Companies
Modificación de objeto socialWithout entrepreneurship there is no future, so it is of vital importance to support our businesspeople and entrepreneurs.
At JLA Notaries we are familiar with companies’ life cycle, which enables us to provide legal assistance for companies in their different stages, whether incorporation, modifications of their articles of association, changes of director, share sales and purchases, capital increases and reductions, dissolution and closure, and everything related to commercial matters.
We want you to invest your time in your business, so from 9 November 2023, you can count on our online notary office to carry out most commercial procedures. For example, you will be able to perform the following procedures electronically by videoconference and an electronic signature, wherever you are:
- Incorporating a company online
- Appointing directors online
- Modifying the articles of association online
- Capital increases and reductions online
- Mergers
- Spin-offs
- Company conversions
- Dissolution and winding-up of companies
- Change of company name
- Declaration of single member status and declaration of loss of single member status
- Winding-up and liquidation of companies
- Modification of corporate purpose
- Modification of the governing body
Incorporation of all types of companies
This is a legal operation in which a company is legally established, thus permitting the company to act in its own interest and exist separately from its shareholders.
This will depend on the type of company. In the case of limited liability companies, which are the most common, the following documents are usually necessary:
- ID card, foreigner identification number (NIE), passport or residence permit of all the members who must attend the signing ceremony in person or with a power of attorney.
- Name availability certificate issued by the Companies Register.
- Articles of association of the company.
- Bank certificate accrediting the crediting of the amount of the share capital into the bank account opened in the name of the company being incorporated. Another option is to make non-monetary contributions or the assumption by the founders of unlimited liability for the amount of the share capital.
- Data of the person who will be appointed as the company director.
Along with the incorporation of a company, it is advisable to grant a certificate stating the name of the beneficial owner as this document will be necessary for the company to carry out operations related to taxes.
Appointment and removal of directors
This is a corporate decision whereby new board members are appointed, members are replaced after their removal or a previous appointment is rendered without effect.
- ID card, foreigner identification number (NIE), passport or residence permit of the appointed director. They must attend the signature ceremony.
- Certified copy of the company’s deed of incorporation.
- Company deed of beneficial ownership.
- Certificate with the shareholders’ decision
- In the case of a change in the board of directors, if the new form is not included in the articles, the text with the statutory modification is required.
- In the case of a director being removed, they must be present at the signature ceremony or if not, they must be notified.
Changes in corporate domicile
This is a modification of the articles of association of a company that entails the change in the domicile of the company within national or foreign territory.
- ID card, foreigner identification number (NIE), passport or residence permit of the director. They must be present at the signature ceremony.
- Certified copy of the company deed of incorporation.
- Company deed of beneficial ownership.
- Shareholders’ decision, only in the case that the articles envisage that the power to change the domicile does not correspond to the director.
Sale-purchase of shares and equity holdings
An agreement whereby a shareholder/member sells all or some of their shares/equity holdings in a company to another person, whether or not a shareholder/member, in exchange for a consideration.
- ID card, foreigner identification number (NIE), passport or residence permit of the seller and the buyer.
- Certified copy of the company deed of incorporation and any other deeds accrediting ownership of the shares or equity holdings that are to be sold.
- Company deed of beneficial ownership.
- If the articles or the law establish any limitation on the transfer of the shares or equity holdings, the decision of the shareholders meeting must be provided.
- Accreditation of the payment means.
Modification of company articles of association
A deed that puts on record all company decisions that produce a change in any of the articles of association.
- ID card, foreigner identification number (NIE), passport or residence permit of the directors.
- Certified copy of the company deed of incorporation.
- Company deed of beneficial ownership.
- Certificate of the shareholders decision, issued and signed by the director setting out the decision taken and the new wording of the articles of association.
- Certain statutory modifications may require specific documents, depending on the modification. In all cases, we advise you to contact JLA Notarios to find out which ones.
Capital increases and reductions
A deed that sets out the corporate decision to increase or reduce the capital at the wish of the shareholders. The deed must specify the amount of the increase or reduction, the way in which it is carried out, the entry/withdraw of shareholders and potential limitations on certain rights.
Si busca más información sobre cómo ampliar el capital de su sociedad o cómo reducir el capital de su sociedad, puede acudir a nuestro blog notarial:
Mergers
The union of assets, rights, obligations and contractual relations of two or more companies by means of a prior agreement of the shareholders of the entities that will merge. It entails the integration of two or more companies into a single company.
Divisions
A corporate agreement whereby part of the assets and liabilities of a company is separate from a company and transferred as a block to another company or other companies in exchange for a consideration. The company subject to the division will continue to exist but without the separated part.
Changes in the type of company
This consists of putting on record a corporate decision to change the type of company (Limited liability, Public limited company, General partnership, etc.). It is characterised in that the company continues to exist but once it is changed, it is subject to the regulations governing the new type of company.
