Amendments to the Spanish Commercial Registry Regulations

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The operation of businesses in Spain is significantly reliant on the Regulations of the Commercial Registry, which bear the responsibility of registering and propagating all acts and documents related to them. In June 2023, a substantial revision was made to Spain’s Regulations of the Commercial Registry to enhance efficiency and transparency within the business landscape. These changes will be enforceable starting from May 9, 2024.

In this article, we delve into the analysis of two key amendments to the Business Register Regulations and their potential impact on companies:

Integration into the European Interconnection System

Spain has taken a significant step by joining the European interconnection system via the European central platform. This connection will link the Spanish Commercial Registry with the Commercial Registres of fellow EU Member States. This platform will facilitate the exchange of the registry data of European companies and branches. This information includes crucial data such as company name and legal structure, registered office details, bylaws, appointments and terminations of legal representatives, dissolution records, and more. The fees for accessing this information will be low or even free of charge.

Also, capital companies and foreign branches operating within other EU Member States will receive a unique European Identifier (EUID). This identifier will serve as a means of unequivocal identification in communications between European registers via the interconnection system of business registers.

Furthermore, through the interconnection platform, the Spanish Commercial Register will relay essential updates to the Commercial Registers of other EU Member States regarding parent companies registered in Spain with branches in those countries. These notifications will encompass significant changes such as alterations to the company’s name, registered address, registration number, legal structure, appointments, resignations, and the identities of individuals involved in the management, supervision, or control of the firm, including those with powers of representation. Notifications will also include the filing of company accounting documents, as well as information about the start and end of liquidation or insolvency proceedings.

The amendments to the Regulations of the Commercial Registry in Spain aim to streamline procedures and improve transparency in business activities by facilitating the identification and access to information of capital companies and foreign branches. These changes will create a modern regulatory framework for company law, streamlining the process of starting a business in Spain.

Electronic Establishment and Closure of Foreign European Company Branches in Spain

Foreign European companies now have the option to establish and close branches in Spain through a fully electronic process. The Commercial Registry must complete the registration of these branches within a maximum timeframe of ten working days.

The revisions to the Regulations of the Commercial Registry in Spain aim to streamline procedures and enhance transparency in business operations. This will be achieved by simplifying the identification and accessibility of information related to capital companies and foreign branches. These transformative changes will also establish a contemporary regulatory framework for company law, ultimately facilitating the start of new businesses in Spain.

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