Declaration of single-member status and loss of single-member status
The declaration of single-member status is a deed that must be granted by those companies with a sole partner or that change their sole partner, and the declaration of loss of single-member status must be granted when there was a sole partner in a company and it changes to having more than one partner. In both cases, the deed must be signed before a Notary.
This procedure can be carried out online, through the Citizen Notarial Portal or physically at a notary's office. As Notaries in Barcelona specialised in commercial services, we explain how to sign a deed of single-member status or a deed of loss of single-member status.
What is the declaration of single-member status?
In the declaration of single-member status, it is declared before a Notary that a company has a sole shareholder. This deed will allow the registration of the single-member status of a company in the Commercial Registry.
You should know that it is essential to register the single-member status of a company in the Registry, because if it is not registered, the benefits of limited liability are lost and the sole shareholder would be liable to third parties as if they were self-employed.
There are two types of declarations of single-member status of a company: the original single-member declaration and the subsequent single-member declaration.
What is the declaration of original single-member status?
It states that the company has been formed by a single partner (natural or legal person), who has assumed all the shares or social participations. The declaration of original unipersonality coincides in time with the deed of incorporation of the company.
What is the declaration of subsequent single-member status?
It occurs when, after the incorporation of a company, there are sales of shares or stakes that result in the entire ownership of a company belonging to a single partner.
Sole proprietorships
In single-member companies there is only one partner, so they have total control of the company. Furthermore, the Capital Companies Act has some specific rules for single-member companies.
In particular, they must state their single-member status in all their documentation, correspondence, invoices, orders and advertisements. And, as mentioned, it is essential to sign a single-member deed and register it with the Commercial Registry, as otherwise the important benefits of limiting the partner's liability are lost if it is not recorded in the Commercial Registry within 6 months.
Deed of declaration of sole proprietorship
In the deed of declaration of single ownership, it is proclaimed before a Notary that the company belongs to a sole shareholder. We explain its function and the reason for its importance, and how it is intrinsically related to registration in the Commercial Registry.
Declaration of single-member status: Capital Companies Act
The declaration of single-member status is regulated by the Capital Companies Act (articles 12 to 17). According to the law, single-member companies must grant a public deed before a Notary, which must then be registered in the Commercial Registry. It is essential that the sole shareholder is identified both in the deed and in the Registry.
The declaration of single-member status in the Commercial Registry
In the case of newly formed single-member companies, it should be borne in mind that registration in the Civil Registry must be carried out within 6 months from when the company becomes single-member, because otherwise, the sole shareholder will have to respond with their own assets personally, unlimitedly and jointly for all debts incurred during the period of undeclared and unregistered single-member status. Thus, registration is vital to prevent the sole shareholder from losing the benefit of limited liability towards their creditors, but the lack of registration of the single-member status does not imply the closure of the registry to corporate agreements; the company can operate normally, but the sole shareholder loses the limitation of their liability.
The role of the Notary in the deed of declaration of single-member status
The Notary assists companies and commercial partnerships throughout their existence, both at the time of their formation and during their growth. In the case of sole shareholder companies, the Notary helps ensure that the sole shareholders do not lose the benefits of limited liability, through the granting of the real ownership certificate.
Furthermore, in the case of Notaries such as JLA Notarios, we provide a comprehensive service in Company Law; if you wish, we can handle the procedure for registering the sole shareholder status in the Registry.
Regarding the signing of the deed, you may do so in person at our modern notary office on Avenida Diagonal in Barcelona. Or, if you prefer, you can sign entirely digitally through the Citizen's Notarial Portal. Online signing has been possible since Law 11/2023, and if you have any questions, please do not hesitate to contact us.
Documentation to declare the sole proprietorship of a company
To sign a declaration of sole ownership before a Notary, it will be necessary:
- Identification document of the company representative.
- Documents proving the existence of the company and the powers of the representative. However, this can be replaced by obtaining commercial information from the Notary's office.
How much does it cost to formalise a declaration of single-member status before a Notary or the loss of single-member status?
The price of notarial acts is regulated by the Government and complies with the regulatory legislation of the NOTARIAL FEE SCHEDULE (RD 1426/1989, of 17 November, regulating the Notaries' Fee Schedule).
If you wish to receive a detailed quote, we invite you to contact us directly through the method that is most convenient for you, either 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 at 93 159 17 62.
As a guideline, we can inform you that, according to current regulations, the usual cost of the Notary for the formalisation of a deed of declaration of single-member status or the declaration of loss of single-member status is between €120 and €150, including VAT. This price is calculated for a limited company in the most common cases.
What is the declaration of loss of separate legal personality?
In this case, we deal with the loss of sole ownership of the company when a sole shareholder partially transfers their shares or holdings to another person (individual or legal entity).
On many occasions, this is transferred through a deed of sale of company shares. That is, a purchase of the shares or holdings that until now belonged to the sole shareholder takes place, resulting in more than one shareholder in the company.
The loss of sole ownership, that is, the condition whereby the company no longer has only one shareholder, must be recorded in a public deed executed before a Notary. Furthermore, it must be registered in the Commercial Registry.
You can process your deed of declaration of loss of sole ownership either in person at our notary office on Avenida Diagonal in Barcelona or entirely digitally through the Citizen Notarial Portal.
Additionally, as JLA Notarios offers a comprehensive service in Company Law, if you wish, besides processing your deed of loss of sole ownership, we can manage the registration of the deed in the Commercial Registry on your behalf.
JLA Notaries, Notary for the declaration of single-member status and loss of single-member status
Our Notary in Barcelona has a team of highly qualified and experienced Notaries and multidisciplinary professionals to manage both the declaration of single-member status and the declaration of loss of single-member status. We are a notary specialised in Commercial Law and Company Law.
At JLA Notarios we work empathetically and dynamically, applying new technologies in all procedures for your comfort and convenience. Our goal as an online Notary is to apply new technologies to achieve the best service. You can sign with us in person at our Notary in Barcelona or completely digitally via videoconference.
Get in touch with us for an initial consultation. Book your first advisory session now at JLA Notarios. We will be delighted to assist you with the procedure you need. You can contact us via WhatsApp, by phone at 931591762 or by email at bcn@jlanotarios.com.
By your side in the moments that matter
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.
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.
