A change of company name is the process by which a company decides to change its legal name. The new name is what will legally identify the company before all registries, public bodies and third parties.
The change must be formalised by means of a public deed (escritura pública) before a notary and then registered at the Companies Registry (Registro Mercantil). It is an amendment to the articles of association, since the company name is included in them.
What is it for?
- To adopt a new corporate identity
- To update the company's commercial image
- To reposition the company in the market
- To correct or adapt the name to reflect current activities
What does the notary do?
- Reviews the minutes of the General Meeting that approved the change
- Checks that the new name is available and reserved at the Central Companies Registry (Registro Mercantil Central)
- Authorises the deed amending the articles of association with the new name
- Identifies the signatories and attests to the legality of the act
- Facilitates registration of the change at the Companies Registry
Essential requirements
- A resolution adopted at a General Meeting (ordinary or extraordinary)
- A certificate of the resolution signed by the management body
- Prior reservation of the new name at the Central Companies Registry (name availability certificate, or certificación negativa)
- The amendment to the articles set out in a public deed
Important considerations
- The new name cannot be the same as that of another company already registered
- It does not involve dissolving the company or creating a new one: the entity remains the same
- The change must be notified to the tax authorities (Hacienda), banks, customers and suppliers
- The new name must be used in all legal and commercial documents
Legal value
Once authorised by a notary and registered at the Companies Registry, the new name has full legal effect vis-à-vis third parties. The company name is an essential element of identification, so changing it requires strict compliance with the legal and notarial requirements.