The notary plays a key role in the legal life of businesses, ensuring that all their acts are lawful, secure and effective.
Incorporation of a Company
Setting up a company (S.L., S.A., etc.) by means of a public deed (escritura pública).
- Articles of association and registered name.
- Contribution of share capital.
- Registration with the Companies Registry (Registro Mercantil).
Sale and Purchase of Shares
Transfer of company shares (participaciones) between partners or to third parties.
- Public deed, possibly subject to authorisation under the articles of association.
- Affects the ownership structure of the company.
- May have tax consequences.
General Commercial Power of Attorney
Allows another person to act legally on behalf of the grantor in business matters.
- A notarial deed is mandatory.
- It can be limited in scope or duration.
- Revocable at any time.
Beneficial Ownership Certificate
Identifies the individuals who have effective control of a company.
- Required by anti-money laundering legislation.
- Needed for registry and banking procedures.
- Strengthens transparency.
Removal and Appointment of Directors
Updating the company's management body by means of a corporate resolution.
- Resolution of the General Meeting.
- Express acceptance of the new position.
- Registration with the Companies Registry.
Transfer of Registered Office
Change of the company's seat, with legal and tax effects.
- Within or outside the municipality.
- A deed is required if the articles of association are amended.
- Must be registered with the Registry.
Change of Company Name
The company adopts a new official name.
- Requires a name approved by the Central Companies Registry (RMC).
- Public deed.
- Applies to all its documentation and records.
Share Capital Increase
Increasing the company's capital by various means.
- New contributions or offsetting of debts.
- Public deed and entry in the Registry.
- Improves solvency and allows new partners to join.
Share Capital Reduction
Reducing the capital for reasons such as losses or repayments.
- May affect creditors (right of objection).
- General Meeting resolution and notarial deed.
- Registered with the Companies Registry.
Notarisation of Private Documents
Converting private documents into a public deed (elevación a público).
- Gives them evidential value and full legal authenticity.
- Required for entries in public registries.
- Applies to shareholders' agreements, sales, resolutions, etc.
Amendment of the Articles of Association
Changes to the company's internal rules.
- May cover the corporate purpose, registered office, governing bodies, etc.
- Public deed and resolution passed by a qualified majority.
- Registration is mandatory.
Notarial Minutes of a Meeting
The notary attests to the proceedings of the General Meeting.
- Prevents disputes between partners.
- Guarantees the accuracy of the minutes.
- May be requested by the directors or by minority partners.
Dissolution and/or Liquidation of a Company
Definitive cessation of the company's activity and its legal extinction.
- Dissolution on legal or voluntary grounds.
- Settlement of debts and distribution of assets.
- Public deed and deregistration from the Registry.
Note: All these acts require the involvement of a notary through a public deed and, in most cases, registration. The notary guarantees their lawfulness and provides advice at every step.