Change of registered office
Changes of registered offices of a company can occur for various reasons and involve changes to the articles of association of the commercial company. For the modification to be effective, a deed of change of registered office is also necessary. As Notaries in Barcelona specialised in commercial services and digital procedures, we want to explain what it is and why it may happen, as well as provide you with information about the process to be carried out.
You can sign your change of registered office by attending our notary office in central Barcelona in person or completely digitally by signing the change of registered office via videoconference from anywhere in Spain where you are located.
What is the registered office?
For various reasons, a commercial company may wish to change its registered office, although the reason for any change is due to the effective modification of the centre of administration and management. Therefore, the registered office is understood to be the place where the administration and management of the company takes place, which may also be its main establishment or operation.
The registered office is the address of a company that appears in its Articles of Association, and it is the address that is registered in the Commercial Registry and must appear on its invoices. This registered office also determines the nationality of a company and its connection with the legal system.
The Capital Companies Act establishes in its article number nine that capital companies, whose main establishment or operation is in Spain, must have their registered office in the country.
The registered office must be stated in the Articles of Association of a company, which is the document containing the rules agreed upon by the partners of a company and which govern the operation of the commercial company. If it is desired to change the registered office, a change must also be made to the Articles of Association of the company. The authorisation for the modification of the Articles of Association belongs to the General Meeting, except for the modification of the registered office, which may be authorised by the management body (whether a sole director, a board of directors, joint or several directors) unless expressly prohibited in certain articles, or if the relocation of the registered office is carried out abroad.
The General Meeting of Shareholders is held at the company's registered office and it is also where the company's administrative and financial documentation is stored.
Reasons for relocating the registered office
There are various reasons why a change of registered office may occur. These reasons usually arise in relation to the situation and needs of a company. However, among the most common, we find the improvement of the strategic location: the company could find a place that offered greater logistical accessibility to clients and suppliers and/or that could bring strategic benefits such as access to key resources. Additionally, it could incur cost reductions if the move could offer advantages such as lower rent or taxes. We could also find that the move to a new registered office offered benefits in relation to a broader or geographically different market.
Occasionally, the reasons for changing the registered office are determined by company mergers with the aim of reflecting the new corporate structure or improving the company's corporate image. Likewise, it may arise due to changes in legislation that offer a more favourable legal framework or to obtain tax advantages such as lower taxes or international aid.
However, it is worth noting that the change of registered office is not related to the relocation of production, clients, or employees. But it is necessary for the company's shareholders' meeting to carry out its activity at the new registered office.
The role of the Notary in the change of registered office of a company
The Notary is a legal professional who guarantees the legality and authenticity of various transactions.
Furthermore, among their functions is to advise and counsel impartially and free of charge. Whatever procedure you are considering, present your doubts to us and make the necessary enquiries.
Their ability to act objectively and neutrally allows them to certify the authenticity of documents and ensure that transactions, such as the deed of transfer of registered office and amendment of statutes, comply with laws and regulations and guarantees legal certainty, granting credibility to the facts presented in the deed.
The drafting and signing of the deed of transfer of registered office, as well as the amendment of the company statutes by the Notary, legitimises the deeds.
Documents required for the change of registered office within national territory
The following will be essential:
- Valid identification document of the administrator who must attend the signing
- Authentic copy of the company's deed of incorporation. This can be replaced by the company information obtained by the notary from the Mercantile Registry.
- Certificate of the company's beneficial ownership showing the partners holding more than 25% of the share capital.
- Certificate of the board resolution, only in the case where the statutes provide that the power to change the registered office does not correspond to the administrator.
- The cadastral reference of the property where the registered office is to be relocated.
Parts that make up the deed of change of company address
Whether it is an online change of registered office, from the notarial electronic headquarters, or a change of registered office with an in-person signature at our notary office on Avenida Diagonal in Barcelona, these are the parts that make up the deed:
- Identification of the Notary with name, surname, residence and Bar Association.
