In Spain the commercial register is the Registro Mercantil. Company documents such as the Memorandum of Asociation (Estatutos) and the Articles of Association (Escritura) and change of directors are formalised by a Spanish public notary, and then made public through being lodged with the Mercantile Register. We can obtain copies of such documents through our office in Madrid.
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.
We are able to conduct comprehensive company searches on companies registered in Spain through our Spanish office.
The Spanish company search includes:
When a company in incorporated, this is done with the appointment of directors (Administradores). Details of directors are recorded in the Mercantile Register together with their powers to act for a company.
Any change of director, or change of status of a director, needs to organised with a notary, and details need to be recorded in the Mercantile Register
Record of Lodging of Annual Accounts including:
Auditors details/ Auditores – (if available) including:
We obtain search reports through our Spanish office who obtain company information from the Spanish public notary. The report is delivered by email in 2 - 3 days.
In Spain an official Certificate of Incorporation does not exist, a Spanish public notary can provide official records to certify the company is incorporated, when it was incorporated and other basic information. When a company is incorporated a note 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.
The Certificate of Good Standing does not exist as such in Spain, but it is possible to obtain a Nota Simple document that serves an identical purpose. This document is supplied by a Spanish notary who gathers the appropriate documentation and information from the Spanish Central Mercantile Registry.
Nota Simple Informativa is a document we can obtain through a Spanish office and includes company information:
The Nota Simple Informativa can be legitimised by a notary and the notarisation can be apostilled.
The Nota Simple provides basic information on the company along with certifying the company is in a state of Good Standing.
The Nota Simple is officially sealed and stamped by the Mercantile Registry, and is signed by an authorised officer to confirm its authenticity. The documentation can be legitimised by the notary and the notarisation can be apostilled if required.
Upon incorporation a company must supply a Memorandum of Association to the public notary. We are able to provide copies of a Spanish companies Memorandum of Association, supplied by a public notary. 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. We are able to provide a copy of the target company's Articles of Association from the Spanish public notary.
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.
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 appoint an auditor or have their accounts audited:
Two of the three conditions must be satisfied for two consecutive years to qualify for auditing exemption.
An annual return must be submitted, disclosing the companies corporate governance structure and its operations.
When a company is incorporated the public notary will require details of the company directors' which will be recorded in the directors register. Once the company is incorporated there is no obligation for companies to file details of new directorship appointments. Unless the company chooses to file new director information, we are only able to provide details of the initial company directors who held their directorships when the company was incorporated.
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