Company Secretary (Secretario del Consejo) in Spain

The Role of the Company Secretary in Spain

The company secretary (secretario del consejo) occupies a distinctive position in the governance structure of Spanish companies that is frequently misunderstood by foreign investors. Unlike the company secretary role in the UK or Ireland — which is a statutory officer with broad compliance responsibilities — the Spanish secretario del consejo is primarily a board-level governance officer, not a statutory compliance role for smaller companies.

The position is most relevant for companies that have adopted a board of directors (consejo de administración) structure. Companies managed by a sole administrator or joint administrators do not typically have a designated secretary in the formal sense, though the same functions are performed informally.

Types of Company Secretary

Secretary-Director (Secretario Consejero)

A board member who also serves as secretary. This is common in smaller private companies where one director takes on the dual role.

Non-Director Secretary (Secretario No Consejero)

A person — often an external lawyer or a member of the in-house legal team — who serves as secretary without being a board member. This is the model most widely used in mid-to-large companies and is the standard for listed SAs.

The non-director secretary has the same certification powers and governance responsibilities as a secretary-director, but does not vote on board resolutions or owe directorial fiduciary duties to the company.

Core Functions of the Company Secretary

1. Board Meeting Administration

The secretary is responsible for:

• Sending notices of board meetings in accordance with the articles (convocatoria del consejo)
• Preparing and circulating the agenda (orden del día)
• Recording attendance and verifying quorum
• Taking minutes (acta de sesión) during the meeting
• Preparing draft minutes and presenting them for approval at the subsequent meeting (or at the same meeting if all directors consent)
• Maintaining the minutes book (libro de actas) — one of the mandatory corporate books that must be certified and kept in good order

2. Certification of Board Resolutions (Certificaciones de Acuerdos)

This is one of the secretary’s most important practical functions. Third parties — notaries, the Commercial Registry, banks, public administrations, counterparties to contracts — routinely require a certified copy of a board resolution authorising a specific act (signing a contract, granting a power of attorney, opening a bank account, executing a corporate operation).

The certificate is signed by the secretary and countersigned by the chairman, and certifies that the specified resolution was adopted in a validly convened meeting with the required quorum and majority. Notaries rely heavily on these certificates and may refuse to proceed with a deed without them.

3. Corporate Books and Records

The secretary is responsible for ensuring that the company’s mandatory corporate books are properly maintained:

• Minutes book (libro de actas): Records of all general meeting and board meeting resolutions
• Register of shareholders/members (libro registro de socios): For an SL, the definitive record of participation ownership. Changes in ownership must be recorded here.
• Register of bearer bonds (libro registro de obligaciones): If applicable.

The corporate books must be legalised annually at the Commercial Registry (Registro Mercantil) via electronic filing.

4. Commercial Registry Relationship

The secretary (or the directors under the secretary’s guidance) must ensure that all registrable events are filed at the Commercial Registry within the required deadlines:

• Annual accounts (within 30 days of approval at the general meeting, which must be within 6 months of year-end)
• Director appointments, resignations, and renewals
• Capital increases and reductions
• Amendments to articles of association
• Mergers, demergers, and other structural changes
• Powers of attorney

Failure to file annual accounts triggers fines from the registry and closing of the company’s registry sheet (cierre registral), preventing any new registrations until the fault is remedied.

5. Corporate Governance Advisory

In larger companies, the secretary (typically an external or in-house lawyer) advises the board on:

• Director duties under the LSC
• Conflict of interest disclosure and management
• Related-party transaction governance requirements
• CNMV regulations (for listed companies)
• Changes in corporate law affecting board obligations
• Document and information management in preparation for inspections or proceedings

Secretarial Services for Foreign-Owned Subsidiaries

Foreign companies operating in Spain through a subsidiary often lack the resources or need for a full-time company secretary. The market solution is outsourced secretarial services provided by law firms or specialised corporate service providers.

A typical outsourced secretarial service includes:

• Annual legalisation of corporate books at the Registro Mercantil
• Filing of annual accounts
• Preparation of minutes for routine shareholder and board meetings
• Preparation of certification documents for notarial transactions
• Maintenance of the participation register
• Monitoring of director tenure terms and renewal deadlines
• Corporate calendar management (annual accounts approval, tax filing deadlines, registry filing deadlines)

This model provides professional governance support without the cost of a full-time in-house resource.

Liability of the Company Secretary

The company secretary owes obligations to the company and the board but is not a director and does not owe the same fiduciary duties. However, a secretary who deliberately issues false certifications, fails to maintain corporate books causing prejudice to third parties, or acts negligently in their professional capacity can face professional liability (civil and disciplinary) and, in extreme cases, criminal liability for document falsification.

Frequently Asked Questions

Is a company secretary legally required for all Spanish companies? A formal company secretary is legally required only for companies with a board of directors (consejo de administración). Companies with a sole administrator or joint administrators do not have a statutory secretary requirement, though the same governance functions must be performed.

Can a foreign national be company secretary in Spain? Yes. There are no nationality or residency requirements for the company secretary role. However, the secretary must have sufficient knowledge of Spanish corporate law and the Commercial Registry’s procedures to perform their functions effectively.

Does the company secretary need to be a lawyer? No, there is no statutory requirement that the secretary be a qualified lawyer. However, given the legal complexity of the functions (certifying resolutions, advising on director duties, managing registry filings), qualified lawyers are the norm in professional practice.

What is a “vicarious secretary” (vicesecretario)? Companies can appoint a vicesecretario — a deputy secretary who acts in the absence of the principal secretary. This is common in large companies or law firms where the principal secretary may be unavailable for a particular transaction.

How often must the corporate books be legalised? The mandatory corporate books (minutes book, members register) must be legalised at the Registro Mercantil each year, following the end of the accounting year to which they correspond. Electronic legalisation via the registry’s online platform is now standard.

How BMC Can Help

We provide outsourced company secretarial services for Spanish subsidiaries of foreign groups: maintaining corporate books, filing annual accounts and regulatory notifications, issuing board certifications, and advising directors on their ongoing governance and compliance obligations.