- Identification of the parties involved: name, surname, profession, address and ID.
- Mention of the company wishing to make the change of main location.
- Statement of the change of registered office of the commercial company with mention of the previous registered office.
- Resolution of the agreement.
- Signature of the administrators or legal representatives.
- Date.
Who can change the registered office? Change of registered office by the administrative body
Currently, the law states that the directors or governing body are competent to modify the registered office to any location within the country as long as it is not contrary to any provision contained in the articles of association (article 285 of the Capital Companies Act).
If the Articles of Association contain any provision to the contrary or do not establish any regulation in this regard, a General Meeting should be held to decide on the transfer of the registered office.
In this case, the general meeting would be convened to amend the articles (Capital Companies Act article 285). The next step is to draft the text involving the modification of the registered office. In public limited companies, the justification for the transfer of the registered office must also be added. This justification must be studied by shareholders and partners.
Subsequently, the general meeting is announced with a clear explanation of the case. On the announced day, approval at the meeting will depend on the type of commercial company involved and its articles of association. Thus, in limited liability companies, it is approved by a reinforced legal majority, and in public limited and limited partnerships, at the first call, with the attendance of shareholders holding 50% of the subscribed capital with voting rights. We will analyse this later.
Once the modification of the registered office has been approved by the meeting, it will be necessary to go to a notary to sign the deed of change of registered office. It will be necessary to include the cadastral reference of the new registered office.
After signing and legalisation, it is essential to register the deed signed before the Notary in the Commercial Registry.
Finally, the General Treasury of the Social Security must be informed and form 36 of the Tax Census Declaration must be submitted to the Tax Agency (Agencia Tributaria).
But, how is it managed in the different commercial companies?
The differences mainly lie in the way of reaching the agreement to change the registered office in the different companies. Please note that at JLA Notarios we can assist you whenever you need to carry out a transfer of the registered office.
In the case that a shareholders' meeting agreement is necessary, the following majorities will be required. The change of registered office of a limited company by reinforced legal majority will require the favourable vote of more than half of the votes corresponding to the shares into which the share capital is divided according to articles 285 and 199 of the Capital Companies Act.
On the other hand, the change of registered office of a public limited company and limited partnership takes place as follows: the ordinary or extraordinary general meeting may agree to amend the bylaws and, therefore, the registered office, at the first call, with the attendance of shareholders or their representatives holding at least fifty per cent of the subscribed capital with voting rights. The resolution will be adopted by an absolute majority. At the second call, the attendance of twenty-five per cent of the subscribed capital with voting rights will be sufficient. However, at the second call, the vote of two thirds of the capital present or represented will be required when shareholders representing twenty-five per cent or more of the subscribed capital with voting rights attend without reaching fifty per cent.
It is important to emphasise that these majorities may vary according to what is determined in the bylaws of each commercial company.
Price and online procedure for changing the registered office of a company
Price to change the registered office of a company
The total cost for the change of registered office involves different payments. Thus, the price of the deed for the change of registered office is established in the Notarial Fee Schedule. The price of this deed is also determined by the number of pages and authorised copies, along with the authentication of signatures.
The price of notarial acts is regulated by the Government and complies with the regulatory framework of the NOTARIAL FEE SCHEDULE (RD 1426/1989, of 17 November, regulating the Notaries’ Fee Schedule).
However, the exact price of a notarial document cannot be calculated until its specific content is known, that is, until it is signed, as there are many circumstances that can cause it to vary. The number of copies requested of a document, the pages it contains, as well as possible changes or additions, can slightly alter the final price.
If you wish to receive a detailed quote, we invite you to contact us directly through the method that is most convenient for you. You can do so via the contact form on the main page of this website, through the contact section found in the footer of the website, using the direct WhatsApp access at the bottom right of this page, by sending an email to bcn@jlanotarios.com or by calling us on 93 159 17 62.
As a guideline, we can inform you that, according to the current regulatory framework, the usual price for formalising before a Notary a deed of change of registered office is between €150 and €250, including VAT.
