Managing a Spanish SL: directors, bylaws, capital and company books

Most decisions that change the structure of an existing SL do not take full effect until they are registered at the Registro Mercantil. The route is almost always the same: the general meeting of shareholders passes the resolution, it is recorded in the minutes, in many cases it is raised to a public deed before a notario (a Spanish public notary) and, finally, it is registered at the Registro Mercantil, which publishes the act in the BORME (the official gazette of the Companies Register).

Not every act requires a public deed. The minutes of the meeting and the legalisation of the books are filed online, and the beneficial ownership declaration is submitted together with the filing of the annual accounts. Appointing and removing directors requires notarial involvement and registration at the Register, but not a public deed: a certificate of the resolution with the signatures authenticated by a notario is enough. Amending the bylaws and increasing capital do, as a general rule, require a public deed and registration at the Registro Mercantil.

Managora prepares all the documentation (notice of meeting, minutes, certificates and deeds), arranges the signing before the notario when it is needed and files the procedure at the Registro Mercantil for you. You only supply the details and sign. Each procedure page shows the current price before you buy.

Appointing, removing and reappointing directors is a matter for the general meeting of shareholders (article 214 of the Ley de Sociedades de Capital, the Spanish Companies Act). The person appointed must accept the office: the registrar will not register the appointment until that acceptance is on record.

The resolution is recorded in the minutes of the meeting. To register it, the Reglamento del Registro Mercantil (the Companies Register Regulations) accepts a certificate of the resolution with the signature authenticated by a notario, notarial minutes of the meeting, or a public deed. Once the office has been accepted, the appointment must be filed for registration at the Registro Mercantil within 10 days of acceptance (article 215 of the Ley de Sociedades de Capital). Registration is what makes the office enforceable against third parties.

Managora drafts the minutes and the certificate, arranges the signing before the notario and files the registration for you, so you never have to go looking for anyone yourself. You can see the current price on the procedure page for appointing a director.

Amending the bylaws is governed by articles 285 to 290 of the Ley de Sociedades de Capital and is, as a general rule, the exclusive competence of the general meeting. There is one exception: moving the registered office within Spanish territory can be resolved by the management body, unless the bylaws say otherwise.

In an SL, amending the bylaws requires a reinforced majority set by law: votes in favour representing more than half of the votes attached to the shares (participaciones) into which the share capital is divided (article 199 of the Ley de Sociedades de Capital). Some specific resolutions require even higher majorities or particular clauses in the bylaws.

Once the resolution is passed, it is raised to a public deed, registered at the Registro Mercantil and published in the BORME. Managora reviews the wording, prepares the minutes and the deed and handles the registration for you. You can check the current price on the procedure page for amending the bylaws.

Capital increases are governed by articles 295 and following of the Ley de Sociedades de Capital. They can be carried out by creating new shares or by raising the nominal value of the existing ones, and they can be funded by new cash contributions, non-cash contributions (a property, machinery, stock), the set-off of debts owed by the company, or reserves and profits already booked.

Because it is an amendment to the bylaws, it requires a resolution of the general meeting with the reinforced majority. As a general rule, shareholders have a pre-emptive right to take up the new shares in proportion to those they already hold. Where the increase is made with non-cash contributions, an SL does not need a report from an independent expert (unlike a sociedad anónima, the Spanish public limited company): a report from the directors is enough, and the shareholders are jointly and severally liable for the existence and the valuation of the contributions.

The resolution to increase capital and its execution are raised to a public deed and registered at the Registro Mercantil: the increase becomes fully valid in law on registration. Managora works out the right route, prepares the deed and registers it for you. The current price is shown on the procedure page for capital increases.

Every general meeting records its resolutions in minutes (article 202 of the Ley de Sociedades de Capital), which are entered in the company's minute book. The minutes are the documentary basis for many of the procedures above and for the annual legalisation of the books itself.

Every registered company must legalise its official books online through the Legalia application and the electronic office of the Colegio de Registradores (the Spanish association of registrars). The books to be legalised are the minute book, the register of shareholders and the accounting books (the journal and the book of inventories and annual accounts). The deadline is 4 months from the end of the financial year: for companies whose financial year ends on 31 December, the cut-off is 30 April.

Books filed after that are still accepted, but the Register records them as filed out of time, with possible consequences for evidence and for penalties. Managora prepares and legalises your books within the deadline. You can see the current price on the procedure pages for the minutes of the general meeting and for legalising the official books.

Real Decreto 609/2023 created the Registro Central de Titularidades Reales (the Spanish central register of beneficial ownership) and reinforced the duty to identify the company's beneficial owner. The beneficial owner is the individual who owns or controls, directly or indirectly, more than 25% of the capital or of the voting rights; where nobody reaches that threshold, the directors are treated as the beneficial owners.

The beneficial ownership declaration is filed together with the annual accounts at the Registro Mercantil, and it must be completed every time, even if the details are the same as the year before. If the beneficial owner changes outside that filing, the company must submit a new declaration within 10 days of becoming aware of the change.

Failing to comply closes the company's page at the Register (article 378 of the Reglamento del Registro Mercantil): the Register stops recording new acts until the failure is put right. Managora prepares and files the declaration for you. The current price is shown on the procedure page for beneficial ownership.