Appointment, removal and resignation of directors

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The complete process is usually completed in 3 to 5 business days from signing the public deed. Deed drafting is done in 24 hours, virtual signing is scheduled in less than 48 hours, and Commercial Registry registration takes between 2 and 4 business days depending on the corresponding registry's administrative workload.

You will need the following documents:

• Articles of incorporation and updated company bylaws
• General meeting minutes where the director's removal is agreed
• ID, NIE, or passport of the departing director
• Valid digital certificate for electronic signature

Yes, it is completely mandatory. Director removal must be registered in the Commercial Registry to have legal effects against third parties. Without this registration, the removed director could still officially appear in the position, which would create legal and liability problems.

It is not strictly mandatory, but it facilitates the process. If the director voluntarily resigns and signs the minutes or resignation letter, it speeds up processing. However, if the removal is by general meeting resolution without the director's consent, it can be formalized equally with the meeting minutes that agree to it.

Yes, the 100% online procedure allows you to do it from anywhere in the world. You only need a stable internet connection, a valid digital certificate, and be able to attend the video call with the notary during compatible hours. We work with notaries throughout Spain to adapt to your situation.

The cost depends on several factors: notary fees, Commercial Registry fees, and our management fees. We provide you with a detailed, no-obligation quote before starting the procedure. It is generally more economical than the in-person process due to savings on travel and time.

Not formalizing the removal creates significant legal risks:

• The removed director continues to officially appear in the position
• They may continue to have representation power before third parties
• The company may incur liabilities for acts of the director not formally removed
• Problems in banking operations, contracts, and public tenders

Yes, it is the most common and recommended procedure. In the same public deed, the removal of the departing director and the appointment of the new director can be formalized, preventing the company from being left without legal representation. This is especially important in the case of a sole director.

The removal takes effect from its registration in the Commercial Registry, unless a deferred date is established in the meeting resolution. Until it is registered, the removed director formally maintains their functions before third parties, even though they have internally stopped exercising them. That is why it is essential to expedite the registry registration.

Yes, in most cases. Director removal is the competence of the general meeting of partners, which must be formally called and adopt the resolution by the majority required in the bylaws. The exception is voluntary resignation by the director, which can be accepted in a more simplified way, although it must also be documented in minutes.