This indicative price is calculated for a change of registered office within the same province, with a document of usual content (14 pages) and with the issuance of a single authorised copy and one electronic copy.
The fees established by the Mercantile Registry and any local or regional taxes that may exist, such as the Economic Activities Tax (due to the payment for the premises being vacated), must also be taken into account.
One of the most frequently asked questions we encounter in our notary office is whether the change of registered office affects the Corporate Tax. This tax is of a state nature and, therefore, in a change of national headquarters, it should not be taken into account.
Make the change of registered office online
Like many other services for businesses, it is possible to make the change of address online, with an online Notary. With the approval of Law 11/2023, of 8 May, from 9 November 2023 we can process the change of address of your company electronically, without the need to appear in our Notary's office.
Our telematic service allows you to make this vital change in your business with just a few clicks, with maximum comfort and efficiency.
Furthermore, among the advantages we find is permanent access to the electronic copies authorised by the Notary.
More questions about the transfer of the registered office
The company must adopt the transfer agreement according to the applicable law, but must comply with Spanish law in the Constitution of the Company. The transfer of the change of registered office of said company must be formalised in a public deed and granted before a Notary. Additionally, it will include the literal certification of the Company's data appearing in the Register of the country of origin of the Company. It must be translated and apostilled. The deed must be submitted to the Commercial Registry of Spain and the annual accounts deposited.
In this case, an independent report is required to demonstrate that the net assets of the Company meet the amount of the share capital required by Spanish law, in addition to complying with the previous procedure.
There is no need to pay any tax for changing the registered office within Spain.
Indeed, the change of registered office must be registered with the Commercial Registry. Fees will also have to be paid for the registration in the Commercial Registry.
At JLA Notarios – Digital Notary, we offer to take care of the management of the registration in the Commercial Registry of your deed of change of registered office, whether you have signed it in person or digitally. The reason we offer this management service is that at JLA Notarios we provide a comprehensive service in the management of commercial deeds, for the greater convenience of our clients and to facilitate all the procedures related to the commercial deeds signed at our digital notary.
JLA Notarios, Notary for processing the change of registered office in a company
Our Notary Office has a team of highly qualified and experienced Notaries to manage the change of your company's registered office. We are experts in the applicable regulations and can offer you personalised advice tailored to your specific needs, always responding to your questions and concerns.
At JLA Notarios we work empathetically and dynamically, applying new technologies in all procedures for your comfort and convenience. It is our goal as an online Notary Office, where we manage many notarial services electronically, to seek optimisation of the transaction times of your procedure and keep you informed of any developments that arise during the process.
Get in touch with us for an initial consultation. We will assist you throughout the entire process, resolving your doubts and efficiently managing your case. Book your first consultation now at JLA Notarios.
By your side in the moments that matter
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At JLA Notarios we offer inheritance law services, both to arrange your estate and to divide up inheritance, guaranteeing the best advice for your particular needs while studying the tax implications of each case. We never forget the human factor. We even offer a notary service at home if necessary.
Contracts and property law
Over the course of our lives, we carry out important actions, such as buying a home, declaring a new-build, lifetime gifting to our children or ending partnerships, among many others.
At JLA Notarios we are experts in property and contract law and buying and selling property. We guide our clients, analysing each particular issue and always considering the tax burden of each transaction.
In addition, some of our notarial services can be performed online, so we can assist you from anywhere in Spain. Contact us to declare a new-build or a commonhold ownership structure online.
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Taking out a mortgage is one of the biggest moments for anyone. Just think of the fees and interest you may have to pay for much of your life. So it is essential to have a trusted notary to help you understand what you are signing, explaining the tricky legal terms and their future consequences in simple words, to provide transparency and protect our clients.
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JLA Notarios can be your trusted notary office, giving you accurate advice on loan contracts, providing a very agile and specialised service for processing loan contracts.
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Without entrepreneurship there is no future, so it is of vital importance to support our businesspeople and entrepreneurs.
