Changes to your company: registered office, corporate purpose and capital reduction

The registered office, corporate purpose and capital figure are stated in the articles of association. Changing them is a statutory modification regulated in the Ley de Sociedades de Capital (the Spanish Capital Companies Act, Real Decreto Legislativo 1/2010, de 2 de julio).

General rule: it is agreed by the general meeting with a reinforced majority, the resolution is raised to a public deed before a notario and it is registered in the Mercantile Registry of the registered office. Without registration, the change does not have full effects against third parties.

Important exception: the transfer of the registered office within Spain can be agreed directly by the administrative body, without a meeting (unless the articles of association prohibit it).

Managora prepares the certification of the meeting resolution, drafts the deed, settles the applicable taxes and carries out the registration for you.

Since the reform of article 285.2 LSC by Real Decreto-ley 15/2017 (in force on 7 October 2017), the administrative body can transfer the registered office to any point in the national territory, unless the articles of association expressly state that it does not have this competence.

The old limitation to the same municipality has disappeared: today the director can move the headquarters from one province to another without convening a general meeting.

The new registered office must coincide with the location of the centre of effective administration and management of the company or with that of its main establishment or operation (article 9 LSC).

The transfer of the registered office abroad is a different scenario: it is processed as a cross-border transformation in accordance with Real Decreto-ley 5/2023, which requires a general meeting resolution with the requirements of a statutory modification and can generate a right of separation for the partner.

The corporate purpose (the activities the company is engaged in) is modified by a general meeting resolution with the majority of article 199.a LSC: the favourable vote of more than half of the votes corresponding to the shares into which the capital is divided.

The substitution or substantial modification of the corporate purpose grants a right of separation to the partners who did not vote in favour, including partners without a vote (article 346.1.a LSC): they can demand that the company acquires their shares for their fair value.

The mere expansion, specification or insignificant deletion of activities does not generate this right. The key, according to the Supreme Court, is whether the change alters the premise that determined the partner entering the company.

The partner has 1 month to exercise the separation in writing, counted from the publication of the resolution in the BORME or from the receipt of the written communication (article 348 LSC).

The LSC admits 3 purposes for reducing capital (article 317): to restore the balance between the capital and the net worth diminished by losses, to provide or increase reserves, and to return the value of their contributions to the partners.

Reduction due to losses in the SL: it cannot be reduced due to losses while the company has any kind of reserves (article 322) and a balance sheet verified by the auditor referring to a date within the 6 months prior to the resolution is required (article 323). There is no outflow of money to the partner.

Reduction with return of contributions: the partners to whom restitution is made are jointly and severally liable, among themselves and with the company, for previous corporate debts, up to the limit of what was received and for 5 years (article 331 LSC). This liability is avoided if an unavailable reserve is provided for the returned amount (article 332).

In the limited liability company there is no legal right of opposition for creditors, unless the articles of association expressly provide for it (article 333). The reduction cannot leave the capital below the legal minimum (€1 in the SL) unless there is a simultaneous increase, the so-called accordion operation (article 343).

Proposal and report: the directors draft the full text of the statutory modification and, when appropriate, the justifying report; in the reduction due to losses, the audited balance sheet is attached.

Call: the general meeting of the SL is convened at least 15 days in advance (article 176 LSC); the announcement must express the points to be modified and the right of the partners to examine the text and, where appropriate, the report (article 287 LSC).

Majority: more than half of the votes corresponding to the shares for ordinary statutory modifications (article 199.a); article 199.b reserves a two-thirds majority for certain scenarios, including transformation. The transfer of the registered office abroad no longer appears as an express scenario in article 199.b: since Real Decreto-ley 5/2023 it is processed as a cross-border transformation, which the meeting approves with the requirements of a statutory modification. The articles of association can reinforce these majorities.

Deed, registration and BORME: the resolution is raised to a public deed, registered in the Mercantile Registry (qualification in around 15 working days) and published ex officio in the Official Gazette of the Mercantile Registry.

Cost: notario fees, registry registration, publication in the BORME and, only in the reduction with return of contributions, the Corporate Operations Tax (1%, borne by the partners, using modelo 600). The transfer of registered office and the change of corporate purpose are not taxed for corporate operations.

The amount of the Managora service (preparation of resolutions, deed and submission) is updated in the file of each procedure: transfer of registered office, modification of corporate purpose and capital reduction. You can see the current amount in the corresponding file.

Timeframes: the deed is practically immediate once the resolution is adopted; the registry qualification and registration is usually resolved in around 15 working days; the publication in the BORME is subsequent and ex officio.

Managora coordinates the signing before a notario, settles the applicable taxes and carries out the registration in the Mercantile Registry for you.