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Beatriz Milla Martí Notary · Es Mercadal, Menorca

Company Law · Menorca

Transfer of registered office

Updated 17/07/2025

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The transfer of registered office (traslado de domicilio social) is the act whereby a company changes its official seat, that is, the place where its legal and administrative address is located. This change must be formalised by means of a public deed (escritura pública) before a notary and registered at the Companies Registry (Registro Mercantil) in order to take effect vis-à-vis third parties.

The registered office determines which Companies Registry, tax office and other public bodies have territorial jurisdiction, so changing it requires following precise legal procedures and amending the articles of association accordingly.

What is it for?

  • Reflecting the actual place where the company is managed and run
  • Aligning the official address with the main place of business
  • Updating the company's seat for notices, taxes and institutional dealings
  • Complying with registry requirements and the articles of association

What does the notary do?

  1. Reviews the transfer resolution adopted by the competent body (director or general meeting)
  2. Drafts the deed amending the articles of association, if the transfer is to another municipality
  3. Includes the exact new address of the registered office
  4. Attests to the validity of the resolution and the capacity of those executing it
  5. Facilitates its registration at the relevant Companies Registry

Types of transfer

  • Within the same municipalitythe management body can agree on it directly
  • To another municipalityit must be agreed at a general meeting and requires amending the articles of association
  • International transferrequires the unanimous agreement of all shareholders and administrative authorisation if outside the EU

Important considerations

  • The new registered office must be registered at the Companies Registry for it to be enforceable against third parties
  • The articles of association may need to be amended if the transfer involves a change of municipality
  • The new seat must have real substance (offices, activity, staff, etc.)
  • It is the legal address for receiving official notices

The transfer of registered office only has full legal effect once it has been formalised in a notarial public deed and registered. From that moment on, the new registered office is binding on third parties, public authorities and the courts.

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