Shall we appoint a substitute?

When the sole administrator passes away or definitively ceases to perform their duties for any reason, the company may suddenly become inoperative, as the administrator is the one who represents the company and acts on its behalf.

Therefore, when the company is left without an administrator, situations of blockage may arise until the shareholders' meeting appoints a new one. To avoid this, the law allows for the appointment of a substitute administrator, who will take the position when an anticipated vacancy occurs in the governing body for any reason (death, incapacity, resignation, etc.). However, it must first be verified that the bylaws do not prohibit the appointment of substitutes.

If possible, the general meeting will be the one to appoint a substitute administrator and can do so at any time. However, it is advisable that the appointment of this substitute administrator —or substitutes, as there may be several— be made in the same meeting in which the main administrator is appointed or when their position is renewed.

In addition, it must be taken into account that:

• Substitute administrators must meet the legal requirements established to be able to hold the position (for example, a minor cannot be appointed).

• It must be verified in the bylaws whether there is a requirement for any additional condition (for example, that the substitute be a partner).

• Regarding the vacancy, it must occur for any reason (resignation, death, etc.), but not merely due to the passage of the term that had been set for the position of administrator.

As for the duration of the substitute's position, it will be the same as that provided in the bylaws for the main administrator. However, when the bylaws say nothing about the duration of the main administrator's position, the law provides that it be indefinite; therefore, the substitute will also occupy it indefinitely. However, the meeting may dismiss them and agree to appoint a new administrator at any time.