Gestoría guides

Managing an SL: director, articles of association, capital and books

Last updated 22 September 2026 · Reviewed by Jaime Piñeira Pardo, lawyer registered with the ICAM bar, no. 138826 · English version of our Spanish guide.

The short answer

Managing changes to an existing SL (appointing or dismissing directors, amending articles of association, increasing capital, approving board minutes, legalising official books and declaring the beneficial owner) requires a board resolution, often a deed before a notario (Spanish notary) and registration in the Commercial Registry. Book legalisation expires on 30 April. Managora prepares all the documentation and submits it for you.

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What is new, and the law that applies

Real Decreto 609/2023 created the Central Register of Beneficial Ownership: the declaration is submitted with the deposit of annual accounts and failure to do so causes the registry closure of the company's sheet (article 378 of the Commercial Registry Regulations).
The online legalisation of official books continues to be governed by article 18 of Ley 14/2013: 4 months from the end of the financial year, that is, until 30 April for companies with a calendar financial year.
Since 3 February 2025, any census modification of the company is communicated using modelo 036, because Orden HAC/1526/2024 abolished modelo 037 and added a section to modelo 036 to communicate beneficial ownership.

Which changes to your SL go through the Commercial Registry

Most decisions that modify the structure of an existing SL do not take full effect until they are registered in the Commercial Registry. The usual process is almost always the same: the general meeting of shareholders adopts the resolution, it is recorded in the minutes, in many cases it is elevated to a public deed before a notario and, finally, it is registered in the Commercial Registry, which publishes the act in the BORME.

Not all acts require a public deed. The board minutes and the legalisation of books are processed online, and the declaration of the ultimate beneficial owner is submitted together with the deposit of the annual accounts. The appointment and dismissal of directors require notarial intervention and registration, but not a public deed: a certification of the resolution with signatures notarially legitimised is sufficient. The amendment of the articles of association and the capital increase do generally require a public deed and registration in the Commercial Registry.

Managora prepares all the documentation (notice of meeting, minutes, certifications and deeds), coordinates the signature before a notario when necessary and submits the procedure to the Commercial Registry for you. You only provide the details and sign. You can see the updated amount on each procedure page before contracting.

Appointing, dismissing or re-electing directors

The appointment, dismissal and re-election of directors are the responsibility of the general meeting of shareholders (article 214 of the Ley de Sociedades de Capital, the Spanish Capital Companies Act). The appointed person must accept the position: the registrar will not register the appointment until this acceptance is confirmed.

The resolution is documented in the board minutes. To register it, the Commercial Registry Regulations accept the certification of the resolution with a notarially legitimised signature, the notarial minutes of the meeting or the public deed. Once the position is accepted, the appointment must be submitted for registration in the Commercial Registry within 10 days following the acceptance (article 215 of the Ley de Sociedades de Capital). Registration is what makes the position enforceable against third parties.

Managora drafts the minutes and the certification, coordinates the signature before a notario and submits the registration for you, without you having to look for professionals on your own. You can see the updated amount on the director appointment procedure page.

Amending the articles of association

The amendment of the articles of association is regulated in 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 an exception: the transfer of the registered office within the national territory can be agreed by the administrative body, unless the articles of association state otherwise.

In a limited liability company, amending the articles of association requires a reinforced legal majority: the favourable vote of more than half of the votes corresponding to the shares into which the share capital is divided (article 199 of the Ley de Sociedades de Capital). Certain specific resolutions require even higher majorities or specific statutory clauses.

Once the resolution is adopted, it is elevated to a public deed, registered in the Commercial Registry and published in the BORME. Managora reviews the wording, prepares the minutes and the deed and processes the registration for you. You can check the updated amount on the articles of association amendment procedure page.

The board minutes and the legalisation of books (Legalia)

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

Every registered company must legalise its official books online using the Legalia application and the electronic headquarters of the Association of Registrars. The minute book, the register of partners and the accounting books (journal and book of inventories and annual accounts) are legalised. The deadline is 4 months from the end of the financial year: for companies whose financial year ends on 31 December, the deadline is 30 April.

Books submitted later are accepted, but the Registry records them as submitted out of time, with possible evidentiary and penalising consequences. Managora prepares and legalises your books on time. You can see the updated amount on the general meeting minutes and official books legalisation procedure pages.

Declaring the ultimate beneficial owner to the Commercial Registry

Real Decreto 609/2023 created the Central Register of Beneficial Ownership and reinforced the obligation to identify the ultimate beneficial owner of the company. The beneficial owner is considered to be the natural person who owns or controls, directly or indirectly, more than 25% of the capital or voting rights; when no one reaches that threshold, the directors are considered the beneficial owners.

The declaration of the ultimate beneficial owner is submitted together with the deposit of the annual accounts in the Commercial Registry, and must always be completed, even if the details match those of the previous year. If the beneficial owner changes outside the deposit period, the company must submit a new declaration within 10 days of becoming aware of the change.

