Amendment of company bylaws (SL / SA)

Amendment of company bylaws (SL / SA) is filed with Notario / Registro Mercantil provincial. With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: €460 to €750. Official tasa (government fee): Notary 250-450 € + Registro Mercantil (Commercial Registry) 60-150 € (suplido, disbursement).

We handle the amendment of your company's bylaws together with the commercial lawyer and notary. We automatically detect the majority required (simple, reinforced 2/3 LSC art. 199, or unanimity), whether it needs a new certificación negativa (name availability certificate) from the RMC (name change), whether it triggers the shareholders' right of separation (art. 346 LSC) or the creditors' right of objection (art. 334 LSC), and whether the administrative body can resolve it without a general meeting (change of registered office within Spain, Ley 9/2015).

Start this procedure →See all procedures

Estimated total cost: €460 to €750
Managora's fee: €181.50 (21% VAT incl.)
Tasa (official government fee): Notary 250-450 € + Registro Mercantil (Commercial Registry) 60-150 € (suplido, disbursement). (suplido: paid to the authority on your behalf, no VAT)
Processing time: General meeting (notice 1 month in advance), notarial deed (1-2 weeks), Registro Mercantil (Commercial Registry) filing (15-30 days). Some changes require prior announcements.
Where it is filed: Notario / Registro Mercantil provincial ↗
What you receive: Application

Cost breakdown: Our fee 150 € plus suplidos (disbursements): notary 250 to 450 € for the deed and filing at the Registro Mercantil (Commercial Registry) of 60 to 150 €..

Amendment of company bylaws (SL / SA): how is it filed?

1Answer the chat questions (~10-15 minutes).
2We detect the required majority (simple, reinforced or unanimity), validate the rights of separation and objection, and check whether you need a new certificación negativa (name availability certificate) or whether the administrator can resolve without a general meeting.
3Payment of 150 €.
4Sign the mandato (power of attorney) from your mobile.
5We coordinate with the commercial lawyer and the notary: drafting of the minutes, deed, filing at the Registro Mercantil (Commercial Registry). We notify the AEAT (Spanish Tax Agency) and others (name or registered office changes).
6You receive the authorised copy of the deed and the updated nota simple (registry extract) from the Registro Mercantil.

Which documents do you need?

•Current company bylaws.
•Recent full certificate from the Registro Mercantil (Commercial Registry) (charges, amendments, current capital).
•Minutes of the general meeting that approved the amendment (signed).
•If name change: a new certificación negativa (name availability certificate) from the RMC.
•If non-cash capital increase: independent expert report (art. 67 LSC) for an SA, valuation for an SL.
•If capital reduction: balance sheet verified by an auditor (art. 318 LSC) if there is a return of contributions.
•DNI/NIE of the signing administrator.

Legal basis and things to bear in mind

Majorities (art. 199 LSC): simple (majority of validly cast votes in favour), reinforced (2/3 of the attending capital with attendance >=50 % on first call), unanimity (affects individual rights).
Reinforced changes: capital increase/reduction, change of corporate purpose, name, registered office outside the municipality, transformation, merger, spin-off, removal of the pre-emptive right.
Unanimous changes: transfer of registered office abroad, transformation with change of liability, ancillary obligations.
Change of registered office within Spain (Ley 9/2015): the administrative body may resolve it without a general meeting, unless the bylaws expressly prohibit it.
Name change: requires a new certificación negativa (name availability certificate) from the RMC (use certificacion_denominacion_rmc beforehand).
Substantial change of corporate purpose (art. 346 LSC): triggers the right of separation of dissenting shareholders within a deadline of 1 month from publication.
Capital reduction with return of contributions to shareholders (art. 334 LSC): creditors' right of objection during 1 month from publication in the BORME and 2 newspapers.
Capital increase: shareholders' pre-emptive subscription right (art. 304 LSC), unless removed by a reinforced majority.
After the filing: mandatory notification to the AEAT (Modelo 036/037, the tax registration form), Seguridad Social, bank, clients and suppliers if the name or registered office changes.
Estimated cost: notary 250-450 € + fee proportional to the capital (suplido, disbursement) + Registro Mercantil 60-150 € (suplido, disbursement). Our fee of 150 € covers the full service with a commercial lawyer.

Amendment of company bylaws (SL / SA): frequently asked questions

Amendment of company bylaws (SL / SA): how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is €460 to €750: Our fee 150 € plus suplidos (disbursements): notary 250 to 450 € for the deed and filing at the Registro Mercantil (Commercial Registry) of 60 to 150 €.. Managora's fee is €181.50, 21% VAT included (€150.00 net + €31.50 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: Notary 250-450 € + Registro Mercantil (Commercial Registry) 60-150 € (suplido, disbursement)..

Amendment of company bylaws (SL / SA): how long does it take?

General meeting (notice 1 month in advance), notarial deed (1-2 weeks), Registro Mercantil (Commercial Registry) filing (15-30 days). Some changes require prior announcements.

Amendment of company bylaws (SL / SA): which documents do I need?

You need to have to hand: Current company bylaws., Recent full certificate from the Registro Mercantil (Commercial Registry) (charges, amendments, current capital)., Minutes of the general meeting that approved the amendment (signed)., If name change: a new certificación negativa (name availability certificate) from the RMC., If non-cash capital increase: independent expert report (art. 67 LSC) for an SA, valuation for an SL., If capital reduction: balance sheet verified by an auditor (art. 318 LSC) if there is a return of contributions., DNI/NIE of the signing administrator.. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Notario / Registro Mercantil provincial. You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Notario / Registro Mercantil provincial ↗.

Shall we get started with «Amendment of company bylaws (SL / SA)»?

We file it for you, from start to finish.

Start now →