Administradores solidarios vs. Administradores mancomunados

English translation: joint and several directors vs. joint directors

GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
Spanish term or phrase:Administradores solidarios vs. Administradores mancomunados
English translation:joint and several directors vs. joint directors
Entered by: D. Kenyon

09:50 Mar 1, 2010
Spanish to English translations [PRO]
Bus/Financial - Business/Commerce (general)
Spanish term or phrase: Administradores solidarios vs. Administradores mancomunados
Can anyone clarify what the difference is between these two "formas de órgano de administración"

"La dirección...de la sociedad corresponde a:
"b) A cada uno de los ADMINISTRADORES SOLIDARIOS, con un mínimo de dos y un máximo de cinco
c) A los ADMINISTRADORES MANCOMUNADOS, actuando CONJUNTAMENTE, con un mínimo de dos y un máximo de cinco"

Both are described in previous Kudoz questions as JOINT and/or several administrators so I'm not sure whether there is any clear distinction.
D. Kenyon
Spain
Local time: 02:42
joint and several directors vs. joint directors
Explanation:
I think it must be underscored that in the context of company law, "administrador" is "director", not "administrator". (This is a typical "false friend"--As Thomas West points out in his "Spanish-English Dictionary of Law and Business", "administrador" is "board member" or "director", depending on the context.)

In this text "administrador" refers to a company DIRECTOR. The options for managing Spanish companies were clearly explained in a text formerly published on the website of the Madrid office of the DLA Piper international law firm. Since the text is no longer available online, I am copying the pertinent part below (SA = sociedad anónima; SL = sociedad de responsabilidad limitada):

"There are several options for the management structure of both SAs and SLs, each of which is mutually exclusive:

• Sole Director or "Administrador Unico". This is often the preferred structure where important decisions need to be taken relatively quickly and easily, and where a trusted individual is available in Spain; or

• Joint Directors or "Administradores Mancomunados" (directors who may only act jointly). This may be appropriate where unanimity of decision-making is required; or

• Joint and Several Directors or "Administradores Solidarios" (two or more directors who may take decisions either jointly or severally); or

• Board of Directors or "Consejo de Administración" (not less than three directors), jointly voting on the relevant resolutions. In this case, a company secretary must also be appointed. Board resolutions may be adopted in writing. Meetings may be held by means of telecommunication methods."

Here are additional bilingual references in this context in which "administrador" clearly refers to "director" rather than "administrator":

Board of directors: this is defined by the company’s articles. It can be made up of a sole director ( administrador único), two or several directors or even a board of directors (of 3 to 12 participants).
http://www.justlanded.com/english/Spain/Articles/Business/Do...

A Spanish limited company (SL) requires a minimum paid up capital of € 3.006. Only one shareholder and director (administrador) are obligatory. ...
eurolawyers.org/companysetup.html

Have your Spanish company incorporated at a cost of only 1250 euros (1) ... including your appointment as Director (Administrador) of the Company and the ...
herreraymorenoabogados.com/serv04.htm

The management of a Spanish company may be the responsibility of:

a) One single person, as a sole director (Administrador único)

b) Various persons, each acting individually (Administradores solidarios)

c) Two persons jointly (Administradores mancomunados)

d) More than two persons, also jointly, in which case they make up the Board of Directors. (Consejo de Administración).
http://www.law.ed.ac.uk/eyl/02REPCE.HTM

Company Director (Administrador único): Mr. Alan Araw. All rights reserved. Please visit also The Royalty Financing Company. Enter your name ...
www.pushforce.com/flash/main_v8.swf

Aproximación al estudio del deber de lealtad del administrador de sociedades .... thesis is related to the duty of loyalty applied to the company director. ...
www.tesisenxarxa.net/TDX-1026105-113344/

Selected response from:

Rebecca Jowers
Spain
Local time: 02:42
Grading comment
Thanks Rebecca, for the clarification and rest of definitions. Most helpful
4 KudoZ points were awarded for this answer



Summary of answers provided
4 +5joint and several administrators vs. joint administrators
José Manuel Lozano
5joint and several directors vs. joint directors
Rebecca Jowers


  

Answers


15 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +5
joint and several administrators vs. joint administrators


Explanation:
solidario = joint and several

mancomunado = joint

--------------------------------------------------
Note added at 18 mins (2010-03-01 10:08:38 GMT)
--------------------------------------------------

La diferencia está en que los administradores solidarios pueden actuar cada uno de ellos por sí solos individualmente ejerciendo todos los poderes de administración, mientras que los mancomunados tienen que actuar siempre conjuntamente.

