Company Formation:
This is the legal transaction by which a company comes into existence, allowing it to act on its own and have a separate existence from its shareholders.
Required documentation:
This will depend on the type of company. For limited liability companies, which are the most common, the general requirements are:
ID card, NIE, passport, or residence permit of all shareholders, and their in-person attendance or representation by power of attorney on the day of signing.
Negative certificate of company name from the Mercantile Registry.
Company bylaws.
Bank certificate confirming the deposit in an account opened in the name of the company in formation for the amount of the share capital. Another option is to make non-monetary contributions or for the founding shareholders to assume unlimited liability for the amount of the share capital.
Information of the person to be appointed as administrator.
It is advisable to issue the real ownership certificate along with the company formation, as this document will be required for the company to carry out any transactions with tax implications.
Appointment and dismissal of administrators:
This is the corporate resolution in which new members of the management body are appointed, or certain administrators are replaced or dismissed.
Required documentation:
ID card, NIE, passport, or residence permit of the appointed administrator. They must attend the signing.
Authentic copy of the company’s articles of incorporation.
Real ownership certificate of the company.
Shareholders’ meeting resolution certificate.
In the case of a change in the management body, if the new structure is not included in the bylaws, the amended text must be provided.
If an administrator is dismissed, they must attend the signing, or if not, they must be notified.
Change of registered office:
This is an amendment to a company’s bylaws, moving the registered office within the national territory or abroad.
Required documentation:
ID card, NIE, passport, or residence permit of the administrator. They must attend the signing.
Authentic copy of the company’s articles of incorporation.
Real ownership certificate of the company.
Shareholders’ meeting resolution, only if the bylaws state that the administrator does not have the authority to change the registered office.
Sale of shares and equity interests:
This is the agreement by which a shareholder sells all or part of their interest in a company to another person, whether or not they are a shareholder, in exchange for a consideration.
Required documentation:
ID card, NIE, passport, or residence permit of both the seller and the buyer.
Authentic copy of the company’s articles of incorporation and any other documents that certify ownership of the shares or interests to be sold.
Real ownership certificate of the company.
If the bylaws or law impose any restrictions on the transfer of shares or interests, a shareholders’ meeting resolution must be provided.
Proof of payment methods.
Amendment of bylaws:
This is the deed that formalizes all corporate resolutions that amend any articles contained in the company’s bylaws.
Required documentation:
ID card, NIE, passport, or residence permit of the administrators.
Authentic copy of the company’s articles of incorporation.
Real ownership certificate of the company.
Shareholders’ meeting resolution certificate issued and signed by the administrator, containing the resolution and the new wording of the amended bylaw article.
Certain bylaw amendments require specific documents, depending on the type of amendment.
Capital increases and reductions:
This is the deed that records the corporate resolution to increase or decrease the capital at the shareholders' will. The deed must include the amount by which the capital is increased or reduced, the method of doing so, the entry or exit of new shareholders, and any limitations on certain rights.
Consult required documentation.
Mergers:
This involves the consolidation of assets, rights, obligations, and contractual relationships of two or more companies, through a prior agreement of the shareholders of the merging entities. This results in the integration of two or more companies into one.
Consult required documentation.
Spin-offs:
This is a corporate resolution in which part of a company’s assets and liabilities are separated and transferred in bulk to another or other companies in exchange for consideration. The company undergoing the spin-off will continue to exist but without the separated part.
Consult required documentation.
Change of company type:
This involves formalizing a corporate resolution in which the type of company (LLC, PLC, partnership, etc.) is changed to a new one. The company remains in existence but is subject to the regulations of the newly chosen type.
Consult required documentation.
Dissolution and liquidation of companies:
Just like individuals, companies also have a life cycle. Through dissolution, a company is legally extinguished by the shareholders' resolution. This requires prior payment of debts and the distribution of remaining assets among shareholders, as well as formalization in a public deed. There are very simple cases but also more complex ones.
Consult required documentation.