Can an expatriate be the administrator of a Spanish company?

At Centre Gestor we offer you tax, financial, accounting and labor consultancy services in Barcelona and that is why today we answer important aspects related to the appointment of the administrator of a company. Can a foreigner be the administrator of a Spanish company and, if so, when should he/she be registered with the Social Security?

One of the questions that generate more doubts in the foreign people and/or companies that consider developing a business through a company in Spain, is the legal requirements for the designation and appointment of the administrative body, and in particular, the possibility of appointing a foreign company administrator.

According to Article 212 of the Capital Companies Law, the directors of a capital company may be either natural persons or legal entities, without specifying any other requirement regarding their nationality.

Article 212 bis adds that, in the case of the appointment of a director as a legal entity, the latter must appoint a natural person to perform the functions inherent to the position on a permanent basis. The revocation of such person will not take effect until the appointment of a new representative, which must be registered in the Commercial Registry.

In spite of this, the General Directorate of Registries and Notaries established the obligation for any foreign administrator of a Spanish company to have a NIE in order to legally accede to the position.

This obligation is based on the following points:

• The administrators of a company are subsidiarily liable for the tax obligations of the company.
• They are also responsible for the unlawful acts of the administrative body.Foreign individuals will have a tax identification number for their relations of tax nature or transcendence.

For these reasons, any foreign person who accepts a position in a capital company must also have a NIE.

 

In the following cases you must register as self-employed:

• If your position is remunerated.
• If the position is not remunerated, as long as you are a partner and you have effective control of the company (at least half of the capital).
• When the non-remunerated director is a partner with a shareholding equal to or greater than one third of the share capital.
• When the non-remunerated director exercises management functions and has a shareholding of at least 25% in the company.

However, if the foreign director does not reside in Spain, he/she is not obliged to join the Social Security system.

In the event that the foreign director does not register with the RETA, even though he is obliged to do so, the company will not suffer the consequences of any possible Social Security infringements that its director may incur. Nor do the other partners become individually liable for the administrator.

 

Provided that it is appointed as such. There is no legal limitation for a company to be appointed as administrator of another company. Even so, the company will not be able to materially develop the tasks of the administration, and the Law of Capital Companies determines that the company will have to designate a natural person for the development of these tasks.

The only requirement for the foreign partner is to have a NIE. In order to incorporate a limited liability company, nationality is not an impediment. The NIE (in case you do not have it yet) can be obtained at any National Police station. What happens if you do not reside abroad? In this case, the partner must go to the Spanish consulate to apply for the NIE.

We help people like you who need to manage any kind of situation: we offer you comprehensive services and you will have a professional consultancy that offers you a set of services adapted to your needs.
If you need more information about the requirements and demands of administrators in Spanish companies, do not hesitate to contact us. We offer you the professionalism and security that more than 45 years of experience give us.