Spain Company Documents

In Spain the commercial register is the Registro Mercantil. Company documents such as the Memorandum of Association (Estatutos) and the Articles of Association (Escritura) and change of directors are formalised by a Spanish Public Notary, and then lodged with the Mercantile Register. We can obtain copies of such documents through our office in Madrid.

Spain Company Document fees

Registro Mercantil

The Central Mercantile Register is in charge of maintaining the Mercantile Registry and is dependent on the Ministry of Justice through the Directorate-General of Registries and Notarial Affairs. (Dirección General de los Registros y del Notariado). The Registro Mercantil organises and processed company filings in accordance with Section 379 of the Mercantile Register Regulations.

Company Search Report

The Spanish company search includes:

• Confirms company name / Denominación
• Date of Incorporation
• Registration details
• Objects of the company / Objeto Social
• Registered office address / Domicilio Social
• Share capital / Capital social
• Paid up share capital
• CIF number
• Date the company began trading
• Company contact details – where available
• Details of the company directors
• Details of original company Shareholders/ Accionistas when the company was incorporated – updated shareholders registers are not available

Director & Company Officers

Details of directors are recorded in the Mercantile Register together with their powers to act for a company.

• A Sole Director is known as Administrador Único
•  An Administrador Solidario- is a director with powers to bind the company, without seeking approval from other directors or shareholders.
• An Administrador Mancomuniado- is a director which has to seek approval of the other directors, to bind the company in a notarised or private contract.

Changes of director or  status of a director requires amendments via the Notaries Office and details need to be recorded in the Mercantile Register

• Name / Nombre
• DNI (Identity number)
• Officers type / Cargo – (member of the Board, president, company secretary, managing director)
• Date of the deed / Fecha de la escritura
• Residence / Residencia
• Notarial protocol number / Número de protocolo
• Notary – person who signs the certificate / Notario /
  Certificante
• Date of appointment / Fecha de nombramiento – if available
• Duration / Duración – if available

Company Accounts:

• The latest filed Directors’ Report and Accounts – the contents can  include: directors’ report, independent auditors’ report, profit and loss account, balance sheets, cash flow statement, notes on the cash flow statement and notes on the financial statements – depending on the size of the company.

Record of Lodging of Annual Accounts including:

• Accounting year / Ejercicio
• Date of lodgement of document / Fecha de depósito
• General Ledger / Diario
• Details of each file lodged / Depósitos
• Accounting year-end date / Fecha de cierre
• Date of legalisation of company books by registry / Fecha de legalización

Auditors details/ Auditores – (if available) including:

• Name / Nombre
• DNI (Identity number)
• Date of appointment / Fecha de nombramiento
• Inscriptio / Inscripción
• Duration / Duración
• Date of inscription / Fecha inscripción

 Certificate of Incorporation

In Spain a Certificate of Incorporation is not issued. Companies are incorporated via notarial deed.  A Spanish Notary can provide official records to confirm the company exists when it was incorporated and other basic information. Notification must be published in the Governments Borme Gazette, which states the company has been fully registered. We are able to provide a copy of this official publication.

Certificate of Good Standing – Nota Simple

The Certificate of Good Standing does not exist in Spain.  We can obtain a Nota Simple Informativa, a document that serves an identical purpose. This is supplied by a Spanish notary who gathers the appropriate paperwork and information from the Spanish Central Mercantile Registry.

Nota Simple Informativa  includes company information:

• Deed of Incorporation
• Any change of director deeds
• Any change of share capital deeds – excluding private sale of shares
• Confirms the company status

The document can be legalised by a notary and can be apostilled.

The Nota Simple is officially signed, sealed and stamped by the Mercantile Registry.

Memorandum of Association & Articles

We are able to provide copies of a Spanish companies Memorandum of Association. The Memorandum of Association will include the company name, registered office, registered agent, business activities, share capital, company objects and power of the Spanish company.

The Articles of Association form the company’s constitution and internal rules. This document must be drafted and presented to the public notary before the company can be incorporated.

Shareholders

When a company is incorporated in Spain the initial shareholders are recorded in the deed of incorporation, however, any subsequent changes to the company’s shareholders does not need to be filed with the Registro Mercantil.

We are able to provide details of all initial company shareholders along with details of the amount paid up on each share, but may not be able to provide information on any new shareholders appointed after the company was incorporated.

Director’s Report & Accounts – Financial Statements

Spanish companies file annual financial statements within four months from the end of the company’s financial year with the Registro Mercantil (Mercantile Registry), including balance sheet, profit and loss and notes.

We are able to provide copies of the latest director’s reports and accounts for Spanish registered companies. Company accounts and director’s reports filed vary depending on the size of the company. Companies fulfilling two of the following three criteria are not obliged to have their accounts audited:

• Total Assets less than €2,850,000
• Turnover less than €5,700,000
• Average number of employees less than 50

Financial statements are supplied in Spanish or Catalan depending on regional requirements.

Annual Return

An annual return must be submitted, disclosing the companies corporate governance structure and its operations.

Company Directors

The Notary requires details of the company directors’ at incorporation which will be recorded on the directors register.

Once the company exists there is no obligation for companies to file details of any new directorship appointments or changes. Unless the company chooses to file new director information, we are only able to provide details of the initial company directors who held office when the company was incorporated.

Order your  Documents

Please complete the order form with the target company name and your requirements.

Once obtained the documents are sent to you via email as a PDF.

If  you need assistance please use the contact us form detailing your query and target company name.  We will respond to you.