Statutes of a Limited Liability Company with a Sole Administrator

What are the Statutes of a Limited Company with Sole Administrator?

The statutes of a limited company with sole administrator are a set of legal regulations that are established at the time of establishing a company.

This type of statute is one where the type of composition of the administrative body that will manage and represent this company is a sole administrator, that is, a single natural or legal person.

When to use this contract?

This document must be used when you want the administration and representation of the company to correspond to a single person, who will have all the necessary powers for the fulfillment of the company’s purposes.

The sole administrator is appointed by the general meeting and his appointment must be recorded in a public deed and registered in the Mercantile Registry.

When not to use this contract?

At LexDoka we have templates of different types of limited company statutes, depending on how the administrative bodies of each one are constituted. So:

• Statutes of a Limited Company with several Administrators, for when several administrators, be it joint or co-administrators, are in charge of the management, administration and representation of the company.
• Statutes of a Limited Company with a Board of Directors, when it is a collegiate body, of between 3 and 12 members, which is in charge of the management, administration and representation of the company.
• Statutes of a Limited Company without a defined Administration Body, when the person in charge of the administration of the company has not yet been chosen. In this case, an alternatives clause will be incorporated into the text of the statutes that allows designating the type of composition that is considered most appropriate at all times.

Essential content

• The corporate name, which must be unique and bear the denomation Limited.
• The corporate purpose, which determines the activities that make up the company.
• The registered office, where the commercial activity is carried out.
• The social capital, the shares into which it is divided, its nominal value and its correlative numbering.
• The relationship between the partners, their rights and obligations, as well as the mode of transmission of the shares.
• The distribution of profits and liquidation in case of dissolution of the company.
• The way of organizing the administration of the company, the number and duration of the administrators and their remuneration system if they have one.
• The way of deliberating and adopting agreements by the collegiate bodies of the company.

Necessary information

The sole administrator has a series of legal duties and responsibilities, such as acting diligently, loyally and in good faith, avoiding conflicts of interest, being accountable, calling general meetings, etc. Failure to comply with these duties may give rise to civil, criminal or administrative liability, as the case may be.

Applicable law

• Royal Legislative Decree 1/2010, of July 2, approving the revised text of the Capital Companies Act.

Related concepts

• Statutes of a Limited Company
• Statutes of a Limited Company with several Joint or Co-Administrators.
• Statutes of a Limited Company without a defined Administrative Body.
• Statutes of a Limited Company with Board of Directors.

How much does it cost to make this contract with LexDoka?

LexDoka has an automated contractual model that allows you to create this contract, negotiate it and sign it, minimizing the time invested in the entire process. This automated model is free within all LexDoka subscription plans. If you want to try it, you can register for free to generate your first contract.