Governance: Corporate Governance, Succession Planning & Sustainability

Under the Spanish Companies Act (LSC), the administrative body can be structured as a sole director, joint and several directors, joint directors, or a board of directors (minimum 3, maximum 12 members). A board is not mandatory for all companies, but is required when the articles of association so provide or when the company's complexity warrants it. For listed companies, the board is mandatory.

The duty of loyalty (Arts. 227-232 LSC) requires directors to act in the best interests of the company, avoiding conflicts of interest, not using company assets for personal benefit, and not exploiting company business opportunities. Breach can result in personal liability for directors and grounds to challenge resolutions adopted in conflict of interest.

A comprehensive family protocol regulates the key areas of the family-company relationship: conditions for family members' access to management and the board, dividend and remuneration policy, mechanisms for valuing and transferring participations between family shareholders, conflict resolution mechanisms, and conditions for a sale to third parties. It is a negotiated document approved by all family shareholders, with contractual effect between them.

Yes — proportionate to their size. An SME with several family shareholders and one or two external managers needs at minimum a family protocol regulating shareholder relations, a board with clear functions, and basic conflict of interest policies. Without these structures, the shareholder conflicts that inevitably arise — in successions, strategic disagreements, or new investor entry — are resolved in court rather than in the boardroom.