What Does It Consist Of?

The deed of incorporation of a company is the legal act through which an entity acquires legal personality, allowing it to operate independently from its partners. For limited liability companies, this protection takes effect from the signing of the deed.

Finally, note that these services can be carried out via videoconference.

Types of Corporate Legal Services

  • Company Incorporation
    This process establishes the legal framework for a business entity, granting it a legal personality separate from its partners, enabling it to operate legally.
    It is advisable to issue the ultimate beneficial owner register alongside the incorporation deed, as this document will be required for any tax-related activities of the company.

  • Appointments and Dismissals of Directors

    • Appointment Deed: Names new members to the management body.

    • Dismissal Deed: Modifies the composition of the management body by replacing former directors or nullifying previous appointments.

  • Changes in Registered Office
    Involves amending the company’s statutes to relocate its registered office within the country or abroad.

  • Sale of Shares and Corporate Interests
    This agreement involves a partner selling all or part of their stake in a company in exchange for compensation, formalized in a public deed.

  • Amendment of Corporate Statutes
    The process of updating a company’s statutes through resolutions recorded in a public deed.

  • Capital Increases and Reductions
    Documents that record corporate resolutions to increase or decrease the company's share capital.
    These deeds must include the amount by which the capital is altered, the method of change, the entry or exit of new partners, and any restrictions on certain rights.

  • Mergers
    The consolidation of assets, rights, obligations, and contractual relationships of two or more companies through partner agreements, resulting in a single entity.

  • Spin-Offs
    The process of transferring part of a company’s assets and liabilities to another entity, leaving the original company with only the non-spun-off portion.

  • Change of Corporate Form
    The transformation of the company’s type (e.g., Limited Liability Company, Public Limited Company, Partnership, etc.) through a corporate resolution formalized in a public deed.
    The company retains its identity but is subject to the rules of the new form chosen.

  • Dissolution and Liquidation of Companies
    This process concludes the lifecycle of a company, leading to its legal extinction.
    It involves settling debts, distributing the remaining assets among partners, and formalizing the dissolution in a public deed.

Required Documentation

Company Incorporation

  • National ID (DNI), Foreigner Identification Number (NIE), passport, or residence card of all partners, who must attend the signing in person or through a proxy.

  • Negative name certification from the Mercantile Registry.

  • Corporate statutes.

  • Bank certification of the deposit into an account opened in the name of the company under formation for the capital stock amount. Alternatively, non-monetary contributions or founders' assumption of unlimited liability for the capital amount.

  • Details of the person to be appointed as director.

  • The cadastral reference of the property where the registered office will be established.

Appointments and Dismissals of Directors

  • DNI, NIE, passport, or residence card of the appointed director (must attend the signing).

  • Certified copy of the company's incorporation deed.

  • Register of ultimate beneficial owners of the company.

  • Board resolution certificate.

  • For changes in the management body not provided for in the statutes, the revised statutory text will be needed.

  • If a director is dismissed, they must attend the signing or be notified.

Changes in Registered Office

  • DNI, NIE, passport, or residence card of the director (must attend the signing).

  • Certified copy of the company’s incorporation deed.

  • Register of ultimate beneficial owners of the company.

  • Board resolution, if the statutes do not grant the director authority to change the registered office.

  • The cadastral reference of the new registered office location.

Sale of Shares and Corporate Interests

  • DNI, NIE, passport, or residence card of both buyer and seller.

  • Certified copy of the company’s incorporation deed and any deeds proving ownership of the shares or interests being sold.

  • Register of ultimate beneficial owners of the company.

  • If the statutes or law impose restrictions on transferring shares or interests, a board resolution is required.

  • Proof of payment methods.

Amendment of Corporate Statutes

  • DNI, NIE, passport, or residence card of directors.

  • Certified copy of the company’s incorporation deed.

  • Register of ultimate beneficial owners of the company.

  • Board resolution certificate detailing the resolution adopted and the revised statutory article text.

  • Some amendments may require specific documents depending on the changes.

Capital Increases and Reductions, Mergers, Spin-Offs, Changes of Corporate Form, and Dissolution and Liquidation

  • Marital property regime documentation.

  • If a company is involved, valid powers of attorney or current administrator appointments.

  • Negative name certification from the Central Mercantile Registry, dated no more than two months before the incorporation.

  • Bank certification for capital contributions to the account opened in the company’s name, specifying the amount, contributing partner details, and the contribution’s purpose.

  • Provisional Tax ID (CIF) of the company, if available (if not, it can be requested directly from the notary).

  • Corporate statutes to be adopted (templates available upon request).

  • Details of individuals to occupy management positions in the company.

For the incorporation of a SLNE (Simplified New Company Limited Liability Company), please contact the notary’s office in advance.