What does it consist of?
The deed of incorporation of a company is the legal act by which an entity acquires legal personality, allowing it to operate independently from its shareholders. In the case of a limited liability company, this protection becomes effective from the signing of the incorporation deed.
Finally, it should be noted that these services can also be carried out via videoconference.
Types of Corporate Legal Services
Company Incorporation
This process involves the legal establishment of a business entity, granting it independent legal personality from its shareholders and enabling it to operate legally.
It is recommended to also execute the beneficial owner declaration at the time of incorporation, as this document will be necessary for the company to carry out any acts with tax relevance.
Appointment and Resignation of Directors
The director appointment deed designates new members for the management body.
The director resignation deed modifies the composition of the management body, either by replacing former directors or canceling previous appointments.
Change of Registered Office
Involves amending the company bylaws to move the company’s registered office within the country or abroad.
Sale of Shares and Company Interests
An agreement whereby a shareholder sells all or part of their shares in a company in exchange for compensation, formalized in a deed.
Amendment of Company Bylaws
Process for updating a company’s bylaws through shareholder resolutions recorded in a notarial deed.
Increase and Reduction of Share Capital
Deeds recording shareholder resolutions to increase or decrease the company’s share capital.
The deed must specify the amount by which the capital is increased or reduced, the method of execution, the entry or exit of new shareholders, and any limitations on rights.
Mergers
The combination of assets, rights, obligations, and contractual relationships of two or more companies through shareholder agreement, consolidating all assets, liabilities, and contracts into a single entity.
Spin-offs
A process by which part of a company’s assets and liabilities are transferred to one or more other entities, while the original company retains only the non-transferred portion.
Change of Corporate Type
Modification of the type of company (e.g., Limited Liability Company, Public Limited Company, Partnership, etc.) through a notarial deed.
The company continues to exist, but from the change onward, it is subject to the rules of the new corporate type.
Dissolution and Liquidation of Companies
This procedure concludes the life cycle of a company, leading to its legal extinction.
It requires settling debts and distributing the remaining assets among shareholders, formalized in a notarial deed.
Required Documentation
Company Incorporation
DNI, NIE, passport, or residence card of all shareholders, who must attend in person or by proxy on the signing day.
Negative name certificate from the Mercantile Registry.
Company bylaws.
Bank certificate confirming the deposit of capital into a bank account opened in the name of the company in formation. Alternatively, non-cash contributions or the assumption of unlimited liability by founding shareholders for the capital may be made.
Details of the person to be appointed as administrator.
Cadastral reference of the property where the registered office will be located.
Appointment and Resignation of Directors
DNI, NIE, passport, or residence card of the appointed director, who must attend signing.
Authentic copy of the company incorporation deed.
Beneficial owner declaration of the company.
Shareholder resolution certificate.
If the change is not reflected in the bylaws, a copy of the amendment is required.
For resigning directors, their attendance at the signing is required, or they must be notified.
Change of Registered Office
DNI, NIE, passport, or residence card of the administrator. Must attend signing.
Authentic copy of the company incorporation deed.
Beneficial owner declaration of the company.
Shareholder resolution, only if bylaws do not grant the administrator authority to change the registered office.
Cadastral reference of the new office location.
Sale of Shares and Company Interests
DNI, NIE, passport, or residence card of the seller and buyer.
Authentic copy of the incorporation deed and any other deeds proving ownership of the shares/interests.
Beneficial owner declaration of the company.
If bylaws or law limit the transfer, the shareholder resolution is required.
Proof of payment.
Amendment of Bylaws
DNI, NIE, passport, or residence card of the administrators.
Authentic copy of the incorporation deed.
Beneficial owner declaration of the company.
Shareholder resolution certificate indicating the adopted amendment and the new article text.
Certain amendments may require specific documents depending on the modification.
Increase/Reduction of Capital, Mergers, Spin-offs, Change of Corporate Type, and Dissolution/Liquidation
Marital property regime of shareholders.
If a company is involved, powers of attorney or valid administrator appointments.
Central Mercantile Registry certificate of name, issued within two months prior to incorporation, with a shareholder listed as applicant.
Bank certificate confirming capital deposit in the account opened in the company’s name, including amount, contributing shareholder, and purpose.
Provisional company tax ID (CIF), if available; if not, it can be requested via the notary.
Bylaws to be adopted; if unavailable, templates are provided.
Persons appointed to company management positions.