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Beatriz Milla Martí Notary · Es Mercadal, Menorca

Company Law · Menorca

Removal and appointment of a director

Updated 17/07/2025

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The removal and appointment of a director (cese y nombramiento de administrador) is a formal step whereby a company ends a director's term of office and appoints a new one. This change is recorded in a notarial public deed (escritura pública) and registered at the Companies Registry (Registro Mercantil), so that it is valid vis-à-vis third parties and has legal effect.

A company's director is the person responsible for managing the business and legally representing it, so their appointment or removal must be formalised rigorously to guarantee legal certainty.

What is it for?

  • Ending the term of a director who resigns, whose term expires or who is removed by agreement of the shareholders
  • Appointing a new director to take over the representation and management of the company
  • Complying with the legal obligation to register at the Companies Registry
  • Keeping company information up to date with notaries, banks and public authorities

What does the notary do?

  1. Checks that there is a company resolution (minutes of the general meeting or decision of the sole shareholder)
  2. Checks the validity of the body adopting the resolution (General Meeting, Board, etc.)
  3. Authorises the public deed recording the removal and/or appointment
  4. Identifies the new director and records their acceptance of the position
  5. Issues the deed for submission to the relevant Companies Registry

Main features

  • It may involve only the removal, only the appointment, or both at the same time
  • It must be set out in a notarial public deed in order to be registered
  • The resolution may be adopted at a universal or ordinary general meeting, or by decision of the sole shareholder
  • The new director must expressly accept the position

Important considerations

  • It is essential in order to deal with banks and public authorities or to carry out legal formalities
  • Delays in registration can lead to legal or tax problems
  • The type of management body may vary: sole director, joint and several directors, joint directors or a board of directors
  • The deed must be accompanied by the new director's Spanish ID card (DNI) or foreigner identification number (NIE) and their address

The removal and appointment of directors only takes effect vis-à-vis third parties once registered at the Companies Registry. The notary's involvement guarantees the lawfulness and authenticity of the resolution, providing legal certainty to the company and its representatives.

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