With the entry into force of Law 39/2015, of October 1, on the Common Administrative Procedure of Public Administrations, legal entities and entities without legal personality are obliged to connect electronically with the Administrations. To do so, it is necessary to have an electronic certificate of representative.
Among the three types of certificates issued by the National Mint and Stamp Factory (FNMT-RCM) is the Sole Administrator and/or Independent Administrators Representation Certificate. This is a document issued electronically to sole or independent administrators as legal representatives of legal entities for their relations with the public administrations.
Sole Administrator vs Independent Administrators
Both the sole administrator and the independent administrator have the same power and responsibility. Their differences lie in the following:
| Sole director | Independent director |
| He/she has all the functions of the position exclusively and is the only one who is responsible for carrying them out. | The duties fall on two or more persons, although without the need for the other person to be present. |
The Royal Legislative Decree 1/2010, of July 2, 2010, which approves the revised text of the Capital Companies Act, establishes, in Article 210, that the administration of the company may be entrusted to a sole administrator, to several administrators acting independently or jointly or to a board of directors.
Obtaining the certificate
The Representation Certificate for Sole and/or Independent Administrators can be obtained by: corporations (A), limited liability companies (B) and Non-resident companies (N), if the representative of the company is a sole director or there are several independent directors, and are correctly registered in the Commercial Registry.
This certificate will be valid for two years, but may be revoked if there are changes in the company’s bylaws related to the sole administrator. In this case, the company must take the necessary steps to obtain a new certificate.
This certificate cannot be requested by joint administrators, attorneys-in-fact, presidents, liquidators or companies that have another company as administrator, and in these cases a certificate of representation of a legal entity must be requested.