At JLA Notaries we are familiar with companies’ life cycle, which enables us to provide legal assistance for companies in their different stages, whether incorporation, modifications of their articles of association, changes of director, share sales and purchases, capital increases and reductions, dissolution and closure, and everything related to commercial matters.
Powers of attorney
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At JLA Notarios we make sure that you understand the significance and risks of delegating or revoking powers of attorney, from a special power of attorney or power of attorney for lawsuits, to general powers of attorney or preventive powers of attorney for cases of incapacity.
We provide an agile service to sign powers of attorney. You can take your copy away immediately, saving you unnecessary trips, and from 9 November 2023 our clients will be able to sign all powers of attorney that are not general or preventive by videoconference through our digital notary office.
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A prosperous society is based on the family and its protection. Family Law provides you with the tools to protect your family and its members, so its foundations are solid and its purposes can be achieved.
At JLA Notarios we provide legal advice on marriage or civil partnerships; property aspects of the family through marriage contracts or civil partnership contracts; the moments when the family relationship is ended, in cases such as divorce or separation; and protection of vulnerable people, such as minors or people with modified capacity, through deeds of appointment of guardians or executors or creation of protected assets. We do all of this in a way that makes everyone involved feel equally supported and secure.
Certifications and authentications
It is common knowledge that notaries attest. That important and simple action can guarantee things of vital importance, such as ensuring that the signature on a document is authentic or certifying that a copy of a document matches the original.
At JLA Notarios we will help you to certify a document or notarise a signature in accordance with the law and tailored to your specific needs.
In addition, these notarial procedures can be carried out conveniently through electronic means from 9 November 2023.
Minutes
How many times have you wanted to leave a record of an event, of a statement, of the condition in which an object is found, or notify someone of any matter. To provide a solution to these issues, the Law provides us with notarial records.
At JLA Notarios we adapt to you, reflecting in the record what you require and carrying out the notifications and requests that you demand.
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Behind every nationality oath there is a story of overcoming, sacrifice and waiting.
At JLA Notarios we understand what this moment means and offer an empathetic, agile and quick service, advising beyond the oath itself, anticipating the future requirements that the new Spanish citizen will need.
We are your reference Notary to carry out the nationality oath before a Notary in Barcelona.
Apostille of the hague convention
Globalisation enables the free movement of people and documents of all kinds. How can you guarantee that a document has been officially issued? With an apostille of the Hague Convention.
JLA Notarios can obtain an apostille for all documents executed before us so they are valid and recognised abroad. We do this transparently and save you all the bureaucratic procedures involved.
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Tax bureaucracy can cause a lot of headaches.
So JLA Notarios offers its clients the possibility of assessing and paying the many different taxes by the executing deeds and carrying out other procedures before the notary. We can also file them with the Land or Companies Registry so you do not have to concern yourself with it and can spend your time on the things that matter. We support you from start to finish.
Wills and inheritance
Making a will, making a declaration of heirs or awarding inheritance are very important moments in people’s lives.
At JLA Notarios we offer inheritance law services, both to arrange your estate and to divide up inheritance, guaranteeing the best advice for your particular needs while studying the tax implications of each case. We never forget the human factor. We even offer a notary service at home if necessary.
Contracts and property law
Over the course of our lives, we carry out important actions, such as buying a home, declaring a new-build, lifetime gifting to our children or ending partnerships, among many others.
At JLA Notarios we are experts in property and contract law and buying and selling property. We guide our clients, analysing each particular issue and always considering the tax burden of each transaction.
In addition, some of our notarial services can be performed online, so we can assist you from anywhere in Spain. Contact us to declare a new-build or a commonhold ownership structure online.
Mortgage
Taking out a mortgage is one of the biggest moments for anyone. Just think of the fees and interest you may have to pay for much of your life. So it is essential to have a trusted notary to help you understand what you are signing, explaining the tricky legal terms and their future consequences in simple words, to provide transparency and protect our clients.
