The Surveillance Committee
In a limited liability company (S. de R.L.), oversight is optional. What the Surveillance Committee is, when it helps and what it does. The essentials for your annual meeting.
- In an S. de R.L., oversight is optional: it exists only if the bylaws provide for it.
- When it exists, it is the Surveillance Committee (Consejo de Vigilancia).
- It is made up of partners or outsiders, and is appointed by the Partners' Meeting.
- It oversees the company's operations; it does not manage it.
What it is
The Surveillance Committee is the S. de R.L.'s oversight body. The law allows it to be set up only if the bylaws so provide (art. 84 of the LGSM). Its members may be partners or outsiders, and its role is to oversee the company's operations without taking part in management.
This is the key difference from a stock corporation: in an S.A. the Comisario is mandatory; in an S. de R.L. the Surveillance Committee is optional.
When it's worth having
Although the law does not require it, the bylaws may provide for it to add a layer of oversight independent of those who manage. It tends to help when there are partners who are not involved in operations, or investors who want a formal review of management.
Who sits on it and who appoints it
Its members may be partners or outsiders. They are appointed and removed by the Partners' Meeting, just like the managers.
What it does
Its core task is to oversee the company's operations. Among other things, it may call the Partners' Meeting. Because the law leaves this body to the partners' choice, its specific powers depend largely on what the bylaws set out.
- If your bylaws provide for a Surveillance Committee, the annual meeting ratifies or replaces its members.
- That's why the questionnaire asks whether your company has an oversight body and who sits on it.
- If you don't have one, that's fine: in an S. de R.L. it is not mandatory.
This article is a general informational summary and is not legal advice for any specific case. For your particular situation, consult a Ramos Urías lawyer.