Appointment, removal or renewal of a director (SL, Spanish limited company)

Appointment, removal or renewal of a director (SL, Spanish limited company) is filed with Notario + Registro Mercantil + AEAT (modelo 036). With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: €369 to €639. Official tasa (government fee): No AJD (stamp duty) and no ITP (transfer tax). Notary 200-400 € plus the Registro Mercantil 80-150 €.

We handle the appointment, removal (by resignation or dismissal), renewal or restructuring of the management body of your SL (LSC arts. 209-252). We check the form of management (a sole director, several directors acting severally, several acting jointly, or a board of directors with a minimum of 3 members), the express acceptance of office (art. 214 LSC), remuneration in line with the articles of association (art. 217), the length of the term and the statutory majority at the general meeting. We handle the public deed and the registration at the Registro Mercantil (Companies Registry), and notify the AEAT (Spanish Tax Agency) via the modelo 036 if the director takes on tax representation.

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Estimated total cost: €369 to €639
Managora's fee: €107.69 (21% VAT incl.)
Tasa (official government fee): No AJD (stamp duty) and no ITP (transfer tax). Notary 200-400 € plus the Registro Mercantil 80-150 €. (suplido: paid to the authority on your behalf, no VAT)
Processing time: Total processing time 3-6 weeks (general meeting plus the deed plus 15-30 days at the Registro Mercantil).
Where it is filed: Notario + Registro Mercantil + AEAT (modelo 036) ↗
What you receive: Application

Cost breakdown: Our fee 89 € plus the notary 200 to 400 € plus the Registro Mercantil 80 to 150 €. No AJD and no ITP..

Appointment, removal or renewal of a director (SL, Spanish limited company): how is it filed?

1Answer the questions in the chat (around 10 minutes).
2We identify the type of transaction and check: acceptance of office, the statutory majority, that the form of management is compatible with the articles, and a minimum of 3 members for a board.
3Payment of 89 € for our fee, plus around 200-400 € for the notary and around 80-150 € for the Registro Mercantil.
4Sign the mandate from your mobile.
5We draft the draft deed for you, with the certified minutes and the acceptances.
6We arrange the notary appointment with all the incoming directors so that they can accept office.
7Registration at the Registro Mercantil. It takes effect against third parties from registration.
8Where applicable: we update the modelo 036 with the AEAT with the new representatives.
9We explain the liability regime for directors (arts. 236-241 LSC).

Which documents do you need?

•The company's CIF (tax number) and its Registro Mercantil details.
•The minutes of the general meeting that resolved on the appointment or removal.
•The notice of the meeting, published or served in accordance with art. 186 LSC.
•Express acceptance of office by each incoming director (art. 214 LSC).
•DNI / NIE / CIF of each incoming director.
•If the director is a legal entity: identification of the individual representing it.
•The articles of association in force (to check what they say about remuneration and the term of office).

Legal basis and things to bear in mind

Legal framework: LSC arts. 209-252 plus RRM arts. 142-147 plus LIRPF art. 17.2.e plus LIS art. 15.
Forms of management (art. 210 LSC): a sole director, directors acting severally, directors acting jointly, or a board (a minimum of 3 members, art. 242).
Acceptance (art. 214 LSC): the appointment takes effect from acceptance. Acceptance may be tacit or express (it is usually formalised in the deed).
Registration at the Registro Mercantil: it takes effect against third parties from registration (art. 21 CC plus art. 14 LSC). The appointment is valid between the parties from acceptance.
Remuneration (art. 217 LSC): the office is UNPAID unless the articles provide otherwise. If it is paid, the amount is approved by the general meeting within the limits set in the articles. To deduct it for corporate tax purposes, it must be provided for in the articles.
Term (art. 221 LSC): indefinite in an SL, unless the articles set a term. Renewals are registered at the Registro Mercantil.
Dismissal (art. 223 LSC): the general meeting may dismiss a director at any time, without needing a reason, by a simple majority.
Liability (arts. 236-241 LSC): directors are jointly and severally liable for loss caused by acts or omissions contrary to the law or the articles. There is a corporate action and an individual action.
Natural connections: constitucion_sl (the initial set-up), modificacion_estatutos_sl (if changing the form of management requires an amendment to the articles), deposito_cuentas_anuales (signed by the director).
Special cases: a legal entity acting as director must have a permanent individual representative (art. 212 bis LSC); a managing director is registered together with their specific powers (art. 249).

Appointment, removal or renewal of a director (SL, Spanish limited company): frequently asked questions

Appointment, removal or renewal of a director (SL, Spanish limited company): how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is €369 to €639: Our fee 89 € plus the notary 200 to 400 € plus the Registro Mercantil 80 to 150 €. No AJD and no ITP.. Managora's fee is €107.69, 21% VAT included (€89.00 net + €18.69 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: No AJD (stamp duty) and no ITP (transfer tax). Notary 200-400 € plus the Registro Mercantil 80-150 €..

Appointment, removal or renewal of a director (SL, Spanish limited company): how long does it take?

Total processing time 3-6 weeks (general meeting plus the deed plus 15-30 days at the Registro Mercantil).

Appointment, removal or renewal of a director (SL, Spanish limited company): which documents do I need?

You need to have to hand: The company's CIF (tax number) and its Registro Mercantil details., The minutes of the general meeting that resolved on the appointment or removal., The notice of the meeting, published or served in accordance with art. 186 LSC., Express acceptance of office by each incoming director (art. 214 LSC)., DNI / NIE / CIF of each incoming director., If the director is a legal entity: identification of the individual representing it., The articles of association in force (to check what they say about remuneration and the term of office).. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Notario + Registro Mercantil + AEAT (modelo 036). You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Notario + Registro Mercantil + AEAT (modelo 036) ↗.

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