The notary is involved at the key moments in a company’s life: its incorporation, changes to its capital or management, shareholders joining and leaving, and its dissolution. A public deed is required to record these acts at the Commercial Registry and make them fully effective against third parties.
What you are signing
When incorporating a limited company (sociedad limitada, SL), the deed sets out:
- The founding shareholders and what each contributes (money, assets or rights), and the shares they receive in return.
- The articles of association: company name, corporate purpose (what the company will do), registered office, capital, rules on share transfers and how the general meeting and management body operate.
- The management body: sole director, several directors (acting jointly or severally) or board of directors, and the person or people appointed.
- Beneficial ownership: the natural persons who ultimately control the company, as required by anti-money-laundering rules.
In later transactions, what is executed as a public deed are the resolutions adopted by the general meeting or the management body, evidenced by a certificate.
Transactions and documents
Identity documents for the parties are listed below, in the common section.
Incorporation of a limited company
A limited company can be incorporated with a minimum capital of €1, although until it reaches €3,000 the law imposes certain safeguards (reserve requirements and shareholder liability on liquidation). Online incorporation is also possible in certain cases.
Documents
- Certificate of name availability from the Central Commercial Registry (name reservation).
- If capital is contributed in cash, a bank certificate of the deposit in the name of the company being formed.
- If assets are contributed, their description and valuation.
- Draft articles of association or, if you prefer, we can propose a model tailored to your business.
- Details of the directors and their acceptance of office.
- Main activity (CNAE code) and registered office.
Capital increase and reduction
Used to raise new funds, bring in new shareholders, capitalise loans or offset losses.
Documents
- Deed of incorporation and current articles of association.
- Certificate of the general meeting resolutions, with authenticated signatures or signed at the notary’s office.
- Bank certificate of cash contributions or report on non-cash contributions, as applicable.
Appointment and removal of directors, powers of attorney and amendments to the articles
Changes to the management body, granting or revoking powers of attorney and amendments to the articles (name, registered office, corporate purpose…).
Documents
- Deed of incorporation and latest registered deeds.
- Certificate of the resolutions adopted.
- Details of the new director or attorney.
Transfer of shares
In a limited company, the sale or gift of shares must be executed in a public document.
Documents
- The seller’s title to the shares.
- Certificate from the shareholders’ register.
- Evidence of compliance with the transfer rules in the articles (pre-emption rights, consents…).
- Evidence of the means of payment of the price.
Dissolution and liquidation
Orderly winding-up of the company, paying its debts and distributing the remaining assets among the shareholders.
Documents
- Certificate of the resolutions on dissolution, liquidation and approval of the final balance sheet.
- Final liquidation balance sheet and the share due to each shareholder.
Other documents requested by the notary’s office
In all corporate transactions, the notary must identify the company’s beneficial owner and check its tax ID and registry status. If the company is foreign, documents proving its existence and the signatory’s authority must be provided, apostilled and translated where necessary.
Frequently asked questions
How long does it take to incorporate a company?
Once the name is reserved and the capital deposited, the deed can be signed within a few days. Registration at the Commercial Registry follows, usually electronically.
Do I need to attend if I am a shareholder but not a director?
Yes, all founding shareholders must attend the incorporation, in person or through a representative with sufficient power of attorney.
Must every general meeting resolution be executed as a deed?
Only those that must be recorded at the Commercial Registry, such as changes of directors, articles or capital.
Identity documents (common to all transactions)
Individuals
- Valid ID card, NIE or passport.
- Marital status and, if married, your matrimonial property regime (and any marital agreement deed).
- Foreign nationals need an NIE (foreigner identification number) for transactions with tax implications.
Companies
- Deed of incorporation and current articles of association, recorded at the Commercial Registry.
- The company’s tax ID (NIF).
- Deed appointing the director, or the representative’s registered power of attorney.
- Details for the beneficial ownership declaration.
If you act on behalf of someone else
- Authorised copy of the notarial power of attorney.
This information is for guidance only. Depending on the circumstances, the notary’s office may request additional documents.