Governance and bylaw requirements vary depending on incorporation type.
Association governance should be established in the Articles of Association. Associations must hold annual meetings for the General Assembly (“GA”), the superior governing authority of the association.
Members of the GA must approve association actions via some internal democratic process. They must also select a representative body of associates to manage and represent the interests of the association. The Articles of Association should note if any members (associates) are being compensated financially for their services.
For more details, please refer to Article 11 of the Constitutional Law of 1/2002 of 22nd March, which provides rules for the governance and internal administration of associations that would apply in the absence of rules already established in the Articles of Association of the entity in question.
Foundations are governed by a combination of the founder’s will (if applicable), foundation statutes, and related laws, such as the Foundation Act. Foundations must prepare and present annual action plans to the authorities.
The government must also be involved in any disposal of property in the foundation’s endowment or other assets directly linked with the foundation’s purpose.
For information on requirements for cooperatives, we advise seeking professional and legal advisory.
Requirements for company bylaws in Spain are found in the Capital Companies Law. The bylaws (also referred to as the “articles of association”) are binding on all directors and shareholders.
Company bylaws should include:
Management can be given to a single director, several directors acting jointly, or a board of directors.
|Lex Universal||New Right of Association Law in Spain|
|Mariscal & Abogados Asociados||The New Capital Company Law in Spain|
|TBA Associates||Incorporating a Foundation in Spain|
|InvestinSpain.org||Guide to Business in Spain|
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