New obligation to register company service providers at the Commercial Registry
The Sole Additional Provision (SAP) of the Law 10/2010 establishes a new obligation of company service providers to register on the Commercial Registry.
Who is required to register?
Natural or legal persons of a business or professional nature who provide all or some of the services described in art. 2.1.o) of Law 10/2010, i.e., are obliged to register in the Commercial Register:
- Incorporation of companies or other legal vehicles
- Exercise of management functions, secretaries non-board members functions of the board of directors or external consultants, or provision of third parties for the practice of said functions
- Exercise of a partner of an association’s functions or similar responsibilities with other legal entities, or provision of third parties for the practice of said functions
- Provision of a registered office or a business, postal or administrative address and other related services to a company, association or any other legal instrument or person
- Exercise of fiduciary functions in a trust, or any similar legal instrument, or provision of third parties for the practice of said functions
- Exercise of shareholder functions on behalf of third parties, except for those companies:
- Listed on a regulated market in the European Union and subject to information requirements by EU law or equivalent international standards that ensure adequate transparency of property information
- Who provide third parties for the practice of said functions.
How is the registration of service providers carried out?
Business individuals and legal entities, unless there is a specifically applicable rule, shall be registered according to the established rules in the Regulation of the Commercial Registry. In the case of legal entities, any change of administrators -unless there is its regulatory framework-, will also be subject to registration on the Commercial Registry.
Professional natural persons shall be registered exclusively online through a pre-established form approved by the Minister of Justice.
Sanctions for failure to register
Failure to register service providers in the Commercial Register will be considered as a minor infringement (arts. 53 and 58) and will result in private reprimands or fines of up to 60,000 euros.
How the new obligation affects commercial lawyers
The new obligation to register service providers also affects commercial lawyers, and this despite the criticism of the General Council of Spanish Lawyers, which understands that “the requirement of compulsory licensing is sufficient to ensure that the professional practice is carried out properly.
This article is not considered as legal advice