Spanish director liability counsel
Directors of Spanish SL companies are personally liable in ways that most international shareholders are not aware of. A missed deadline, an unauthorised related-party transaction, an unattended dissolution cause or a late insolvency filing are enough for a creditor or a bankruptcy administrator to come after personal assets.
ALY Abogados provides preventive and defensive counsel from Las Palmas, combining direct active practice as a court-appointed bankruptcy administrator with corporate law specialisation. Service delivered in English, Spanish, German, French and Italian.
Free initial video call with the principal attorney. Attorney-client privilege applies from the first contact. No engagement commitment.
Why an external board secretary
The non-director secretary (article 109 LSC and articles 245 et seq. of the Commercial Registry Regulation) attends board sessions with voice but no vote, drafts the minutes, certifies resolutions and custodies the minute book. Independence from the directors strengthens documentary traceability and reduces the risk of resolution challenges.
In most Spanish SL companies the role is assumed by the sole director or by one of the board members without specific corporate law training. The consequences appear years later: incomplete minutes, missing telematic-session clause in the articles (article 182 LSC), resolutions challengeable under article 204 LSC, missed annual accounts filing triggering registry closure (article 282 LSC) and joint liability for corporate debts under article 367 LSC.
External secretarial work delivers reinforced corporate compliance, a digital minute book with electronic signature, business judgment rule documentation and preventive defence against an eventual culpable bankruptcy qualification.
Active bankruptcy practice
Lázaro Héctor Amable Méndez, founder of the firm, practises as a court-appointed bankruptcy administrator before the Bar Association of Las Palmas (ICALPA, bar number 5.231) and the Bar Association of Santa Cruz de Tenerife (ICATF).
That practice provides insider visibility on how directors end up after a poorly managed board: culpable qualification, personal deficit coverage, multi-year disqualification, seizure of homes and employment income.
That knowledge is applied preventively. The board is structured documentally so that, if insolvency ever materialises, the bankruptcy does not enter the qualification stage. Each minute evidences directors’ diligence. Related-party transactions are approved with proper quorum and motivation. Dissolution causes are detected before the article 365 LSC deadline.
Insider knowledge of how the other side of the table works is what defines a preventive service of quality.
Monthly retainer
Three packages by exposure level
Indicative fees. Definitive amounts in individualised engagement letter under the Spanish Bar Statute and ICALPA guidance.
Bronze package
Annual Corporate Compliance
from €600 /month
IGIC 7% not included
Includes
- Annual general meeting convocation and minutes
- Annual accounts filing at the Commercial Registry
- Digital minute book with electronic signature
- One quarterly board session with minutes
- Certifications of resolutions on demand
- Annual corporate compliance review
- Basic consultation hotline
Ideal client: Small to medium SL with sole director or non-professionalised board.
Request proposalSilver package
Active Board Secretarial
from €1,500 /month
IGIC 7% not included
Includes
- Everything in Bronze
- Attendance at all board sessions (in person or remote)
- Permanent advisory on fiduciary duties
- Pre-meeting review of minutes
- Up to three annual opinions on board operations
- Related-party transactions and conflicts of interest control
- Annual corporate governance report
- Unlimited hotline for all directors
Ideal client: SL with a real board of directors (three or more members), family groups, ZEC companies.
Request proposalGold package
Full Board and Director Shield
from €2,500 /month
IGIC 7% not included
Includes
- Everything in Silver
- Personalised mapping of each director’s exposure
- D&O insurance technical review and mediation with insurer
- Unlimited opinions
- Preferred defence in liability actions (discount on standard rates)
- Quarterly board training
- Early warning of dissolution causes or insolvency
Ideal client: Groups with shareholder conflict, sale-process companies, family holdings, restructuring entities.
Request proposalFrequently asked questions
Why do directors of Spanish SL companies need specific liability protection?
Do I need a board if I am the sole director of my SL?
Can you act as our external board secretary if we live outside Spain?
What happens to my personal liability if the company is forced into insolvency proceedings?
Do your fees include Spanish indirect tax?
How does this service differ from a Spanish tax advisor (gestor)?
Do you work with companies headquartered outside the Canary Islands?
How do we start and what if we want to cancel?
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Learn moreThirty minutes to identify real board exposure
Initial video call at no cost with the principal attorney. Review of articles of association, minute template, registry book and D&O policy if applicable. Written summary of findings delivered at the end of the session, with no commitment to engage.
- No cost, no engagement commitment
- Attorney-client privilege applies
- Written summary at session end
- Response within 24 hours of your request
Lázaro Héctor Amable Méndez · Col. n.º 5.231 ICALPA · Active bankruptcy administrator · ALY Abogados, Hoya del Enamorado 18 Local 1, Las Palmas de Gran Canaria
Tell us about your situation
Company legal form, number of shareholders and main concern.
Notice. The content of this page is general information about the firm’s practice. It does not constitute legal advice and does not create an attorney-client relationship, which arises exclusively upon execution of an engagement letter. Indicated fees are indicative. ALY Abogados is supervised by the Bar Association of Las Palmas (ICALPA). Disciplinary complaints: icalpa.es.