Administrador unico sociedad limitada

    Limited partnership debts partners

    His main responsibility is to perform his duties in the best interests of the company. This implies that he/she must not rely on his/her personal interests but on the interests of the company, that he/she must be loyal to the company and that he/she must be diligent. He/she must also keep confidential information of the company secret, both during his/her term of office and after leaving office, if any.
    If nothing is said in the statutes, he will not receive economic remuneration for the mere fact of being the administrator. It is convenient to remunerate him and also to fix his remuneration or the criteria to fix it, in the own statutes so that the tax authorities consider it as a tax-deductible expense.
    Article 225 of the Capital Companies Law establishes that the administrator must be managed with the «diligence of an orderly businessman». This means that he will act in good faith, loyal to the company, without conflicts of interest, in an independent manner and that he will maintain confidentiality on the information gathered during his position. However, in order for the liability of directors to really apply, it must be possible to prove that the director is at fault.

    Sole director of a company

    But great power requires great responsibility and, for this reason, the company is liable before third parties for the acts of the administrator, but the latter is liable for the acts that he/she commits in the performance of his/her duties in which, due to error, omission or breach, that is to say, due to lack of diligence, he/she causes damage to the shareholders, to the company itself or to third parties.
    Article 225 of the Capital Companies Law establishes that the administrator must act with the «diligence of an orderly businessman». The following articles attempt, without much success, to qualify the scope of this requirement, by establishing that the director must act with the «diligence of an orderly businessman»:
    Some of the important clauses of these shareholders’ agreements are those that make it possible to delimit the scope of action of the administrator and submit some of his decisions to the approval of certain shareholders. In practice, as it is a private document, the administrator can also adopt these decisions, but as he is not complying with the agreement previously signed with his partners, these can immediately demand some responsibilities or even remove him from his position or buy back his shares. Actions that, without the existence of a shareholders’ agreement, would be very difficult to initiate.

    Responsibilities of a director

    In addition, as long as it is a sole proprietorship, the company is obliged to expressly state this in all its acts and communications, not only in the official announcements that it must publish but also in its invoices, delivery notes, contracts, advertising and any other communication with third parties.
    If the partner or the company enters into insolvency proceedings, the contracts between the partner and the company that have not been transcribed in the book and explained in the annual report cannot be opposed by the creditors.
    As we have said at the beginning, to constitute an SLU is an option if we are going to develop the business on our own, we can also register as self-employed and do it acting as natural persons.
    The great advantage of the SLU is the limitation of responsibility since, like the other mercantile societies, our SLU only responds of its debts and other obligations with the capital contributed to them reason why the person that is behind does not respond with all its patrimony as yes it would have to respond if it was only an autonomous one.

    Commercial companies law board of directors

    Nowadays, the decision to become a director of a Limited Company is often taken very lightly. In some cases it is not uncommon to hear people say «you will only have to sign a couple of contracts a month and that’s it…».
    However, this is not entirely true. While it is true that the tasks of the administrator will depend on the complexity of the organization in question, it is no less true that the functions and duties of an administrator go far beyond just two signatures. And if they are not fulfilled, important responsibilities can be demanded.
    The administrator of a company is the person in charge of carrying out the day-to-day management of the company. In addition, he is the visible head of the company both internally and externally.
    Nevertheless, the law does contemplate the prohibition to be administrator to the minors and incapacitated, the disqualified ones, some convicted by criminal offenses, those who cannot exercise the commerce by reason of their position and some civil servants by incompatibility.

    Por admin

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