How should we designate a Legal Person?

A corporation may designate as administrator both an individual and a legal person. This is laid down in Article 8 f) of the Companies Act, which indicates that the Deed of Constitution of a society must express the following information: full name, age, nationality and address of people who initially take charge of the administration and representation of society, if they were individuals, or corporate name, nationality and domicile, if they were legal persons.

The appointment of directors shall take effect from the time of acceptance and must be submitted for registration in the commercial register.

Administrator if legal person shall not register the appointment as not record the identity of the individual that the legal person designated as its representative to exercise the functions of office.

In the event administrator reelection legal person, the natural person designated by the company as its representative will continue to hold the office while not expressly made for their replacement.

Competition for the appointment of individual representative of the legal person for the national administration or a proxy with power enough, but not to the General Meeting. An eventual appointment by the General Meeting to be valid ratification or assumption agreement as endorsed by the board or attorney with sufficient power.

1.- Suppose Company A manager appoints the Company B and it is to board a Single Administrator, various directors Solidarity or two joint administrators.

Who can designate the individual representative?

Supposed 1.1.- single Administrator: The only Administrator, you can nominate yourself or anyone else.

Administrators assumption Solidarity: Any of the Solidarity Administrators, you can designate himself or another any of the joint administrators or anyone else.

Administrators course Mancomunados: The two joint administrators, who can designate any of them or anyone else.

1.2.- A Representative with sufficient faculties, who can designate himself or any other person.

1.3.- If the individual representing the designare the General Meeting, we have already announced previously that it lacks jurisdiction to do so, but nevertheless corresponding implementing their agreements to the Administrator (either the sole manager, any of solidarity administrators or the two joint administrators), said execution would be an endorsement or assumption agreement as their own by that administrator, and providing it with full effectiveness.

Supposed 2.- the Company B is to board a Board of Directors:

Who can designate the individual representative?

2.1.- The Board of Directors through the relevant agreement. To adopt this agreement will be sufficient ordinary majority except in the Articles of Association of the Company had established a reinforced majority. You can designate any of the Directors or any other person.

2.2.- The CEO, who may appoint himself or anyone, counselor or not.

2.3.- The Executive Committee, if any, that may appoint any director (whether or not a member of the Executive Committee) or any other person.

2.4.- A Representative with sufficient faculties, who can designate himself or any other person.

If the designated 2.5.- the General Meeting, it lacks jurisdiction to do so, but, like assuming 1.- corresponding implementing their agreements to the Board of Directors or, where appropriate, to the Executive Committee or the Chief Executive Officer, said execution would be an endorsement or assumption agreement as their own by the Board of Directors, providing it with full effectiveness.

Finally, regarding the registrable title of the designation of the individual as a representative of the legal person, the Directorate General of Registries and Notaries has ruled, in a resolution dated 3 June 1999, in the sense that such designation must be recorded in deed, for the purposes of registration. the cases in which, being the designated member of the governing body, suffice Certification Agreement issued by the governing body of the legal person administering the exception.


About the Author:

Carmen Lopez, DiG Advocats

Carmen Lopez

DiG Lawyers

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