Spain Certificate of Good Standing - Nota Simple
A Certificate of Good Standing does not exist as such in Spain, but we can obtain a "Nota Simple" document that serves a similar purpose. The document proves the existence and registration of the Spanish company.
The Spanish "Nota Simple" contains the following information about the company:
- Name of company
- Name of the registry - Registro Mercantil Central
- Registral details - number in the registry, tax reference number
- Incorporation date
- Company object - this can be important in Spain, as a contract could be 'ultra vires' or subject to special rules
- Capital issued
- Capital paid
- Name of Directors/ Administradores - or people with Power of Attorney (the POA needs to be registered)
- Information about published data - incorporation, lodging of accounts, changes in directors and others, as required by law
Nota Simple - Details of Directors/ Administradores
A director in Spain can sign contracts on behalf of a company in their own right or with the consent of other directors depending on the powers they have been given in the deeds of appointment.
When relying on a director's powers, look out for the following descriptions
- Administrador Mancomuniado - where consent of all directors is needed, before signing a contract
- Administrador Único - where there is only one director
- Administrador Solidario - where each director with this designation can bind the company in a contract.
The 2014 amendment to the Law of Companies Financed by Capital means that an administrador solidario may have to get consent of Shareholders to sign an extremely important contract.