The certifying powers of joint directors of a company with more than two directors

In companies with three joint directors appointed in the articles of association, certificates of corporate resolutions must be drawn up by all the directors of the company and not just by two of them.

The Pontevedra Mercantile Register rejected the filing of the annual accounts presented with certification of only two of the three joint directors of the company. This a negative was confirmed by the Directorate General of Legal Security and Public Faith (DGSJFP), in Resolution of 29 November 2023. Article 233.2.c) LSC establishes that “in a limited liability company, if there are more than two joint administrators, the power of representation shall be exercised jointly by at least two of them in the manner determined in the bylaws”. In this respect, the DGSJFP considers that the scope of this article is only limited to the fact that, if the administr ation is established jointly, the directors must act in the joint manner determined by the articles of association and cannot act alone. However, Article 109 of the RRM complements the meaning of the previous article, being that if thr ee joint directors are appointed by the articles of association, the powers of certification correspond to all three jointly and not just to tw o of them. In the case at hand, the articles o f association provided for the election of at least two joint directors, “who shall always act jointly”. Thus, the interpr etation of the powers to act, according to article 109 RRM, must be in accordance with the bylaws and not the minimum o f two directors alleged by the company, which based its argument on the aforementioned article 233.2.c) LSC. However, the DGSJFP has reiterated the validity and registration of those articles of association that establish that the power of representation can be exercised by only any two of the joint directors appointed. (vid. Resolución de fecha 8 de junio de 2016). Ver Resolución de 29 de noviembre de 2023.