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Statutes of a Limited Liability Company with a Board of Directors

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:

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

Related concepts

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