What is it about?
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 takes effect from the moment the deed is signed.
Lastly, 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 legal personality independent from its partners, allowing it to operate legally.
It is recommended to issue the beneficial owner act along with the incorporation, as this document will be necessary for the company to carry out any tax-related actions.
Appointments and Dismissals of Administrators
The deed of appointment of an administrator is the document used to designate new members of the governing body.
On the other hand, the deed of dismissal of an administrator is used to modify the composition of the governing body, either by replacing former administrators or canceling prior appointments.
Change of Corporate Domicile
This refers to modifying the company’s statutes to move its headquarters either within the country or abroad.
Sale and Purchase of Shares and Social Participations
This is the agreement by which a partner sells all or part of their share in a company in exchange for compensation, formalized in a deed.
Modification of Articles of Incorporation
This process involves updating the company’s statutes through shareholder agreements recorded in a public deed.
Increase and Decrease of Capital
Documents that record shareholder agreements to increase or decrease the social capital of a company.
The deed must specify the amount by which the capital is increased or decreased, the method used, the entrance or exit of new partners, and any limitations on certain rights.
Mergers
A merger is the process in which the assets, rights, obligations, and contractual relationships of two or more companies are combined by mutual agreement among shareholders.
Thus, assets, liabilities, and contractual relationships are consolidated into a single entity.
Spin-offs
This process involves transferring part of a company’s assets and liabilities to other entities while the original company retains only the portion that was not spun off.
Change of Corporate Type
This refers to the modification of the type of company (e.g., Limited Liability Company (S.L.), Public Limited Company (S.A.), Partnership, etc.) through a shareholder agreement formalized in a public deed.
The company remains the same but is subject to the rules of the new type chosen.
Dissolution and Liquidation of Companies
This procedure marks the end of the company’s legal existence, involving the payment of debts and the distribution of the remaining assets among shareholders, and must be formalized in a public deed.
Necessary Documentation
Incorporation of Companies
ID (DNI), NIE, passport, or residency card of all partners. They must be present or represented by proxy on the signing day.
Negative certification of the company name from the Commercial Registry.
Articles of Incorporation.
Bank certification proving the deposit of the social capital in an account opened in the name of the company being formed. Alternatively, non-cash contributions or the assumption of unlimited responsibility by the founding partners may apply.
Data of the person to be appointed as the company’s administrator.
Cadastral reference of the property where the company’s headquarters will be located.
Appointments and Dismissals of Administrators
ID (DNI), NIE, passport, or residency card of the appointed administrator. They must attend the signing.
Certified copy of the company’s deed of incorporation.
Beneficial Ownership Act of the company.
Certificate of the shareholders’ agreement.
If the administrative body’s structure changes, and the new structure is not reflected in the company’s statutes, a modified version of the statutes is required.
Change of Corporate Domicile
ID (DNI), NIE, passport, or residency card of the appointed administrator. They must attend the signing.
Certified copy of the company’s deed of incorporation.
Beneficial Ownership Act of the company.
Shareholder agreement if the statutes do not grant the administrator the power to change the corporate domicile.
Cadastral reference of the new location for the company’s headquarters.
Sale and Purchase of Shares and Social Participations
ID (DNI), NIE, passport, or residency card of both the selling and buying parties.
Certified copy of the company’s deed of incorporation and any documents proving ownership of the shares or participations being sold.
Beneficial Ownership Act of the company.
If the statutes or law impose limitations on the transfer of shares or participations, shareholder approval will be required.
Proof of the payment method.
Modification of Articles of Incorporation
ID (DNI), NIE, passport, or residency card of the administrators.
Certified copy of the company’s deed of incorporation.
Beneficial Ownership Act of the company.
Shareholder agreement certified by the administrator, indicating the adopted decision and the new wording of the statute article.
Increase and Decrease of Capital, Mergers, Spin-offs, Changes of Corporate Type, and Dissolution and Liquidation of Companies
Marriage regime (if applicable).
If a company is involved, the powers of attorney or current appointments of the administrators.
Commercial Registry Central Name Certification, issued no more than two months before incorporation, showing one of the partners as the applicant.
Bank certification of the capital deposit in the account of the company being incorporated, showing the amount, partner details, and capital contribution.
Provisional CIF (if available), or it can be requested directly from the notary.
The articles of incorporation that the company will adopt. If not available, templates are provided.
Details of those occupying administrative positions in the company.
For the SLNE (New Enterprise Limited Company), please contact the notary in advance.
This service covers the creation, restructuring, and termination of companies, as well as all necessary documentation for the corporate changes.