Administrador unico sociedad limitada
His main responsibility is to perform his duties in the best interests of the company. This implies that he/she should not rely on his/her personal interests but on the interests of the company, that he/she should be loyal to the company and that he/she should 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 and that he acted in bad faith or committed an unlawful act.
sole administrator en español
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.
duties 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.
Administrador unico sociedad limitada online
Nowadays, the decision to become a director of a limited liability 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.