PRACTICE AREAS
Board Secretaryships
Over 70 companies have entrusted us with their consultancy work.
We act as non-director secretaries and deputy secretaries to the board of directors. Our partners and senior solicitors have held these positions in over 70 companies, both listed and unlisted, and we cover the full cycle of corporate governance in accordance with the Companies Act, from the convening of general meetings and board meetings, the agenda, minutes and the notarisation of resolutions, right through to the safekeeping of books, board regulations and the duties of directors as set out in Articles 225 to 232 of the Capital Companies Act. A personalised service, with constant contact and immediate responses.
Our Approach · From within the board, not from outside
The secretary of the board is the legal guarantor of the governing body: they ensure the validity of its proceedings —including the convening of meetings, the constitution of the board, deliberations and the documentation of resolutions— and that its decisions comply with the law, the articles of association and the rules of procedure. A defect in the notice of meeting or an incorrectly drawn-up minute is not merely an administrative error: it may result in the challenges to corporate resolutions (sections 204 et seq. of the Companies Act).
Our partners and senior lawyers are, and have been, non-executive company secretaries and deputy company secretaries in more than 70 corporations, both listed and unlisted. This experience gained whilst serving on boards — not as occasional advisers, but as members of the board itself — enables us to interpret the legal implications of every scenario faced by the company and its directors, and to anticipate problems before they reach the agenda.
We are not a run-of-the-mill service: our service is bespoke, with constant contact and immediate responses, and is underpinned by an in-depth understanding of each client’s business. We also provide ongoing advice to directors on their duties of care and loyalty (Articles 225 to 232 of the Companies Act) and the design of corporate governance: regulations, committees and good governance practices. Outsourcing the company secretarial function also enables the efficient and cost-effective management of governing bodies.
70+
Corporations in which they serve as secretaries or deputy secretaries
Cotizadas
And unlisted companies, of all sizes
LSC
Notices of meetings, minutes and duties of directors
SERVICES
What we do
Secretariat of the Board of Directors
Notice of meetings and agendas, attendance at meetings, the drawing up of minutes, certifications and the safekeeping of company records. Direct and ongoing advice to the chair of the board.
General meetings of members and shareholders
Notice of meeting in accordance with Articles 166 et seq. of the Companies Act — jurisdiction, form, content and time limits —, supplementary notice of meeting, quorum and majorities, the conduct of the meeting and the minutes thereof, including the notarial certificate where applicable.
Minutes, certificates and notarisation
Drafting and approval of minutes, maintenance of the minute book, issuing of certificates and notarisation of company resolutions for registration with the Commercial Register.
Corporate governance
Regulations governing the board of directors and the board of directors’ meetings, specialist committees (audit, appointments and remuneration), corporate governance reports for listed companies, and compliance with corporate governance recommendations.
Duties of administrators
Ongoing advice to directors on their duties of care and loyalty (Articles 225 to 232 of the Companies Act): conflicts of interest and their waiver, protection of corporate discretion, and prevention of directors’ liability.
Scenario analysis
Analysis of the legal implications of each scenario facing the company and its board of directors: appointments and removals, co-optation, disputes between shareholders, and one-off transactions. Immediate and tailored service.
METHOD
How we work
Corporate calendar
Annual planning for meetings and boards: preparation and approval of accounts, statutory notice periods and registration requirements, to ensure that no dates take the body by surprise.
Preparation for each session
Notice of the meeting must be given in the manner and within the time limits required by the Companies Act and the Articles of Association, with a detailed agenda and the documentation sent to the directors in advance.
Celebration and minutes
Attendance at the meeting, verification of a quorum and majorities, legal support during deliberations, and the drafting of the minutes with the rigour required to minimise the risk of challenges.
Implementation and monitoring
Certification, notarisation and registration of resolutions, safekeeping of the company’s books, and monitoring of the resolutions until they have been fully implemented.
EXPERIENCE
Proven track record
70+
Corporations in which they serve as secretaries or deputy secretaries
Cotizadas
And unlisted companies, of all sizes
LSC
Notices of meetings, minutes and duties of directors
Our partners and senior lawyers are, and have been, non-executive company secretaries and deputy company secretaries at more than 70 companies, both listed and unlisted. The service is personalised, with constant contact and immediate availability, and is built on an in-depth understanding of each client’s business — because a good company secretary does not just know the Companies Act: they know the company.
TEAM
Who advises you
FREQUENTLY ASKED QUESTIONS
What clients ask before engaging us
He or she acts as secretary to the governing body without being a director: he or she convenes meetings and draws up the agenda, attends meetings, draws up the minutes, issues certificates, keeps the company’s books and ensures that the board’s decisions comply with the law and the articles of association. He also provides independent legal advice to the chairman and directors, drawing on his experience of having held this position in more than 70 companies.
In accordance with Articles 166 et seq. of the Companies Act: the meeting is convened by the directors, in the manner provided for by law and the articles of association, including the minimum required information — a clear agenda, venue and date — and with the statutory notice period: as a general rule, one month for public limited companies and fifteen days for private limited companies. In public limited companies, moreover, minority shareholders may demand that the notice of meeting be supplemented. A failure to comply with any of these steps may render the resolutions adopted invalid.
The minutes serve as evidence of what has been agreed, and the resolutions are enforceable from the moment they are approved. Faulty minutes — agreements incorrectly recorded, majorities not substantiated, procedural defects not remedied — open the door to challenges to corporate resolutions (sections 204 et seq. of the Companies Act), hinder their registration and may give rise to liability. That is why drafting the minutes is a legal task, not an administrative one.
Yes. We handle the maintenance and safekeeping of company records — including minutes, the register of members and the register of registered shares — as well as the issue of certificates and the notarisation of resolutions where required, liaising with the notary and the Companies Register until registration is complete.
Yes, it is an essential part of the service. The secretary attends board and committee meetings: they verify that the body is duly constituted, provide immediate advice on legal issues that arise during discussions, and record the resolutions. The service is personalised and available immediately, including between meetings.
The LSC sets these out in two sections: the duty of care (Articles 225 and 226, with the protection of corporate discretion) and the duty of loyalty (Articles 227 to 232), which includes the rules on conflicts of interest and exemptions from them. Any breach of these provisions may give rise to personal liability on the part of the director. Part of our role as company secretariat is to ensure that the board always makes decisions within this framework.
No. The role of non-director company secretary is fully recognised: they attend meetings with the right to speak but not to vote, which preserves their independence of legal judgement. This is precisely the model under which our partners and senior lawyers have served in the majority of the more than 70 companies that have entrusted us with their secretarial duties.
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