Counsel and Secretary of the Board

What is a legal counsel?

The legal counsel is responsible for providing legal advice on the legality of the resolutions and decisions adopted by the administrative body and on the deliberations attended.

The figure of the legal counsel serves to avoid the consequences that may arise from a lack of diligence on the part of its administrators in the corporate activity, trying to avoid non-compliance on their part.

As a consequence, having a legal counsel is interpreted as a diligent practice on the part of the company’s management body.

The legal counsel may also act as secretary of the board or act with the secretary of the board as legal advisor.

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When is it mandatory for corporations to have a legal counsel?

Legal Counsel

Commercial companies are required to have a legal advisor when:

  • Its capital is equal to or greater than 300,000.00 euros.
  • The normal volume of its business reaches the figure of 600,000.00 euros.
  • When the permanent staff exceeds 50 employees.
  • When the companies are domiciled abroad, it will be necessary when they reach a volume of operations or business in the branches they have in Spain equal to or greater than 300,000.00 euros; or when their permanent staff exceeds 50 employees.

What are the functions of a legal counsel?

The legal counsel monitors and advises on the decisions taken at the meetings of the Board of Directors. He mainly focuses his activity on advising on commercial and civil contracts.

  • In corporate matters, the legal counsel must advise on the structure of the corporate capital and corporate management.
  • In administrative matters, it keeps the shareholders’ registry books and the minutes book and, lastly, it formalizes and registers the agreements in the Commercial Registry.
Legal Counsel
Legal Counsel

¿Cuáles son las funciones de un asesor jurídico?

The Secretary of the Board of Directors ensures the correctness of the procedures, as well as compliance with the established regulations. It is therefore their responsibility to ensure that the Board’s actions comply with the applicable regulations and are in accordance with the Company’s bylaws and other internal regulations.

In addition, the Council secretariat facilitates the smooth running of Council meetings and prepares the agenda.

Its two most important functions are:

– Advise the Board of Directors on all legal matters.
– Manage the official books and minute books.

In some cases, the Council’s resolutions are also recorded in the public registers at the Council’s secretariat.

Depending on the situation, the secretary may or may not be a member of the Board.

Legal Counsel

Frequently Asked Questions

A legal counsel ensures the correctness of the procedures and compliance with the regulations established in connection with the activities of the Board of Directors.

The risks of not having a legal counsel are the increase in the risk of imputation of the liability of the administrators and in the qualification of guilty bankruptcy. However, its usefulness lies more as evidence in favor of the acquittal of the administrators.

First of all, it should be clarified that the legal counsel himself may assume the role of director or secretary of the Board of Directors. Or not be a member of the Board, but be a legal advisor, under the contractual regime that the parties deem appropriate, whether labor or commercial.

In our case, the service we offer is to act as legal counsel or secretary of the Board, but for reasons of responsibility, we do not do so as members of the Board.

He/she is appointed by the Council, and a practicing attorney is normally chosen. It is usual that the figure of the secretary is developed by a legal entity. For example, the law firm A2ym LEgal of the UR Global group.


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