company Registry to reflect the company changes.

B. The Administrator disappeared or is hiding

If the administrator is missing any shareholder or limited liability partner can start a procedure at the Provincial Company Registry (Registro Mercantil) (or through a lawyer via power or attorney) to schedule a company meeting (since the administrator is not there to call it).

You still need to have a majority of the vote …if you want to change the administrator.

If you know that the minority are not showing up (after sending proper notice) you might not want to waste time and actually hold a meeting, being able in this case just to go to a notary and make a statement as if the meeting was “held”, whereby the majority voted to oust the administrator and name a new one.

This process might take months since each step of the procedure (notices to partners, scheduling the company meeting, publicity) has its time period, and the Company Registry is slow, usually (although it does have deadlines and this depends on the province).

Usually, when disputes arise some S.L. partners try to take advantage, sell assets, transfer money abroad…There are measures under the Spanish law that can be taken to prevent these actions, including criminal lawsuits.

Should you have any consultation regarding your particular company dispute…we will be glad to assist you.