What does it consist of?

The deed of incorporation of a company is the legal act by which a business entity acquires legal personality, enabling it to operate independently of its partners. For limited liability companies, this protection is effective immediately upon signing the deed.

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Types of Corporate Legal Services

Incorporation of Companies

This process involves the legal establishment of a business entity, granting it independent legal status from its shareholders, allowing it to operate legally. It is recommended to provide a beneficial ownership certificate along with the incorporation of a company, as this document will be necessary for the company to perform any significant tax-related actions.

Appointment and Removal of Administrators

The deed for the appointment of an administrator is the document in which new members are designated to the governing body. In contrast, the deed of removal is used to change or annul prior appointments.

Changes of Registered Office

This involves modifying the company's statutes to relocate its headquarters, either within the country or abroad.

Sale of Shares and Social Participations

This agreement formalizes the sale of a partner's entire or partial shareholding in the company in exchange for compensation.

Modification of the Articles of Association

This process updates a company's articles of association through social agreements registered in public deeds.

Capital Increases and Reductions

This documentation records social agreements to increase or decrease the capital of a company. The deed should specify the amount by which capital is to be modified, the method of change, the entry or exit of new partners, and any restrictions on certain rights.

Mergers

A merger consists of the combination of the assets, rights, obligations, and contractual relationships of two or more companies into one entity.

Demergers

A process by which part of a company’s assets and liabilities are transferred to another entity, leaving the original company with only the untransferred portion.

Changes of Corporate Type

This involves changing the type of company (e.g., Limited Liability Company, Public Limited Company, Collective Company, etc.) via a formal social agreement documented in a public deed.

Dissolution and Liquidation of Companies

This process finalizes the life cycle of a company, leading to its legal extinction, which requires settling its debts and distributing any remaining assets among shareholders, all formalized in a public deed.

Required Documentation

Incorporation of Companies
- ID (DNI, NIE, passport, or residence card) of all partners, who must be present or provide a power of attorney on the day of the signing.
- Negative certification of company name from the Commercial Registry.
- Articles of association.
- Bank certification of the deposit in the company’s name for the required capital contribution. Non-monetary contributions or the assumption of unlimited liability by the founding partners are also possible.
- Data for the designated administrator.
- Property tax reference (latest IBI receipt) of the property where the registered office will be located.
Appointment and Removal of Administrators
- ID of the appointed administrator. Must attend the signing.
- Authentic copy of the company incorporation deed.
- Beneficial ownership certificate of the company.
- Certified agreement from the board.
- For changes in the governing body, if not specified in the articles of association, the text reflecting the statutory change is needed.
- If an administrator is being removed, their attendance at the signing is required, or if unavailable, notification is necessary.
Change of Registered Office
- ID of the administrator. Must attend the signing.
- Authentic copy of the company incorporation deed.
- Beneficial ownership certificate of the company.
- If required by the company statutes, the board’s agreement is necessary.
- Property tax reference (latest IBI receipt) of the property where the new registered office will be located.
Sale of Shares and Social Participations
- ID of the seller and buyer.
- Authentic copy of the company’s incorporation deed and any documents confirming the ownership of the shares or participations being sold.
- Beneficial ownership certificate of the company.
- If there are statutory or legal restrictions on the transfer of shares or participations, a board agreement will be required.
- Evidence of payment methods.
Modification of Articles of Association
- ID of the administrators.
- Authentic copy of the company’s incorporation deed.
- Beneficial ownership certificate of the company.
- Certified board agreement signed by the administrator, showing the adopted resolution and the revised articles of association.
- Specific documents may be needed depending on the type of modification.
Capital Increases and Reductions, Mergers, Demergers, Changes of Corporate Type, and Dissolution and Liquidation of Companies
- Marriage economic regime.
- If a company is involved, the relevant powers or appointment of current administrators.
- Certification from the Commercial Registry Central regarding the company’s name.
- Bank certification of capital contributions to the company’s account, showing the amount and details of the contributor.
- Provisional Tax Identification Number (CIF) of the company, if available. If not, it can be requested directly from the notary.
- Articles of association to be adopted by the company.
- Names of the individuals who will occupy the administrative positions in the company.
- For setting up an SLNE (Limited Liability New Enterprise), it is recommended to contact the notary beforehand.

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