Board of directors minutes (Spain)

curl -X POST https://dealroom.todo.law/api/v1/agent/contracts \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "contractType": "ACTA_CONSEJO_ADMINISTRACION",
    "language": "es",
    "party": {
      "legalName": "Your company"
    },
    "counterparty": {
      "legalName": "The other company"
    },
    "terms": {
      "company-name": "<company-name>",
      "cif": "<cif>",
      "registered-address": "<registered-address>",
      "meeting-date": "2026-11-01",
      "president-name": "<president-name>",
      "secretary-name": "<secretary-name>"
    },
    "inline": "md"
  }'

What it is and when it is used

Board minutes (in Spanish, acta del consejo de administración) are the written record of a meeting of the board of directors of a Spanish sociedad anónima (S.A.) or sociedad limitada (S.L.). They record who attended, whether the meeting was validly constituted and what the board resolved. They are entered in the company's minutes book and are the basis for any certificate the company later issues, for example to file a resolution with the Commercial Registry (Registro Mercantil).

The Dealroom skill prepares the minutes under the Ley de Sociedades de Capital (articles 245 to 250, on the organisation and functioning of the board) and the Reglamento del Registro Mercantil (articles 97 to 100, on minutes). It covers three ways of holding the session: in person, by videoconference or other remote means, and by written vote without a meeting. It also contains eight resolution blocks that a board commonly needs, from delegating powers to approving the strategic plan.

The skill covers only a collegiate board. It does not cover a sole director or joint and several directors, and it does not prepare minutes of the general meeting of members, which have their own skill.

Who signs it and in which role

Board minutes are not a contract between two sides. They are a record kept by the company about a decision of its board. The company fills in its name, tax identification number (CIF), registered address, the date of the meeting and the names of the chair and the secretary of the board.

The minutes are signed by the secretary with the approval (visto bueno) of the chair. They are approved in the way the articles of association provide or, failing that, by the board itself at the end of the meeting or at the next one; if approval does not take place at the end of the meeting, the minutes record its date and method.

Key clauses

The skill builds the minutes on a fixed frame: opening, attendance, a certificate that the quorum was reached, the agenda, questions from the floor, approval of the minutes, closing and signatures. The eight blocks below are optional and the company includes only those on its agenda.

Form of the session

Records that the session was held by videoconference or that the resolutions were adopted in writing without a meeting. For a remote session, the minutes state the platform used, the legal basis (the articles of association or unanimous acceptance), that the secretary verified each director's identity and that deliberation took place in real time; the session is treated as held at the registered office. For a written vote, the minutes record that no director objected, how the proposal was sent, each director's vote, and that the resolutions are treated as adopted at the registered office on the date the last vote was received. If the session is held in person, this block is left out.

Delegation of powers

Either a full delegation of all powers that may legally be delegated, or a limited delegation of listed powers, to a managing director (consejero delegado). Both options require the favourable vote of two thirds of the board, take effect only once registered, and expressly exclude the matters that article 249 bis reserves to the board.

Appointment of a managing director

Appointment of one managing director, or of several with separate areas of responsibility acting jointly or severally. Where the director has executive functions, the board approves a contract with the company by a two-thirds majority, the director concerned abstains, and the contract is annexed to the minutes and sets out all pay for executive functions.

Ratification of urgent decisions

Ratifies in full, or subject to conditions, a decision that the managing director or an executive committee took urgently. The conditional option names who must carry out the conditions and by when.

Approval of significant transactions

Approves one specific transaction (purpose, counterparty, amount, main terms and why it suits the company), or authorises the managing director to carry out a type of transaction up to an individual and an annual limit, with quarterly reporting to the board.

Related-party transactions

Approves a transaction with a director, a significant shareholder or a related person under the duty of loyalty rules (articles 228 to 230). The affected director abstains from deliberating and voting. A second option records in detail the abstentions, the votes for and the reasons of those who voted against.

Calling a general meeting

Calls an ordinary or an extraordinary general meeting, sets its date, place and agenda, and states the minimum notice: fifteen days for an S.L. and one month for an S.A. (article 176.1). Calling the meeting is a power the board cannot delegate.

Approval of the strategic plan

Approves the strategic plan as presented, or with amendments that the board agrees and someone must incorporate within a set time. Setting general strategy is also a power reserved to the board.

What the company decides when preparing the minutes

Because the minutes record a decision of one body, there is no counterparty and nothing to negotiate. Every option in the skill is weighted as neutral; the choices are the company's alone:

• Company form. Whether the company is an S.A. or an S.L. changes the quorum, the majority for resolutions, the basis for a written vote and the notice for calling a general meeting. For an S.A. the board resolves by absolute majority of the directors present, unless the law or the articles require more; for an S.L. it follows the majorities set in the articles.
• Form of the session. In person, remote or in writing, depending on what the articles allow and whether every director accepts it.
• Which resolutions to include. Each block can be left out.
• How much to delegate. A full delegation gives speed; a limited one keeps key matters with the board.
• Whether to ratify outright or with conditions, and whether to approve the plan as presented or amended.

The minutes also contain a closing provision on Spanish law: the rules the minutes follow, the majorities, how resolutions are raised to a public deed and certified, and the liability rule in article 237.

Jurisdictions and languages Dealroom supports for it

Dealroom offers these minutes for Spain only and drafts them in Spanish only, as they are a record of a Spanish company kept under Spanish law. This page explains the document in English, but the minutes themselves are produced in Spanish. One person can prepare them alone. For decisions of the members rather than the board, see general meeting minutes (Spain).

Common mistakes

• Citing the wrong basis for a remote meeting. Article 182 bis covers only fully remote general meetings, not board meetings, and the temporary rules of 2020 and 2021 have expired. Before filing resolutions adopted at a remote session with the Registry, check the current registry doctrine.
• Delegating reserved powers. A delegation of matters listed in article 249 bis is invalid and the Registry will refuse to register it.
• Forgetting the two-thirds majority and registration. A permanent delegation or the appointment of a managing director needs two thirds of the board and has no effect until registered.
• Recording an abstention as if it released a director from liability. Record an express vote against and opposition instead.
• Using a written vote when a director objects. The procedure fails if one director opposes it, and it is unsuitable for matters that need discussion.
• Mixing the S.A. and S.L. rules. Quorum, majorities and notice periods differ; apply the ones for the company's form.
• Mentioning the annual accounts rules when the accounts are not on the agenda. Article 253 applies only if the board prepares the annual accounts at that session.