Transformación societaria (conversion of a company into another company type)

Transformación societaria (conversion of a company into another company type) is filed with Notaría + Registro Mercantil + AEAT. 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: from €949. Official tasa (government fee): Notary 600-1.500 € plus Registro Mercantil 250-600 € plus expert 1.500-5.000 € (if converting to an SA) plus BORME 50-150 €. AJD (stamp duty) on corporate transactions is EXEMPT where the LIS neutrality regime applies.

We handle the conversion of your company (RDL 5/2023, the consolidated text of the Structural Modifications Act, which replaced Ley 3/2009 LME). It changes the company type while keeping the same legal personality (art. 3 LME): SL ↔ SA, SA → SL, civil partnership → commercial company, cooperative, limited partnership, AIE (economic interest grouping). We prepare the conversion plan, the directors' report and the balance sheet, arrange the independent expert (compulsory where the new form is an SA, art. 18 LME), the general meeting notice with reinforced majorities (arts. 199 / 201 LSC), publication in the BORME (Official Companies Registry Gazette), the public deed, registration at the Registro Mercantil and notification to the AEAT (Spanish Tax Agency) under the tax neutrality regime (arts. 76-89 LIS).

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Estimated total cost: from €949
Managora's fee: €59.29 (21% VAT incl.)
Tasa (official government fee): Notary 600-1.500 € plus Registro Mercantil 250-600 € plus expert 1.500-5.000 € (if converting to an SA) plus BORME 50-150 €. AJD (stamp duty) on corporate transactions is EXEMPT where the LIS neutrality regime applies. (suplido: paid to the authority on your behalf, no VAT)
Processing time: 3-4 months from the start of planning. The general meeting requires 1 month's notice; creditors have 1 month to object after publication in the BORME; the expert takes 30-45 days.
Where it is filed: Notaría + Registro Mercantil + AEAT ↗
What you receive: Application

Cost breakdown: Our fee 49 € plus notary 600 to 1.500 € plus Registro Mercantil 250 to 600 € plus BORME 50 to 150 €; if you convert into an SA, the expert's report costs 1.500 to 5.000 €. AJD is exempt under the tax neutrality regime..

Transformación societaria (conversion of a company into another company type): how is it filed?

1Answer the questions in the chat (about 10-15 minutes).
2We check the requirements and the consents needed (especially if liability increases).
3We work out whether you need an independent expert appointed by the Registro Mercantil (conversion into an SA).
4We produce the conversion plan, the directors' report and the BORME compliance plan.
5Payment of 49 € for the legal coordination (it does not include the notary's, Registro Mercantil's, expert's or BORME fees).
6Sign the mandate from your mobile.
7We coordinate the notary, the registry, the expert, the AEAT and the notices to employees and the bank.
8We give you a timetable with dates, costs and every step through to registration.

Which documents do you need?

•Certificate from the Registro Mercantil with the company's up-to-date details.
•Current articles of association.
•Annual accounts for the most recent financial years.
•Conversion balance sheet closed within the last 6 months.
•Conversion plan signed by all the directors.
•Directors' report justifying the conversion.
•If converting to an SA: the application to the Registro Mercantil for the appointment of an independent expert.
•Notice of the general meeting given 1 month in advance.
•The shareholders' documents (DNI, certificate of shareholdings).

Legal basis and things to bear in mind

Framework: RDL 5/2023 (the consolidated LME, replacing Ley 3/2009), the LSC, Directive (EU) 2019/2121 and arts. 76-89 LIS.
Key point: the company type changes while the legal personality is PRESERVED (art. 3 LME). The NIF, the contracts and all rights and obligations stay the same.
Permitted conversions (art. 4 LME): SL ↔ SA, civil partnership → commercial company, AIE → SL/SA, cooperative → SL/SA, and so on.
Requirements: the plan, the directors' report, the balance sheet, an expert (if converting to an SA), a general meeting with reinforced majorities, the BORME, the deed and registration at the Registro Mercantil.
Majorities: for an SL, 2/3 (art. 199.b LSC); for an SA, art. 201.2 LSC.
AN INCREASE IN LIABILITY requires the UNANIMOUS CONSENT of the shareholders affected (art. 13 LME).
An independent expert is COMPULSORY when converting into an SA (art. 18 LME).
Right of withdrawal for dissenting shareholders (art. 15 LME): 1 month from publication in the BORME, with the valuation carried out by an expert appointed by the Registro Mercantil (arts. 348-349 LSC).
Employment aspects: there is NO transfer of undertaking (the legal personality is the same), but the employee representatives must be informed.
Tax: the special LIS neutrality regime (arts. 76-89) exempts unrealised capital gains from corporate tax; the AEAT must be notified within 3 months (art. 89 and art. 49 RIS).
AJD on corporate transactions: EXEMPT where the LIS neutrality regime applies (art. 45.I.B.10 TRLITPAJD).
CROSS-BORDER EU CONVERSIONS: chapter I bis of RDL 5/2023 (transposing Directive EU 2019/2121); a reinforced procedure with a prior certificate from the Registro Mercantil.
Natural connections: constitucion_sl, constitucion_sa, fusion_sociedades, escision_sociedades, cambio_domicilio_social, modificacion_estatutos, modelo_036_alta_aeat.

Transformación societaria (conversion of a company into another company type): frequently asked questions

Transformación societaria (conversion of a company into another company type): how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is from €949: Our fee 49 € plus notary 600 to 1.500 € plus Registro Mercantil 250 to 600 € plus BORME 50 to 150 €; if you convert into an SA, the expert's report costs 1.500 to 5.000 €. AJD is exempt under the tax neutrality regime.. Managora's fee is €59.29, 21% VAT included (€49.00 net + €10.29 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: Notary 600-1.500 € plus Registro Mercantil 250-600 € plus expert 1.500-5.000 € (if converting to an SA) plus BORME 50-150 €. AJD (stamp duty) on corporate transactions is EXEMPT where the LIS neutrality regime applies..

Transformación societaria (conversion of a company into another company type): how long does it take?

3-4 months from the start of planning. The general meeting requires 1 month's notice; creditors have 1 month to object after publication in the BORME; the expert takes 30-45 days.

Transformación societaria (conversion of a company into another company type): which documents do I need?

You need to have to hand: Certificate from the Registro Mercantil with the company's up-to-date details., Current articles of association., Annual accounts for the most recent financial years., Conversion balance sheet closed within the last 6 months., Conversion plan signed by all the directors., Directors' report justifying the conversion., If converting to an SA: the application to the Registro Mercantil for the appointment of an independent expert., Notice of the general meeting given 1 month in advance., The shareholders' documents (DNI, certificate of shareholdings).. 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 Notaría + Registro Mercantil + AEAT. 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: Notaría + Registro Mercantil + AEAT ↗.

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