Is there a difference between a legal representative, an equity partner or a working partner of a company?

A legal representative is a person who acts on behalf of another person, either on behalf of a natural person or a legal entity. It is therefore necessary that it is granted by public deed and allows the legal representative to take over the business, obligations and rights of the principal.

Can there be more than one director?

It is feasible to have several admirers which allows the admiration and representation of the company to be entrusted to any of the following bodies:

1. The Sole Administrator; he/she is the one who exercises the power of representation of the company.
2. Several Joint Administrators; these administrators may act independently on behalf of the company both for the performance of management acts and for the representation of the company.
3. Several Joint Administrators; they shall be obliged to work together, however, in order to represent the company it shall be sufficient for at least two of them to act in accordance with the provisions of the Articles of Association.
4. A Board of Directors, which shall represent the company on a collegial basis, unless the articles of association assign the power to represent the company either individually or jointly to one or more directors.

In conclusion, the administration and representation of a company is exercised by the company’s administrative body, depending on the structure of the body in accordance with the company’s articles of association.

Are there any cases in which a person cannot be a director?

As established in Article 213 of the Capital Companies Act, the following cannot be directors:

1. Unemancipated minors.
2. Those judicially incapacitated.
3. Persons disqualified in accordance with the Insolvency Act until the period of disqualification established in the judgement of qualification of the insolvency proceedings has expired.
4. Those convicted of crimes against:

• liberty.
• assets.
• socio-economic order.
• collective security.
• the Administration of Justice or for any kind of falsehood.

How can I become a partner, even if I am working in another company?

It is possible to create a company and continue working in another company as long as the employment contract does not contain any clause limiting this. Once the decision has been taken in the new company, the partner can carry out the following activities:

• The shareholder is not obliged to pay social security contributions.
• The partner and also the employee of the new company. Whether he/she is registered with the Social Security will depend on the percentage of participation in the company:

• If it is less than 33% of the capital or less than 25% being a director you will have to register with the General Regime and your situation will be that of a moonlighter. In this case, the contributions are added together and if the maximum base is exceeded between the two, the contribution is prorated between the two companies.
• If he/she is over 33%, he/she must register in the self-employed regime, in which case he/she would be in a situation of moonlighting. In the case of pluriactivity, the partner will have the possibility of requesting a refund of part of the contribution to the self-employed regime the following year.

If you have any doubts about this subject, please do not hesitate to contact us by telephone at Núria Martí García or by e-mail at nmg@btsasociados.com, we will be delighted to help you.