At JLA Notarios we are aware of the importance of giving complete and understandable information to people about to sign a mortgage, novation or subrogation. We also advise and guide you on your future mortgage cancellation.
Loan agreements and credit facilities
Individuals and companies often need money to fulfil their dreams or projects. This can be obtained by taking out a loan or credit facility with your bank. When you sign, it is essential to understand the details properly to avoid future surprises.
JLA Notarios can be your trusted notary office, giving you accurate advice on loan contracts, providing a very agile and specialised service for processing loan contracts.
Bear in mind that from 9 November 2023, you will be able to sign your loan contracts from anywhere in Spain electronically by videoconference with JLA Notarios, saving you time and money. Do not hesitate to contact us to find out more about the notary office’s services in order to sign a loan contract online or sign a credit facility online.
Companies
Without entrepreneurship there is no future, so it is of vital importance to support our businesspeople and entrepreneurs.
At JLA Notaries we are familiar with companies’ life cycle, which enables us to provide legal assistance for companies in their different stages, whether incorporation, modifications of their articles of association, changes of director, share sales and purchases, capital increases and reductions, dissolution and closure, and everything related to commercial matters.
Powers of attorney
There are moments in life when a person needs to delegate. The law provides a tool for this: powers of attorney. Though a power of attorney, one person allows another person to act on their behalf.
At JLA Notarios we make sure that you understand the significance and risks of delegating or revoking powers of attorney, from a special power of attorney or power of attorney for lawsuits, to general powers of attorney or preventive powers of attorney for cases of incapacity.
We provide an agile service to sign powers of attorney. You can take your copy away immediately, saving you unnecessary trips, and from 9 November 2023 our clients will be able to sign all powers of attorney that are not general or preventive by videoconference through our digital notary office.
Family affairs
A prosperous society is based on the family and its protection. Family Law provides you with the tools to protect your family and its members, so its foundations are solid and its purposes can be achieved.
At JLA Notarios we provide legal advice on marriage or civil partnerships; property aspects of the family through marriage contracts or civil partnership contracts; the moments when the family relationship is ended, in cases such as divorce or separation; and protection of vulnerable people, such as minors or people with modified capacity, through deeds of appointment of guardians or executors or creation of protected assets. We do all of this in a way that makes everyone involved feel equally supported and secure.
Certifications and authentications
It is common knowledge that notaries attest. That important and simple action can guarantee things of vital importance, such as ensuring that the signature on a document is authentic or certifying that a copy of a document matches the original.
At JLA Notarios we will help you to certify a document or notarise a signature in accordance with the law and tailored to your specific needs.
In addition, these notarial procedures can be carried out conveniently through electronic means from 9 November 2023.
Minutes
How many times have you wanted to leave a record of an event, of a statement, of the condition in which an object is found, or notify someone of any matter. To provide a solution to these issues, the Law provides us with notarial records.
At JLA Notarios we adapt to you, reflecting in the record what you require and carrying out the notifications and requests that you demand.
Oath of Nationality
Behind every nationality oath there is a story of overcoming, sacrifice and waiting.
At JLA Notarios we understand what this moment means and offer an empathetic, agile and quick service, advising beyond the oath itself, anticipating the future requirements that the new Spanish citizen will need.
We are your reference Notary to carry out the nationality oath before a Notary in Barcelona.
Apostille of the hague convention
Globalisation enables the free movement of people and documents of all kinds. How can you guarantee that a document has been officially issued? With an apostille of the Hague Convention.
JLA Notarios can obtain an apostille for all documents executed before us so they are valid and recognised abroad. We do this transparently and save you all the bureaucratic procedures involved.
Tax and registry procedures
Tax bureaucracy can cause a lot of headaches.
So JLA Notarios offers its clients the possibility of assessing and paying the many different taxes by the executing deeds and carrying out other procedures before the notary. We can also file them with the Land or Companies Registry so you do not have to concern yourself with it and can spend your time on the things that matter. We support you from start to finish.
