08:35 Jun 5, 2018 |
English to French translations [PRO] Law/Patents - Law: Contract(s) | |||||||
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| Selected response from: Daryo United Kingdom Local time: 02:27 | ||||||
Grading comment
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Summary of answers provided | ||||
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4 | administrateur [de société] aux pleins pouvoirs [individuels et collectifs] |
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4 -1 | gérant unique |
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Summary of reference entries provided | |||
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Les vieilles habitudes... |
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Même son de cloches (!) |
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Start by defining the legal entity |
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Discussion entries: 10 | |
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joint and several director [of a Spanish Limited Liability Company / Joint Stock Corporation] administrateur [de société] aux pleins pouvoirs [individuels et collectifs] Explanation: au cas où la société a plus d'un administrateur administrateurs [de société] aux pleins pouvoirs collectifs et individuels "joint and several director" is specific to Spain, to Spanish Limited Liability Companies (“LLCs”) and Spanish Joint Stock Corporations (“JSCs”) and it's it's about the powers of company directors NOT about any kind of anyone's "joint and several" liability/responsibility joint and several director = a company director fully mandated/authorised to represent the company on its own - -- "severally" mandated/authorised directors = each director on its own has full authority which doesn't exclude acting together with other directors if the company has more than one director: -- "jointly" mandated/authorised directors = all directors deciding together] Another detail regarding this ST: minutes OF THE DECISION OF THE JOINT and several DIRECTORS OF xxxxxx s.l., SOCIEDAD UNIPERSONAL [xxxxxxxx(Spain), S.L. / Mrs. xxxxxxxxx], in [its/her] capacity as joint and several director of the company xxxxxxxx, S.L., Sociedad Unipersonal (the “Company”), expressly stating that [its/her] are in force, hereby IOW in this case it's ONLY ONE director, so it makes sense to be "administrateur [de société] aux pleins pouvoirs", while it's hard to imagine <>iwith whom (???) would one single director would be "conjointement et solidairement responsable" Joint and Several Directors Spanish Limited Liability Companies (“LLCs”) and Spanish Joint Stock Corporations (“JSCs”) can be managed and represented by Joint and Several Directors, each of whom shall be vested with all the representative powers of the Company, without prejudice to the provisions of the Bylaws or any decisions that may be adopted by a Shareholders Resolution on the distribution of powers, whose scope shall be only internal. The Company representation shall extend to all acts included in the corporate purpose provided by the Bylaws. READMORE Division of Duties: The management of the Company by Joint and Several Directors implies that each of them holds the entire representative power of the Company, so that the Company shall be bound by the individual decisions of each of the Joint and Several Directors, without the need of the concurrence of the other Director(s). The distribution of the representative powers between the Joint and Several Directors carried out in the Bylaws or adopted by a Shareholders Resolution, and any limitations thereon, have only internal effects. Moreover, the Shareholders’ General Meeting (“GM”) may issue instructions to the Joint and Several Directors and request them the submission of certain decisions for its approval. However, any limitation to the Joint and Several Directors’ representative powers, even if they are registered at the Spanish Commercial Registry, shall be null and void vis-à-vis third parties. Composition: A LLC and a JSC can be represented by 2 or more Joint and Several Directors. Joint and Several Directors can be individuals or legal entities and they do not need to be Shareholders (unless otherwise provided by the Bylaws). When a legal entity is appointed as a Joint and Several Director, an individual must be permanently designated thereby to fulfil the duties of the position. None of the following can be eligible to be Joint and Several Director: non-emancipated minors, persons legally incapable, persons disqualified pursuant to the Spanish Insolvency Act, persons convicted for crimes against freedom, property, socio-economic order, public safety, or the Administration of Justice, anyone whose position is incompatible with commercial endeavors, public officials whose responsibilities are associated with activities of the Company, and judges or magistrates and other persons bound by legal incompatibility. Question was already asked in 2009, the very relevant part of previous answers: "There are several options for the management structure of both SAs (Sociedades Anónimas) and SLs (Sociedades de Responsabilidad Limitada), each of which is mutually exclusive: 1) 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 2) Joint Directors or "Administradores Mancomunados/Conjuntos" (directors who may only act jointly). This may be appropriate where unanimity of decision-making is required; or 3) Joint and Several Directors or "Administradores Solidarios" (two or more directors who may take decisions either jointly or severally); or 4) 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." https://www.proz.com/kudoz/spanish_to_english/finance_genera... |
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Grading comment
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7 hrs confidence: peer agreement (net): -1
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