Company powers of attorney: notarial and electronic (Apodera/REA)

A company power of attorney is the act by which the company (grantor) authorises another person (proxy) to act in its name and on its behalf. The Codigo de Comercio (Commercial Code) (article 281) allows the merchant to appoint general or singular proxies or agents to conduct business in their name or assist them in it.

Depending on its scope, the power can be general (broad faculties over the company's activity) or special or limited (only certain acts, for example operating in a bank or filing taxes).

Furthermore, it is necessary to distinguish 2 levels that are often confused: the commercial power, which is a private law power to act before third parties (banks, clients, suppliers), and the administrative proxy, which only enables you to act before the Administration at its electronic headquarters. Managora prepares the one you need in each case.

The commercial notarial power is granted in a public deed before a notario, can be registered in the Commercial Registry and is used to act before private third parties: signing contracts, operating bank accounts, buying or selling, representing the company. Its strength against third parties acting in good faith is reinforced by registration and publication in the BORME.

The electronic proxy (Apodera of the AEAT or the REA) is an administrative proxy: it is only valid for processing before the Administration at the electronic headquarters (filing declarations, receiving notifications, starting procedures). It is granted apud acta, without the need for a notario, and is free of charge.

Practical consequence: if you are going to delegate to a gestoria (administrative agency) like Managora both the signing with third parties and the procedures before Hacienda (the Spanish tax agency), you may need both. 1 does not replace the other. You can compare both in the table and in the comparison section of this guide.

The commercial power is born with the public deed. The administrative body decides who to authorise and with what faculties, Managora drafts the power with the exact scope, and the director signs it before a notario, who verifies the capacity and issues the judgement of sufficiency of the faculties.

The registration of the general power in the Commercial Registry of the registered office is mandatory, although not constitutive: the power is valid and effective from the deed, without the need to be registered. However, until the power is not registered and published in the BORME it is not fully enforceable against third parties acting in good faith (Codigo de Comercio, article 21), so registration is essential to provide security before banks and clients.

You can see the updated amount (notario and Registry official fees) in the nombramiento_apoderado_general procedure file. Managora takes care of the drafting, granting and registration for you.

Apodera is the proxy registry of the Tax Agency to carry out tax procedures online. You can register in 3 ways: with the electronic identification of the grantor (certificate, DNIe or Cl@ve, the Spanish electronic identity system), by appearing in person at an AEAT office, or through a public document (notarial power) or private document with a signature legitimised by a notario, which the proxy presents in the electronic registry of the Agency. Depending on the procedure, the proxy must accept the authorisation at the headquarters (for example for receiving notifications).

The proxy in the AEAT can be general (all tax procedures), for receiving communications and notifications, or specific by procedure or model. You can grant it in favour of 1 or several people.

The REA (Electronic Registry of Proxies) is regulated in article 6 of Ley 39/2015 and covers any public Administration. It distinguishes 3 types of power (general, for a specific Administration or limited to certain procedures), is granted apud acta (electronic appearance at the headquarters or in person at assistance offices) and has a maximum validity of 5 years from registration. Managora registers as your proxy in Apodera and in the REA and processes on your behalf. See the apoder_a_aeat_general and apoderamiento_rea_aeat files.

The notarial commercial power is revoked in the same way it was granted: agreement of the body, public deed of revocation and registration in the Commercial Registry. Until the revocation is registered and published in the BORME, third parties acting in good faith can continue to consider the previous power valid, so it is advisable to register it as soon as possible, notify the proxy and recover the authorised copy.

The electronic proxy is revoked immediately by the grantor themselves at the headquarters: in Apodera (AEAT) from the consultation and revocation of granted proxies, and in the REA from the general access point. Managora processes the revocation for you; you can see the details in the revocacion_poder_mercantil file.

The framework remains the one consolidated in previous years. For legal entities, article 14 of Ley 39/2015 makes it mandatory to interact by electronic means with the Administration, which makes the electronic proxy the practical way to delegate procedures to a gestoria.

As of 17 July 2026, there is no substantive reform of these proxies: the Codigo de Comercio (articles 281 and following), the consolidated text of the Ley de Sociedades de Capital (Capital Companies Act), the Reglamento del Registro Mercantil (Commercial Registry Regulations) (article 94) and article 6 of Ley 39/2015 remain in force, with the 5 year limit of the REA.