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. In the case of a limited liability company, this protection takes effect from the signing of the deed.
Lastly, it should be noted that these services can also be carried out via videoconference.
Types of Corporate Legal Services
Incorporation of Companies
This process involves the legal establishment of a business entity, granting it independent legal personality from its partners and allowing it to operate legally.
It is advisable to grant, together with the incorporation, the beneficial owner certificate, as this document is necessary for the company to carry out any acts with tax implications.
Appointment and Dismissal of Administrators
The deed of appointment of an administrator is the document where new members of the management body are designated.
The deed of dismissal of an administrator is the document that modifies the composition of the management body, either by replacing former administrators or nullifying previous appointments.
Change of Registered Office
This involves amending the company’s bylaws to move its registered office within the country or abroad.
Sale of Shares and Company Interests
This is the agreement by which a partner sells all or part of their stake in a company in exchange for compensation, formalized in a deed.
Amendment of Company Bylaws
Process to update a company’s bylaws through resolutions recorded in a public deed.
Capital Increases and Reductions
Documents recording shareholder agreements to increase or decrease a company’s share capital.
The deed must state the amount of the capital increase or reduction, the method used, entry or exit of new partners, and any limitations on certain rights.
Mergers
Involves combining the assets, rights, obligations, and contractual relationships of two or more companies through shareholder agreement, consolidating them into a single entity.
Spin-offs
A process whereby part of a company’s assets and liabilities is transferred to one or more entities, with the original company retaining only the non-transferred portion.
Change of Company Type
Consists of changing the type of company (Limited Liability Company, Public Limited Company, General Partnership, etc.) through a shareholder agreement formalized in a public deed.
The company continues to exist but becomes subject to the rules of the new type chosen.
Dissolution and Liquidation of Companies
This procedure concludes the lifecycle of a company, implying its legal extinction.
It requires prior payment of debts and distribution of remaining assets among shareholders, formalized in a public deed.
Required Documentation
Incorporation of Companies
DNI, NIE, passport, or residence card of all partners, present in person or represented by power of attorney at signing.
Negative name certificate from the Commercial Registry.
Company bylaws.
Bank certificate showing deposit of the share capital in an account opened in the company’s name, or non-monetary contributions / unlimited liability assumption by founding partners.
Details of the person to be appointed as administrator.
Cadastral reference of the property where the registered office will be located.
Appointment and Dismissal of Administrators
DNI, NIE, passport, or residence card of the appointed administrator, present at signing.
Authentic copy of the company’s deed of incorporation.
Beneficial owner certificate of the company.
Shareholder resolution certificate.
If the management body changes and the bylaws do not specify the new form, the amended text is required.
For administrator dismissals, their presence at signing or notification is required.
Change of Registered Office
DNI, NIE, passport, or residence card of the administrator, present at signing.
Authentic copy of the company’s deed of incorporation.
Beneficial owner certificate.
Shareholder resolution if the bylaws require approval for the move.
Cadastral reference of the new office location.
Sale of Shares and Company Interests
DNI, NIE, passport, or residence card of both buyer and seller.
Authentic copy of the company’s incorporation deed and any other deeds proving ownership of shares or interests.
Beneficial owner certificate.
Shareholder resolution if required by law or bylaws.
Proof of payment.
Amendment of Company Bylaws
DNI, NIE, passport, or residence card of administrators.
Authentic copy of the company’s deed of incorporation.
Beneficial owner certificate.
Shareholder resolution certificate detailing the adopted resolution and amended bylaw article.
Additional documents depending on the specific amendment.
Capital Increases and Reductions, Mergers, Spin-offs, Change of Company Type, and Dissolution and Liquidation
Marital property regime of shareholders.
Powers of attorney or appointment of current administrators, if applicable.
Name certificate from the Central Commercial Registry, issued within two months prior to incorporation.
Bank certificate confirming deposit of share capital in the company account.
Provisional company tax ID (CIF) or request it directly from the notary.
Bylaws to be adopted; sample models are available if not provided.
Names of persons assuming administrative roles.
For SLNE incorporation, prior contact with the notary is required.