Representation powers granted by the joint directors

Joint directors are not a collegiate body and must act jointly. The granting of a power of attorney to one of them cannot be made by certification of a resolution of the managing body, but rather by the execution of a public deed granting power of attorney.

In the Resolution of 16 January 2024, the Directorate General for Legal Security and Public Faith (DGSJFP) considered that the management body cannot agree by a mere resolution to grant indistinct power of attorney to any of the joint directors to represent the company in the execution of a deed of sale of a property.

The joint administration, unlike the board of directors, is not a collegiate body, but is made up of a plurality of individuals. Therefore, the joint directors cannot certify the powers of attorney that are granted between them by means of resolution but must be in the form of a public deed granting power of attorney.

In this case, according to the bylaws of the selling company, the power of representation of the company had to be exercised jointly by the two joint directors, in accordance with articles 233.2.c) of the Capital Companies Act and 124 of the Companies Register Regulations.

Consequently, the DGSJFP ratified the refusal to register a deed of sale and purchase of a property, establishing that powers of attorney that exceed the company representation of the joint directors must be notarized in a public deed and not in a mere private document such as the certificate of the company’s minutes, even though the signatures of the latter are notarized.

See Resolución DGSJFP de 16 de enero de 2024.