Foundations: Practical Guide to Trustees’ Duties and Civil Liability, 3.ª ed
This guide provides a practical overview of the duties and civil liability regime applicable to the members of the board of trustees (patronos) of Spanish foundations operating at national level and governed by state legislation. Its purpose is to illustrate clearly how trustees should fulfil their obligations and to provide practical guidelines to help them perform their duties.
This guide addresses the following aspects of the role of trustee:
- trustee duties;
- the liability regime;
- liability actions; and
- insolvency liability.
In preparing this guide, we have taken into account Foundations Law 50/2002 of 26 December (“Law”) – as currently in force – including the amendments introduced by Royal Decree-Law 5/2023 of 28 June and Basic Law 2/2024 of 1 August on equal representation and gender balance; Royal Decree 1337/2005 of 11 November foundations falling under state jurisdiction (“Foundation Regulations”); and Royal Legislative Decree 1/2020 of 5 May approving the consolidated text of the Insolvency Law – as currently in force –including the amendments introduced by Law 16/2022 of 5 September, given that it is relevant to the duties and liability regime of foundation trustees.
Although Spain’s autonomous regions have legislative powers in relation to foundations, this guide focuses only on national legislation. However, foundations operating mainly within a single Spanish autonomous region should also consider the relevant regional legislation.
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