The Board of Directors in Limited Partnerships

Board of Directors



How the functioning of the board is organized into a limited company?

The government of a company limited by a Board of Directors has advantages and disadvantages compared to only administrator. The main disadvantage is more complexity and cost, to involve several people. Decisions may be delayed, to need a procedure with more formalities. However it also has some advantages:

  • Allows better represent the interests of different groups.
  • The decisions are reasoned that when taken by one person.
  • Counselors can add value to their knowledge and experience.

Unlike corporations, in limited partnerships may be provided in the statutes that the administration is performed by counsel or administrators, so that it is possible to change the system by resolution of the general meeting without the need for modification of those. This change, require a simple majority, except that this requirement Statutes strengthening.

How does it work?

1.- Decision making requires a formal procedure (notice board, constitution with a minimum quorum, voting on resolutions and recording in the minutes).

2.- Resolutions are adopted by Most people (no proportionality to the portion of capital that may have or represent). You can not grant veto a counselor, but can provide the casting vote of the President, in case of tie. Can be strengthened majorities to adopt resolutions, but you are not allowed to require unanimity.


The appointment the General Meeting.

The board must consist of a number of members not less than three and not more than twelve (Art. 242.2 LSC).

The possibility that certain share capital of the limited partnership is entitled to appoint a director, It is not common ground: The Supreme Court accepts, but not DGRN (Article 191 expressly prohibits the RRM).

The inclusion of such agreements in the statutes may pose difficulties in the commercial register. A practical solution is to establish proportional representation in the covenant partners.


The appointment of directors can be done indefinitely, unless the statutes provide for a certain period.


Structure advice determined in the Statutes.

If the statutes do not fix the distribution of posts within the council, it can agree its internal organization: in any case, it takes a president and secretary.

President is chosen by the board and must have a director (the secretary may not be a director): Summon the council, leads the meetings and may have a casting vote. Coordinates the work of directors, facilitates the right to information and gives the nod to the certifications issued by the Secretary.

Secretary prepares board meetings, drafts documents relating to the functioning of society, is responsible for the books and other social documents and advises the President.

Vice President It is named for the case that the president can not exercise its functions.

The remaining board members are called vocals.

When a society has a certain volume (capital superior a 300.506 euros, higher turnover 601.012 euros and above template 50 workers) must appoint a counsel, to report on the legality of the decisions of the board.


The bylaws must set the rules for convening and constitution of the board and how to adopt resolutions.

The notice board is regulated in Article 245 LSC, and may make the person designated in the bylaws. In these, form and its content is set. The place does not necessarily have to host society but may be designated anywhere (provided it is done in good faith).

For the constitution of the board, the statutes set the quorum necessary, although the minimum is two members and can not be bound to the presence of all directors.

Decisions are taken by majority vote, being accounted one vote per member regardless of capital that has or represents. In case of tie, President may have a casting vote, if so provided in the statutes. The possibility exists decision in writing without face session.

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