If you are and administrator ….This is of your interest

If you are and administrator ….This is of your interest

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The figure of the Administrator must be present in all societies, and with the passage of time has gained a certain importance for the tasks and functions involved. Thus, from Evolutiza Lawyers & Tax Advisors want you to know that flaunt that position entails responsibilities.

A manager is a person who has been entrusted to run and represent a company, tasks which can be developed by a single manager, by several managers jointly and severally or by a board of managers.

Regardless of its configuration, article 236 in “Texto Refundido de Ley de sociedades de capital” defines manager’s responsibilities, keeping always in mind that a manager must behave with the diligence of an organized businessman.

Firstly, we have to determine that managers will have to be held liable by companies, shareholders or creditors for those damages caused by acts or omissions a) against the law or b) against the article of association or c) damages which comes from executing their duties. Malice or fault have to be visible in any case, however guilt will be presupposed in the first two assumptions.

General meeting of shareholders can adopt, authorize or ratify a detrimental act or agreement, but it doesn’t exonerate managers. In the same way, managers’ liability includes actually managers too, who acts without qualification, or with an invalid or expired one, or in any other situation as long as they carry out managers’ duties.

Finally, those legal entities which are managers could appoint a natural person to practise its position. This natural person must meet the legal requirements to be a manager, and his duties will be the same to the legal entity. Both, natural person and legal entity take responsibility jointly and severally.

We have to add that if the board of directors hasn’t delegated about its faculties, managers’ liability rules would be applied to the people with the highest managerial liability.

In Evolutiza Lawyers & Tax Advisors, we have extensive experience in companies’ managers in Spain. Do not hesitate to contact us.

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