TODO.LAW

Board of directors minutes (Spain)

The written record of a meeting of the board of directors of a Spanish company, prepared under the Ley de Sociedades de Capital and the Reglamento del Registro Mercantil, in Spanish.

Jurisdictions
Spain
Contract languages
Spanish

What it is and when it is used

Board minutes (in Spanish, acta de consejo de administración) are the written record of a meeting of the board of directors of a Spanish company. They record what the board decided, so that the company, its members and, where needed, the Commercial Registry have a reliable account of those decisions.

The Dealroom skill prepares the minutes under two Spanish texts:

  • the Ley de Sociedades de Capital, articles 245 to 250, which govern how the board of directors is organised, called and adopts its resolutions; and
  • the Reglamento del Registro Mercantil, articles 97 to 100, the Commercial Registry rules on minutes.

The skill also covers two situations that are common in practice: a telematic session, where directors take part in the meeting remotely, and written resolutions without a meeting, where the board decides in writing without meeting at all.

The skill is made up of 8 clauses.

Who signs it

Board minutes are not a contract between two sides. They are a record kept by the company itself, about a decision of one of its bodies. Who must approve and sign them is set by Spanish company law and by the company's own rules, and the skill is built on the Ley de Sociedades de Capital and the Reglamento del Registro Mercantil for that reason.

For decisions of the members rather than the board, see general meeting minutes (Spain).

Jurisdictions and languages

Dealroom offers these minutes for Spain only, and drafts them in Spanish only. This matches their purpose: they are a document of a Spanish company, kept under Spanish law. The page you are reading explains the document in English, but the minutes themselves are produced in Spanish.

Dealroom can be used alone, with one person completing the minutes, which suits a company record of this kind.

Frequently asked questions

What are board minutes in a Spanish company?

They are the written record of a meeting of the board of directors (acta del consejo de administración). They set out what the board resolved, so that the company has a reliable account of its decisions.

Which law do the minutes follow?

Spanish law: the Ley de Sociedades de Capital, articles 245 to 250, and the Reglamento del Registro Mercantil, articles 97 to 100.

Can the minutes record a remote meeting or a decision taken in writing?

Yes. The skill covers telematic sessions, where directors take part remotely, and written resolutions adopted without holding a meeting.

In which language can Dealroom prepare the minutes?

In Spanish only, which is the language of the Spanish company records the minutes are meant for. The only jurisdiction offered is Spain.

Two ways to make it

Create it in Dealroom

Choose the jurisdiction and language, answer a few questions and negotiate each clause with the other side, or prepare it alone.

Start in Dealroom

Have your agent draft and negotiate it

Your AI agent can read the clause library and create the contract through the agent API or the MCP server. A short example:

MCP: list_templates (query: "ACTA_CONSEJO_ADMINISTRACION"), get_template, create_playbook, initiate_negotiation.

Read the agent API guide
# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/ACTA_CONSEJO_ADMINISTRACION \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "ACTA_CONSEJO_ADMINISTRACION",
    "governingLaw": "SPAIN",
    "language": "es",
    "dealName": "Example ACTA_CONSEJO_ADMINISTRACION",
    "selectionPolicy": "defaults"
  }'

Drafting and negotiating are free.

Related contracts

This page explains how the contract usually works. It is general information, not legal advice.

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