Failure to comply with this obligation causes the registry closure of the company's sheet (article 378 of the Commercial Registry Regulations): the Registry stops registering new acts until it is corrected. Managora prepares and submits the declaration for you. The updated amount is shown on the beneficial owner procedure page.

Step by step

1
Convene the general meeting of shareholders(With the advance notice set by the articles of association or the law)
The notice of meeting is made in the manner and with the advance notice set by the articles of association or the law, with an agenda listing the points to be agreed upon. If all partners attend and agree to hold it, a universal meeting can be held without prior notice.
2
Adopt the resolution and draw up the minutes(On the day of the meeting)
The board resolutions are recorded in minutes (article 202 of the Ley de Sociedades de Capital), which are incorporated into the minute book. The amendment of the articles of association and the capital increase require the reinforced legal majority of article 199.
3
Elevate the resolution to a public deed when required by law(After the acceptance of the position or the adoption of the resolution)
The amendment of the articles of association and the capital increase are elevated to a public deed. The appointment and dismissal of directors do not need it: the certification of the resolution with notarially legitimised signatures is sufficient.
4
Submit the act for registration in the Commercial Registry(The appointment of a director, within 10 days following the acceptance of the position (article 215 of the Ley de Sociedades de Capital))
Registration is what makes the act enforceable against third parties, and the Registry later publishes it in the BORME.
5
Legalise the official books online(4 months from the end of the financial year: 30 April if the financial year is the calendar year (article 18 of Ley 14/2013, the Spanish Entrepreneurs Act))
The minute book, the register of partners and the accounting books are legalised in electronic format through the headquarters of the Association of Registrars. Submitting them later is accepted, but the Registry records them as out of time.
6
Declare the ultimate beneficial owner(With the deposit of accounts: if the beneficial owner changes, within 10 days of the company becoming aware of it)
The declaration is submitted together with the deposit of the annual accounts and must be completed even if the details have not changed. Failure to do so causes the registry closure of the company's sheet.

What each change to an existing SL requires

Change	General meeting?	Deed before a notario?	Commercial Registry?
Appoint or dismiss a director	Yes	No: certification of the resolution with legitimised signature is sufficient	Yes, within 10 days following acceptance
Amend the articles of association	Yes, with reinforced majority	Yes	Yes
Increase the share capital	Yes, with reinforced majority	Yes	Yes
Approve and deposit the annual accounts	Yes	No	Yes, through the deposit of accounts
Legalise the official books	No	No	Yes, online, until 30 April if the financial year is the calendar year
Declare the ultimate beneficial owner	No	No	Yes, together with the deposit of annual accounts

Official forms and where it is filed

Online legalisation of official books and deposit of annual accounts: electronic headquarters of the Association of Registrars ↗
Modelo 036. Census declaration of modification (headquarters of the AEAT, the Spanish Tax Agency) ↗
Declaration of ultimate beneficial owner: submitted with the deposit of the annual accounts in the Commercial Registry

Frequently asked questions

How long does it take to change the director of my SL?

It depends on the schedule of the notaría (notary's office) and the assessment of the Commercial Registry. The resolution is adopted at a meeting, the new director accepts the position and, once accepted, the appointment must be submitted for registration within the following 10 days. Managora prepares the minutes and the certification, coordinates the signature and submits the procedure to the Registry for you.

Do I need a notario for all these changes?

Not for all of them. The board minutes and the legalisation of books are processed online without a deed, and the beneficial owner is declared with the deposit of accounts. The appointment and dismissal of directors only need notarial intervention to legitimise the signatures on the certification of the resolution, not a public deed. The amendment of the articles of association and the capital increase do generally require a public deed. Managora coordinates the notaría when necessary: you do not have to look for one.

What happens if I do not legalise the books on time?

The books can be submitted later, but the Registry will record them as submitted out of time, with possible evidentiary and penalising consequences. The general deadline is 4 months from the end of the financial year (30 April if your financial year ends on 31 December). Managora legalises your books on time.

Do I have to declare the ultimate beneficial owner every year even if nothing changes?

Yes. The declaration of the ultimate beneficial owner is submitted together with the deposit of annual accounts and must always be completed, even if the details match those of the previous year. If the beneficial owner changes outside that time, the variation must be communicated to the Registry within 10 days of becoming aware of it.

Can I increase capital by contributing premises or machinery instead of money?

Yes. The capital increase allows non-monetary contributions (a property, vehicles, machinery, stock) and also the compensation of credits against the company or the use of reserves and profits. In a limited liability company, non-monetary contributions do not require a report from an independent expert: the directors' report is sufficient, and the partners are jointly and severally liable for their valuation. Managora defines the appropriate route, prepares the deed and registers it for you.

What paperwork do I need to appoint a director?

The full identification details of the new director (name, NIF or NIE, the foreigner identity number, and address), their acceptance of the position and the board resolution appointing them. With that, Managora drafts the minutes and the certification, legitimises the signature before a notario and submits the registration to the Commercial Registry. You can see the updated amount on the procedure page.