Spain Certificate of Good Standing – Nota Simple

In Spain the Certificate of Good Standing is know as Certificado Registro Mercantil

A Certificate of Good Standing does not exist in Spain, however we can obtain a Nota Simple document that serves a similar purpose and this document proves the existence and registration of the Spanish company.

The Certificate includes the following:

• Registered Company Name
• Company Registration Number
• Date of Incorporation
• Company Type
• Name of the registry – Registro Mercantil Central
• Tax reference number
• Company object – this can be important in Spain, as a contract could be ‘ultra vires’ or subject to special rules
• Share Capital – issued and paid
• Name of Directors/ Administradores – or people with Power of Attorney (the POA is registered)
• 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 Law of Companies Financed by Capital means that an administrador solidario may have to get consent of Shareholders to sign document.

Spain Certificate of Good Standing example