What does it consist of?
The deed of incorporation of a company is the legal act by which the entity acquires legal personality, allowing it to operate independently from its partners. In the case of a limited liability company, this protection comes into force from the signing of said deed.
Finally, remember that these services can be carried out via videoconference.
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 partners, allowing it to operate legally. It is advisable to provide a beneficial ownership certificate along with the incorporation of a company, as this document will be necessary for the company to carry out any tax-related actions.
Appointment and Removal of Administrators
The deed of appointment of an administrator is the document in which new members are designated for the governing body. In contrast, the deed of removal of an administrator is used to modify the governing body, either by replacing former administrators or cancelling previous appointments.
Changes of Registered Office
This involves modifying the company’s articles to relocate its headquarters within the country or abroad.
Sale of Shares and Social Participations
This agreement formalizes the sale of all or part of a partner's shareholding in a company in exchange for compensation.
Modification of Articles of Association
This process updates the company’s articles of association through social agreements recorded in a public deed.
Capital Increases and Reductions
Documentation that records social agreements for increasing or decreasing the company’s capital. The deed must specify the amount by which the capital will increase or decrease, the method used, the entry or exit of new partners, and possible limitations on certain rights.
Mergers
A merger consists of the union of assets, rights, obligations, and contractual relationships of two or more companies, agreed upon by the partners. As a result, assets, liabilities, and contractual relationships are consolidated into one entity.
Demergers
A process whereby a part of the company’s assets and liabilities is transferred to another or other entities, while the original company retains only the untransferred part.
Changes of Corporate Types
This involves modifying the type of company (Limited Liability Company, Public Limited Company, Collective Company, etc.) through a social agreement formalized in a public deed. The company continues to exist, but from that point on, it must comply with the rules of the new chosen type.
Dissolution and Liquidation of Companies
This process ends the life cycle of a company, leading to its legal extinction. This requires paying off debts and distributing the resulting assets among the partners, all formalized in a public deed.
Required Documentation
Incorporation of Companies
ID (DNI, NIE, passport, or residence card) of all partners, who must attend in person or be represented by a power of attorney on the signing date.
Negative certification of the company name from the Commercial Registry.
Articles of association.
Bank certification of the deposit in the company account for the required capital. Alternatively, non-monetary contributions or the assumption of unlimited liability by the founding partners may be used.
Data of the person to be appointed as the administrator.
Property tax reference (latest IBI receipt) of the property where the registered office will be located.
Appointment and Removal of Administrators
ID (DNI, NIE, passport, or residence card) of the appointed administrator. They must attend the signing.
Authentic copy of the company incorporation deed.
Beneficial ownership certificate of the company.
Certified agreement from the board of directors.
In cases of changes in the governing body, if the new form is not provided in the articles, the text with the statutory modification is required.
In the case of removing an administrator, their presence at the signing is required, or if they cannot attend, they must be notified.
Change of Registered Office
ID (DNI, NIE, passport, or residence card) of the administrator. They must attend the signing.
Authentic copy of the company incorporation deed.
Beneficial ownership certificate of the company.
If the statutes do not grant the administrator the authority to move the office, an agreement from the board of directors is needed.
Property tax reference (latest IBI receipt) of the property where the registered office will be relocated.
Sale of Shares and Social Participations
ID (DNI, NIE, passport, or residence card) of the seller and buyer.
Authentic copy of the company incorporation deed and other documents confirming the ownership of the shares or participations being sold.
Beneficial ownership certificate of the company.
If the statutes or the law impose limitations on the transfer of shares or participations, a board agreement will be required.
Evidence of the means of payment.
Modification of Articles of Association
ID (DNI, NIE, passport, or residence card) of the administrators.
Authentic copy of the company incorporation deed.
Beneficial ownership certificate of the company.
Certified agreement from the board of directors, showing the adopted resolution and the new wording of the article to be modified.
Some statutory modifications require specific documents, depending on the nature of the change.
Capital Increases and Reductions, Mergers, Demergers, Changes of Corporate Types, and Dissolution and Liquidation of Companies
Marriage economic regime.
If a company is involved, the relevant powers or the appointment of current administrators.
Certification of the company name from the Commercial Registry Central.
Bank certification of the capital deposit into the company’s account, showing the amount, the details of the partner contributing it, and the concept of capital contribution.
Provisional Tax Identification Number (CIF) of the company, if available. If not, it can be requested directly from the notary.
Articles of association the company will adopt.
Names of the individuals who will take administrative positions within the company.
For the incorporation of SLNE (New Enterprise Limited Liability), it is recommended to contact the notary beforehand.