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Administrador unico sociedad limitada
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, by error, omission or breach, that is to say, by 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.
Sole director en español
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.
Functions of an administrator
In the case of a legal entity, this takes the form of an Administrative Body, composed of several administrators who are natural persons and who, as a whole, ensure the proper functioning of the company in relation to its tax, social, civil and mercantile obligations.
Among the obligations of the company are the filing of the accounts book with the Mercantile Registry and on an annual basis, this duty is the obligation of the administrator, who will check the state of the accounts, make the corresponding annotations and comply with the obligation to file the company’s accounts book when appropriate.
The company’s administrator also keeps custody of the company’s documentation, ensuring that it is kept confidential and that third parties do not have access to the company’s documents.
The administrator must ensure the proper functioning of the company and the fulfillment of the company’s obligations with third parties. The non-compliance with the contracts signed by the company, and the damages derived from this, could mean that the administrator would have to face with his personal patrimony for the non-compliance of the agreements contracted by the company.
Administrador unico sociedad limitada 2021
Furthermore, 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.