Model bylaw-types for the fast incorporation of companies in Spain

With the approval of Royal Decree 421/2015, of May 29, which will come into force on 13 September 2015, the Spanish government approved and regulates the model bylaw-types and the standardized deeds of limited liability companies (SRL).

The purpose of this law is to adopt a model of bylaw-types, regulate the Electronic Notarial Agenda and regulate the reserved stock of company names.

The Royal Decree develops the precaution featured in the Art 15 of Law 14/2013  of 27 September 2013, supporting entrepreneurs and their internationalization, which, with the aim of facilitating entrepreneurial activity in Spain, introduces the establishment of limited liability companies (SRL) in telematics form. The royal decree establishes a maximum period of 12 working hours for the authorization of the deed and within six hours for the qualification and registration of the company in the Commercial Register. The bylaw-types are thus an additional step to expedite the incorporation procedure in Spain.

This Royal Decree shall be used for the establishment of a SRL, whether or not from successive formation, that is to say, with a capital greater than or less than 3,000 euros respectively.

The object of the company is determined through the NCEA (National Code of Spanish Activities)of 2009 where, in addition to the main activity of the company, more activities may be noted.

Drafting the contents of the bylaws shall be done in telematics form through the CIRCE platform (Information Center and Business Creation Network), complementing the corporate purpose of the company.

Once the data is completed, the bylaws document will be drafted, incorporated into the deed and an electronic file of the bylaws will be generated. The CIRCE electronic processing system will submit to the file to a notary, along with the Single Electronic Document (DUE), also to be in XML format, which must accompany the deed in standardized format.

Subsequently, the notary will adapt the public deed into standard format by filling in the required fields. Once completed, the notary will send the file to the Commercial Register by electronic document, signed by the notary with a digital signature.

The Royal Decree also regulates other collateral issues, such as the reserved stock of company names and the Electronic Notarial Agenda, through which an appointment can be made for the execution of a deed of incorporation.

This article is not considered as legal advice

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