What are the Statutes of a Limited Company with a Board of Directors?

The statutes of a Limited Company with a Board of Directors are a set of legal regulations that are established at the time of establishing a company.

The Board of Directors is a collegiate body made up of a minimum of 3 and a maximum of 12 members, who may or may not be partners and which adopts its decisions by majority.

It is an appropriate formula for companies with several interest groups or with greater complexity. It prevents the existence of several administrators from hindering or hindering the decision-making process.

When to use this contract?

Statutes with a board of directors may be convenient for companies with greater complexity, diversity or size, which need a collegiate and plural management. So it is useful for:

• Better represent the interests of the different groups of partners, since each director can act as a spokesperson for a sector.
• Adopt more reasoned and consensual decisions, by having the opinion and debate of various members with knowledge and experience.
• Provide value to the management of the company, by incorporating external or independent directors who can offer an objective and professional vision.
• Make the adoption of agreements more flexible, by not requiring unanimity or proportionality to the capital, but rather a simple or reinforced majority according to the statutes.

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 Sole Administrator, for when it is a single person (natural or legal) that is in charge of the management, administration and representation of the company.
• 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 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.

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 with sole administrator.
• Statutes of a Limited Company without a defined Administrative Body.

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.