What does it involve?

The articles of incorporation of a company are the legal act by which the entity acquires legal personality, allowing it to operate independently of its shareholders. In the case of a company with limited liability, this protection takes effect from the date of signing said articles.

Finally, please note that these services can be provided via videoconference.

Types of Corporate Legal Services

• Company Formation

  This process involves the legal establishment of a business entity, granting it legal personality independent of its shareholders, allowing it to operate legally.

  It is advisable to execute the beneficial ownership declaration along with the company formation, as this document will be necessary for the company to carry out any act with tax implications.

• Appointment and Removal of Directors

  The appointment of directors is the document that designates new members to the board of directors.

  On the other hand, the deed of removal of an administrator is the document used to modify the composition of the administrative body, either by replacing former administrators or by annulling previous appointments.

• Changes of Registered Office

  This involves amending a company's articles of association to relocate its headquarters within the country or abroad.

• Sale of Shares and Equity Interests

  This is the agreement by which a shareholder sells all or part of their stake in a company in exchange for compensation, formalized in a public deed.

• Amendment of Articles of Association

  Process for updating a company's articles of association through corporate resolutions registered in a public deed.

• Capital Increases and Reductions

  Documentation that records the corporate resolutions to increase or decrease a company's share capital.

  The deed must state the amount by which the capital is increased or reduced, the method used, the admission or withdrawal of new shareholders, and any possible limitations on certain rights.

• Mergers

  This involves the combination of assets, rights, obligations, and contractual relationships of two or more companies through an agreement between the shareholders.

  Therefore, the assets, liabilities, and contractual relationships are consolidated into a single entity.

• Spin-offs

  This is the process by which a portion of a company's assets and liabilities is transferred to one or more other entities, with the original company retaining only the portion that is not spun off.

• Changes in Company Types

  This involves changing the type of company (Limited Liability Company, Public Limited Company, General Partnership, etc.) through a shareholder agreement formalized in a public deed.

  The company continues to exist as such, but from the date of the change, it is subject to the regulations of the new type chosen.

• Dissolution and Liquidation of Companies

  This procedure concludes the life cycle of a company, implying its legal extinction.

  This requires the prior payment of debts and the distribution of the remaining assets among the shareholders, as well as formalization in a public deed.

Required DocumentationConstitución de Sociedades

• Company Formation

  • National Identity Document (DNI), Foreigner's Identity Number (NIE), passport, or residence permit of all partners, who must be present in person or represented by power of attorney on the day of signing.

  • Certificate of non-existence of a company name from the Mercantile Registry.

  • Articles of Association.

  • Bank certificate proving payment of the share capital into an account opened in the name of the company being formed. Alternatively, contributions may be made in kind or the founding partners may assume unlimited liability for the amount of the share capital.

  • Details of the person to be appointed as director.

  • The cadastral reference of the property where the registered office will be located.

• Appointment and Removal of Directors

  • National Identity Document (DNI), Foreigner's Identity Number (NIE), passport, or residence permit of the appointed director. They must be present at the signing.

  • Certified copy of the company's articles of incorporation.

  • Property title statement.

  • Certificate of shareholders' meeting resolution.

  • In cases of changes to the governing body, if the new structure is not contemplated in the bylaws, the text of the amended bylaws is required.

  • Regarding the resignation of a director, their presence at the signing is required, or they must be notified.

• Changes of Registered Office

  • National Identity Document (DNI), Foreigner's Identity Number (NIE), passport, or residence permit of the director. They must attend the signing.

  • Authentic copy of the company's articles of incorporation.

  • Property title statement of the company.

  • Resolution of the shareholders' meeting, only if the bylaws stipulate that the power to change the registered office does not belong to the director.

  • The cadastral reference of the property where the registered office will be moved.

• Purchase and Sale of Shares and Equity Interests

  • National Identity Document (DNI), Foreigner's Identity Number (NIE), passport, or residence permit.

  • Proof of residence of the seller and buyer.

  • Certified copy of the company's articles of incorporation and any other documents that prove ownership of the shares or equity interests to be sold.

  • Proof of beneficial ownership of the company.

  • If the articles of association or the law establish any limitations on the transfer of shares or equity interests, a shareholders' meeting resolution will be required.

• Proof of payment.

  • Amendment to the Articles of Association

  • National Identity Document (DNI), Foreigner's Identity Number (NIE), passport, or residence permit of the directors.

  • Certified copy of the company's articles of incorporation.

  • Property of beneficial ownership of the company.

  • Certificate of shareholders' meeting resolution issued and signed by the director, stating the resolution adopted and the new wording of the article of association.

• Certain amendments to the articles of association require specific documents, depending on the amendment.

  • Capital Increases and Reductions, Mergers, Spin-offs, Changes in Company Types, and Dissolution and Liquidation of Companies

  • Matrimonial Property Regime.

  • If any company is involved, the powers of attorney or appointment of current directors.

  • Certificate of the company name from the Central Mercantile Registry. Issued no more than two months prior to incorporation. One of the partners must be listed as the applicant.

  • Bank certificate of capital deposit into the account opened in the name of the company being incorporated, showing the amount, the details of the contributing partner, and the purpose of the capital contribution.

  • Provisional Tax Identification Number (CIF) of the company being incorporated. If available. If not, it can be requested directly from the Notary Public.

  • Articles of Association to be adopted by the company. If these are not available, we have templates available.

  • Individuals who will hold the company's management positions.

  • Individuals who will hold the company's management positions.

  • For the incorporation of SLNE, please contact the Notary's office beforehand.