Within what time and how is the new director entered in the Spanish Registro Mercantil?

The appointment takes effect on acceptance and must be filed for registration within the following ten days (arts. 214.3 and 215 of the Spanish Companies Act). It is registered on the certificate of the resolution with the signatures certified by a notary, or by putting the resolution into a public deed (art. 142 of the Spanish Commercial Registry Regulation). The certification and the deed are the notary's work; this document is the certificate taken to the notary.

May the person just appointed as director certify the resolution?

Yes, but the Spanish Registro Mercantil then registers only if the appointment is shown to have been formally notified to the previous registered holder of the post at their address (art. 111 of the Spanish Commercial Registry Regulation), for example by a notarial act. If the person certifying already holds a registered post and stays in it, that notification is not needed.

Can the meeting remove the director even if the removal is not on the agenda?

Yes: under Spanish law the general meeting may remove directors at any time, even if the removal is not on the agenda (art. 223.1 of the Spanish Companies Act). Whether the same meeting may appoint a replacement without notice is debated, so when the meeting is called the agenda should include both the removal and the appointment. At a meeting with all members present, the members accept the agenda unanimously.

Can these minutes be used for a single-member Spanish limited company (S.L.U.)?

Not as they stand. In an S.L.U. the sole member exercises the powers of the general meeting, and its decisions are recorded in minutes signed by the sole member or their representative (art. 15 of the Spanish Companies Act). These minutes are written for a meeting of several members, with a chair, a secretary and a vote; an S.L.U. needs minutes of the sole member's decisions.

Minutes of an S.L. general meeting removing and appointing a director (Spain)

Name: Minutes of an S.L. general meeting removing and appointing a director (Spain)
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SKU: acta-junta-general-cese-nombramiento-administrador
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For the members of a Spanish limited company changing its director: Spanish minutes of the general meeting (all members present, or called by notice) recording any removal and the appointment, a certificate of the minutes by the person entitled to certify, and the acceptance of the post signed by the new director. The appointment is filed with the Registro Mercantil within ten days of acceptance (art. 215 of the Spanish Companies Act), with the signatures certified by a notary. In Spanish.

Made for use in Spain
Last updated October 20, 2026

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2 pages

Published byDocMuse

When to use this document

The members of your company in Spain want to replace the director.
Your Spanish company's director is stepping down and the members must appoint someone new.
You are selling your stake in a Spanish limited company and the buyer is taking over its management.
You need the meeting minutes for the new director so the change can be registered.

What you fill in

The details the document asks for.

Company name
Company's NIF (Spanish tax number)
Company's current registered office
Registro Mercantil details (registry, volume, folio, sheet)
Kind of general meeting
Where the meeting was held
Date of the meeting
Time of the meeting
Chair
Secretary
Share capital present or represented (percentage)
Notice of meeting: date and channel (if the meeting was called)
Director being removed (if any)
DNI or NIE of the director being removed (Spanish identity number)
Post from which the director is removed
Post to which the director is appointed (e.g. sole director)
Director being appointed
DNI or NIE of the director being appointed (Spanish identity number)
Address of the director being appointed
Person issuing the certificate
Votes for, against and abstaining (as % of the capital)
DNI or NIE of the person certifying (Spanish identity number)
Post of the person certifying (e.g. sole director, board secretary)
Second signatory or person giving the approval (if needed)
Post of the second signatory (e.g. board chair)
DNI or NIE of the second signatory (Spanish identity number)
City
Date
Date the post is accepted

Common questions

Within what time and how is the new director entered in the Spanish Registro Mercantil?: The appointment takes effect on acceptance and must be filed for registration within the following ten days (arts. 214.3 and 215 of the Spanish Companies Act). It is registered on the certificate of the resolution with the signatures certified by a notary, or by putting the resolution into a public deed (art. 142 of the Spanish Commercial Registry Regulation). The certification and the deed are the notary's work; this document is the certificate taken to the notary.
May the person just appointed as director certify the resolution?: Yes, but the Spanish Registro Mercantil then registers only if the appointment is shown to have been formally notified to the previous registered holder of the post at their address (art. 111 of the Spanish Commercial Registry Regulation), for example by a notarial act. If the person certifying already holds a registered post and stays in it, that notification is not needed.
Can the meeting remove the director even if the removal is not on the agenda?: Yes: under Spanish law the general meeting may remove directors at any time, even if the removal is not on the agenda (art. 223.1 of the Spanish Companies Act). Whether the same meeting may appoint a replacement without notice is debated, so when the meeting is called the agenda should include both the removal and the appointment. At a meeting with all members present, the members accept the agenda unanimously.
Can these minutes be used for a single-member Spanish limited company (S.L.U.)?: Not as they stand. In an S.L.U. the sole member exercises the powers of the general meeting, and its decisions are recorded in minutes signed by the sole member or their representative (art. 15 of the Spanish Companies Act). These minutes are written for a meeting of several members, with a chair, a secretary and a vote; an S.L.U. needs minutes of the sole member's decisions.

How you can sign this document

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