Company secretarial services for Spanish subsidiaries
Spanish subsidiaries of foreign groups tend to share the same problem: corporate housekeeping falls between the parent legal department, which does not know the Spanish detail, and a local accountant who does not speak the language of the group. That is the gap we cover.
Request a consultationThe secretary who does not sit on the board
Under Spanish law the secretary of the board does not have to be a director. Article 109 of the Commercial Registry Regulation vests the power to certify resolutions in the secretary of the collegiate body, whether or not that person is a director. A foreign group can therefore entrust the role to external counsel without giving anyone a seat on its board and without assuming the liability attached to a directorship.
What corporate housekeeping covers
Annual corporate calendar, notices of meetings, minutes of shareholders and board meetings, minute and shareholder books, electronic filing of corporate books, preparation and filing of annual accounts, certifications and notarisation of resolutions, granting and revocation of powers of attorney, and Commercial Registry filings. It is calendar work rather than urgent work, which is exactly why it is the first thing to slip.
Non-director secretary
We act as secretary of the board or of the administrative body with certifying powers, without occupying a board seat. For the group it means that certifications and notarised resolutions are signed by a practising lawyer who answers for their accuracy, and that headquarters does not have to appoint a foreign executive to an office whose liability is not always well understood abroad.
Reporting in the language of the group
Minutes and resolutions in Spanish for the Registry and in English for the parent company, an annual corporate calendar, deadline alerts and short summaries of what has been approved. The company complies in Spain and the group understands what it has signed, which is not always the case.
Related compliance
Corporate life in Spain now carries obligations that did not exist a few years ago: the beneficial ownership declaration and the Central Register of Beneficial Ownership created by Royal Decree 609/2023, the internal reporting channel required by Act 2/2023, and the treatment of related party transactions with the parent and of directors conflicts of interest.
When it is usually needed
On incorporation of the subsidiary, on a change of directors or attorneys, ahead of an audit or a due diligence, when the group is preparing a transaction that requires a clean corporate chain, or simply when someone discovers that the books have not been filed for three financial years.
How we work
We start with a diagnostic of the corporate standing of the company, which usually reveals more than expected, and propose a remediation plan where one is needed. From there we work on an annual fixed fee with a closed calendar, a single point of contact and same business day response for anything urgent. The senior lawyer who designs the work is the one who signs it.
Do you recognise yourself?
If any of these situations describe your current challenge, we can help.
- Your group has just incorporated a Spanish subsidiary and nobody owns the corporate calendar.
- Minutes and corporate books have not been filed for years and an audit is coming.
- Headquarters needs the minutes and resolutions in English, on time.
- You are changing directors or attorneys and want the filings done properly.
- You want a board secretary who can certify resolutions without taking a board seat.
- A due diligence has found corporate defects that must be cured before closing.
Where the subsidiary comes out of an acquisition or a reorganisation, we coordinate this work with our M&A and corporate practice.
For groups operating across several jurisdictions, the role sits alongside our international operations advisory.
For ongoing legal advisory beyond corporate secretarial support, see our External General Counsel service.
Let's talk about your case
A first consultation is the best moment to assess your options. No obligation. Reply within 24-48 working hours.
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