Software for the board secretariat
Sttok manages the board of directors cycle: the notice, the attendance check, proxies, voting, the minutes and the certification of resolutions. It records each director's appointment with its term and keeps a corporate calendar for each company. It is built for whoever acts as secretary for one company or for several. Sttok customers manage an average of two companies each.
What Spanish law places in the secretary's hands
The Spanish Companies Act (Ley de Sociedades de Capital, LSC) says little about the secretary and a lot about what is expected of them. Article 250 requires the board's discussions and resolutions to be recorded in a minute book. The minutes are signed by the chair and the secretary.
Article 109 of the Commercial Registry Regulation (RRM) gives the secretary the power to certify, whether or not they are a director. They do so with the chair's approval. Whoever certifies must hold office at the time the certificate is issued. And resolutions that are not recorded in approved and signed minutes, or in notarial minutes, cannot be certified.
Every time a bank, a notary or the Companies Registry asks for a certificate, the secretariat has to be able to prove those three conditions.
Situations it handles
The board needs to be called
The board is called by its chair or whoever acts in their place (art. 246.1 LSC). If the chair, without good reason, fails to call it within a month of being asked, directors representing at least a third of the board may do so. They must state the agenda and hold the meeting in the town of the registered office (art. 246.2). The board must meet at least once a quarter (art. 245.3).
Sttok manages the notice from the platform. With several companies, each company's corporate calendar brings together the deadlines for each board meeting.
A director can't attend
The board is validly constituted when a majority of its members are present or represented (art. 247 LSC). In a private limited company (SL), the bylaws also set how many directors must attend.
A director who can't attend appoints another as proxy. Sttok records the proxy together with the attendance check, so the secretary has both before opening the meeting.
A resolution is put to the vote
In a public limited company (SA), resolutions are adopted by an absolute majority of the directors attending the meeting (art. 248.1 LSC). Voting in writing without a meeting is only allowed when no director objects (art. 248.2). In an SL, the bylaws govern how the board deliberates and adopts resolutions (art. 245.1).
Sttok records the vote on each item of the meeting.
A director has a conflict of interest
A director must abstain from deliberating and voting on resolutions in which they, or a related person, have a conflict of interest (art. 228.c LSC). The law repeats the abstention for the director whose executive contract the board approves. That contract is attached to the minutes (art. 249.3).
It is the secretary who records in the minutes who abstained. Sttok manages the minutes of each meeting with its votes.
The minutes must be signed and the resolution certified
The minutes are signed by the chair and the secretary. The certificate is issued by the secretary with the chair's approval, and only on approved and signed minutes.
Sttok manages the minutes and the certificate in the same place as the notice and the vote. The secretary doesn't have to gather each meeting's documents from email and folders.
Directors or delegated powers change
Permanently delegating powers to an executive committee or a managing director requires a two-thirds majority of the board. It has no effect until it is registered with the Companies Registry (art. 249.2 LSC). Appointments expire after their term and are renewed.
Sttok records each appointment with its term. The expiry date of each appointment is in the register, not in the secretary's memory.
The secretary looks after several companies
A group secretary handles the board of the parent company and those of several subsidiaries, each with its own directors, calendar and deadlines. Sttok separates permissions per company, so each person sees the scope that applies to them, and keeps a corporate calendar for each one.
Managing the group as a whole is described in corporate management for groups of companies.
Someone challenges a resolution
Directors may challenge board resolutions within thirty days of their adoption. Shareholders holding 1% of the capital have thirty days from when they learned of the resolution, provided no more than a year has passed since it was adopted (art. 251 LSC).
With that time frame, the signed minutes and the certificate need to be findable years after the meeting.
When the body has another name
Sttok works with companies of groups with a presence in Latin America and Andorra. Bodies equivalent to the board of directors, such as the junta directiva or the directorio, are managed under their own name. The same goes for the general assembly of shareholders and the shareholder register.
The product is built on Spanish corporate law. Compliance with each country's rules is assessed case by case.
Today vs with Sttok
| Today | With Sttok | |
|---|---|---|
| Notice | An email to each director, with replies spread across threads | Notice from the platform, with attendance and proxies recorded |
| Voting | Rebuilt from notes taken at the meeting | Vote recorded per item |
| Minutes | A text document copied from the previous minutes | The meeting's minutes in the same place as its notice |
| Certificate | Find the signed minutes and check by hand who can certify | Certificate handled alongside the minutes, with the register of officers and their terms |
| Several companies | A folder and a diary per board | Corporate calendar and permissions per company |
Frequently asked questions
Does the board secretary have to be a director? No. Article 109 of the Commercial Registry Regulation gives the power to certify to the secretary and the vice-secretary, whether or not they are directors.
Who can certify a board resolution? The secretary or the vice-secretary, with the approval of the chair or the vice-chair. Where there is no board, the sole director, any of the joint and several directors or the directors with powers of representation certify. In every case the officer must hold office when the certificate is issued (art. 109 RRM).
How often must the board meet? At least once a quarter (art. 245.3 LSC). The bylaws or the board's regulations may require more meetings.
Can the board vote in writing without holding a meeting? In an SA, only when no director objects to that procedure (art. 248.2 LSC). In an SL, whatever the bylaws say about how the board deliberates and adopts resolutions.
How long is there to challenge a board resolution? Thirty days from adoption for directors. Shareholders with 1% of the capital have thirty days from when they learned of it, with a limit of one year from adoption (art. 251 LSC).
Does it work for the board of a company outside Spain? The platform manages the body under whatever name it has, such as junta directiva or directorio. Compliance with each country's rules is assessed case by case.
Can the same secretary handle the boards of several companies? Yes. Each company has its own corporate calendar and permissions, so each person only sees the companies that apply to them.
How much does it cost? Plans per company range from €450 to €850 a year, excluding VAT, depending on the number of shareholders. Companies with more than 50 shareholders and groups have a custom plan, which is the most common case among customers. The details are on the pricing page.
Get started
AXA is a Sttok customer. More than 250 customers manage more than 500 companies, with more than 250,000 shareholders and more than €20 billion in equity. General meetings and the board are described in more detail in general meetings and board of directors.