José Manuel Lozano
Local time: 02:42
Specializes in field
Native speaker of: Native in SpanishSpanish
PRO pts in category: 28

Peer comments on this answer (and responses from the answerer)
agree  Edward Tully
5 mins
  -> thank you, Edward

agree  Gilla Evans: yes, you've made the distinction clear
31 mins
  -> thank you, Gilla

agree  cmwilliams (X)
57 mins
  -> thank you, cmwilliams

agree  Rafael Molina Pulgar
3 hrs
  -> muchas gracias, Rafael

agree  Ruth Ramsey
6 hrs
Login to enter a peer comment (or grade)

21 hrs   confidence: Answerer confidence 5/5
joint and several directors vs. joint directors


Explanation:
I think it must be underscored that in the context of company law, "administrador" is "director", not "administrator". (This is a typical "false friend"--As Thomas West points out in his "Spanish-English Dictionary of Law and Business", "administrador" is "board member" or "director", depending on the context.)

In this text "administrador" refers to a company DIRECTOR. The options for managing Spanish companies were clearly explained in a text formerly published on the website of the Madrid office of the DLA Piper international law firm. Since the text is no longer available online, I am copying the pertinent part below (SA = sociedad anónima; SL = sociedad de responsabilidad limitada):

"There are several options for the management structure of both SAs and SLs, each of which is mutually exclusive:

• Sole Director or "Administrador Unico". This is often the preferred structure where important decisions need to be taken relatively quickly and easily, and where a trusted individual is available in Spain; or

• Joint Directors or "Administradores Mancomunados" (directors who may only act jointly). This may be appropriate where unanimity of decision-making is required; or

• Joint and Several Directors or "Administradores Solidarios" (two or more directors who may take decisions either jointly or severally); or

• Board of Directors or "Consejo de Administración" (not less than three directors), jointly voting on the relevant resolutions. In this case, a company secretary must also be appointed. Board resolutions may be adopted in writing. Meetings may be held by means of telecommunication methods."

Here are additional bilingual references in this context in which "administrador" clearly refers to "director" rather than "administrator":

Board of directors: this is defined by the company’s articles. It can be made up of a sole director ( administrador único), two or several directors or even a board of directors (of 3 to 12 participants).
http://www.justlanded.com/english/Spain/Articles/Business/Do...

A Spanish limited company (SL) requires a minimum paid up capital of € 3.006. Only one shareholder and director (administrador) are obligatory. ...
eurolawyers.org/companysetup.html

Have your Spanish company incorporated at a cost of only 1250 euros (1) ... including your appointment as Director (Administrador) of the Company and the ...
herreraymorenoabogados.com/serv04.htm

The management of a Spanish company may be the responsibility of:

a) One single person, as a sole director (Administrador único)

b) Various persons, each acting individually (Administradores solidarios)

c) Two persons jointly (Administradores mancomunados)

d) More than two persons, also jointly, in which case they make up the Board of Directors. (Consejo de Administración).
http://www.law.ed.ac.uk/eyl/02REPCE.HTM

Company Director (Administrador único): Mr. Alan Araw. All rights reserved. Please visit also The Royalty Financing Company. Enter your name ...
www.pushforce.com/flash/main_v8.swf

Aproximación al estudio del deber de lealtad del administrador de sociedades .... thesis is related to the duty of loyalty applied to the company director. ...
www.tesisenxarxa.net/TDX-1026105-113344/



Rebecca Jowers
Spain
Local time: 02:42
Works in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 302
Grading comment
Thanks Rebecca, for the clarification and rest of definitions. Most helpful
Login to enter a peer comment (or grade)



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