The latest reform to the Capital Companies Act in Spain, taking effect on 27 May 2015, states that a board may change the registered office of a company anywhere within Spanish territory as long as the company’s bylaws have not given this power to the general shareholder’s meeting.
Until now, a board was only responsible for the change of address with the same municipality.
With this reform, the question among lawyers is whether the new regulation will veto a board’s power to transfer the registered office within the national territory. Most understand that from now on, this power will exclusively belong to the administrative body and relegated to the general shareholder’s meeting.
Therefore, it will be necessary to wait for a published judgement or decision of the Directorate General of Registries and Notaries in order to have a clear view of the consequences related to this reform.
This article is not considered as legal advice