Today we are going to focus on talking about the main responsibilities that the directors of a public limited company haveto face, which from our experience as an advisor for companies we know are not few, and that they have a great importance for the proper functioning of the company.

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What is the figure of administrators?

The directors of a company are natural or legal persons who have the responsibility to manage the proper functioning of the company,acting as representatives before the bodies, creditors, customers, partners, etc.

According to current law, any person of legal age can be an administrator of a company,without the need for them to be partners in the company itself. Although in most cases the figure of administrator of a company is performed by one of the partners, the reality is that it does not have to be so, unless the statutes provide otherwise.

In fact, if the administrator of the company has more than 25% of the capital of the company in his possession, he will be obliged to register as a freelancer and therefore comply with the corresponding tax obligations. On the contrary, if the administrator does not have this percentage, he must be registered within the general social security system, excluding unemployment and FOGASA.

Directors of a public limited company

The structure of the administrative body may take only one of the following forms:

  1. Sole administrator: Necessarily holds all the functions of management and representation of the company.
  2. Two or more joint administrators: The directors act individually, although the bylaws or agreements of the board may distribute the powers.
  3. Two joint directors: That is, they act jointly, not being able to bind the company if they act separately.
  4. Board of Directors: Composed of a minimum of 3 members.

Likewise, the appointment or dismissal of the directors of a public limited company must be reflected both in the Public Deed and in the Mercantile Registry.

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Main responsibilities of the directors of a public limited company

The responsibilities of the directors of a public limited company cover the fields of economic, fiscal, financial and commercial activity,as well as those actions corresponding to the legal level.

The Capital Companies Act establishes that the obligations and responsibilities of the directors of a company are the duty of diligence and loyalty.

Responsibilities of administrators according to the duty of care

  • Obligation to exercise the position of administrator in an effective, active and involved manner.
  • Be attentive and continuously monitor that all those areas that are under the supervision and responsibility of the administrator evolve in an appropriate way, adopting the necessary measures in case any problem arises.
  • They must be kept constantly informed and updated, to try to make accurate decisions.

Responsibilities of administrators according to the duty of loyalty

  • Do not exceed the functions entrusted to their positions as administrators.
  • Maintain business discretion in any area that could affect society.
  • Not to be involved in decision-making on matters where there may be a conflict of personal interest.
  • Always act for the benefit of the company, or at least try not to harm it.

How far do the responsibilities of the directors of a company go?

The scope of managers’ responsibilities is premised on good faith, honesty and loyalty to the company. This means that for any action they take, they must take into account the benefit of the society they represent.

Likewise, the performance of the position of administrator must be carried out actively,taking into account omissions regarding its duties and legal, statutory or any other type of obligations, provided that they are grounds for damages to the company.

In the case of a public limited company, the liability of the partners is reduced to the capital contributed. On the contrary, the directors will be personally and with the totality of their assets against any act linked to the company,which has intentionally caused damage to the company, to any of the partners or to third parties.


In short, the responsibilities of the directors of a public limited company are mainly focused on managing the proper functioning of the company they represent.