By means of a resolution issued on the 18th January 2012, the Spanish Directorate General of Notaries and Registries (DGRN) refused the inscription with the Companies Registry of a public deed reelecting a foreign member of the board, on the grounds of not holding a N.I.E.
It should be clarified that said director was already registered with the Companies Registry, simply with his passport number.
Before the above said resolution, directors and board members of companies of non-Spanish nationality were permitted to be appointed without a N.I.E., since their passport was suffice as a means of identifying themselves. The rationale of the DGRN is, substantially, as follows,
a) The administrators of a company are subsidiarily accountable for the tax obligations of the company (art. 43 of the General Tax Act) as well as for any illegal acts incurred by the management body of the company (art. 236.1 of the Capital Companies Act).
b) Article 18.1 of Royal Decree 1065/2007 sets forth that foreign individuals shall hold a tax identification number for matters of a tax or tributary nature.