Change in company name
A change in company name deed makes it possible to change the name of a company. This deed must be filed with the Business Registry.
- Identity document, Passport, Resident’s Permit or Foreigner Identity Card of the company directors.
- Certified copy of the company deed of incorporation.
- Beneficial owner identification record.
- Certificate of the Shareholders' Meeting resolution issued and signed by the company director stating the content of the resolution and the new wording of the article of association.
- Certificate of the reservation of the new name by the Central Business Registry. JLA Notarios can help you obtain this certificate.
Declaration of sole proprietorship status and loss of sole proprietorship status
The sole proprietorship status deed declares that a company now has a sole proprietor, and it prevents the sole proprietor from losing the benefit of limitation of liability provided it is properly filed with the Business Registry.
The deed of loss of the sole proprietorship status records that a company has lost its sole proprietorship status.
- ID, Foreign ID, Passport or Resident’s Permit of the company directors.
- Certified copy of the deed of incorporation of the company and the deed recording the appointment of the directors.
- Beneficial owner identification record.
The JLA Notarios office in Barcelona can help you to obtain the sole proprietorship status declaration and thus limit your liability as the sole proprietor.
Winding up and liquidation of Companies
Companies have a life cycle, in the same way as people. A company can be wound up by means of the dissolution deed, based on the agreement of the shareholders. This requires the previous settling of debts and the distribution of the remaining assets among the shareholders, as well as the formalization of all this in a public deed.
The procedure can be carried out in two acts, by firstly dissolving the company, appointing a receiver and then liquidating it and distributing the company assets. It can also be done in a single act, recording the dissolution and liquidation in a single deed.
Modification of corporate purpose
The deed of modification of corporate purpose records changes in the corporate purpose of a company by adding, removing or change the activities that are carried out by the company.
This document must be filed with the Business Registry.
- ID, Foreign ID, Passport or Resident’s Permit of the company directors.
- Certified copy of the deed of incorporation of the company.
- Beneficial owner identification record.
- Certificate of the Shareholders' Meeting, issued and signed by the director recording the new corporate purpose and the new wording of the respective article of association.
Modification of the governing body
The deed recording the modification of the governing body of the company makes it possible to change the way in which a company is managed, with the option of having a sole director, joint directors, joint and several directors or a Board of Directors.
This document must be filed with the Business Registry.
- ID, Foreign ID, Passport or Resident’s Permit of the company directors.
- Certified copy of the deed of incorporation of the company and the deed recording the appointment of the directors.
- Beneficial owner identification record.
- Certificate of the Shareholders' Meeting, issued and signed by the director recording the modification of the governing body and the new wording of the respective article of association.
Shareholders’ agreements
Shareholders’ agreements make it possible for the persons signing them to execute agreements related to the company in which they hold shares. They can be used in family offices and in this case, they are known as family protocols.
If you intend to formalise a shareholders’ agreement and the identification documents that need to be signed, JLA Notarios can help you process your shareholders’ agreement.
General commercial power of attorney
A general commercial power of attorney makes it possible for the governing body of a company to confer powers on a person to act on behalf of a company.
Once the general commercial power of attorney has been signed, its powers can only be exercised after filing it with the Business Registry.
The documents required to sign this power of attorney are the following:
- Documentary identification of the director or directors who will sign the power of attorney.
- Original deed of the company granting the power of attorney and deed recording the appointment of the director.
Once you have these documents, JLA Notarios can help you process your general commercial power of attorney.
Special commercial power of attorney
A special commercial power of attorney enables a person to act on behalf of a company solely for the purpose of carrying out one or more specific actions.
The documents required to sign this power of attorney are the following:
- Documentary identification of the director or directors who will sign the power.
- Original deed of the company granting the power of attorney and deed recording the appointment of the director.
Once you have these documents, JLA Notarios can help you process your special commercial power of attorney.
Beneficial owner identification record
A beneficial owner identification record is a notarial document whereby the governing body of a company declares the identity of the natural persons who control the company, which are those who hold 25 per cent or more of the share capital, either directly or due to being the shareholders of another company, or otherwise, those who control the company itself, as the directors.
It must be submitted by a company for all business that is related to tax and serves to prevent money laundering and terrorist financing.
It costs between 50 and 75 euros.
The documents you need to formalise a beneficial owner identification record are:
- Documentary identification of the director or directors who will sign the power.
- Original deed of the company granting the power of attorney and deed recording the appointment of the director.
Once you have these documents, JLA Notarios can help you process your beneficial owner identification record.
Summary deed
A summary deed (the so called “escritura cero”) is a notarial document that is used in complex transactions.
It includes at least one agreement whereby a series of transactions that are to be signed are considered as a single operation in unity of act, so that these transactions will only exist legally when they have all been signed.
