Amendment of articles of association
Every organisation requires a set of principles to guide its operation. This is also the case for companies, which are governed by a series of rules. Thus, they can request the amendment of the articles of association when they wish to adapt them to new circumstances. But what does this process involve? How is it carried out? In this article, we provide you with all the information.
To begin with, you should know that you can sign the deed of amendment of the articles of association by attending our notary office in person on Avenida Diagonal in Barcelona or completely digitally, from anywhere in Spain.
Digital signature is permitted under Law 11/2023 on the digitalisation of digital signatures and allows most notarial documents signed by companies to be processed entirely electronically, through the Citizen's Notarial Portal. Do not hesitate to contact us if you want to use this method of signing before a Notary by videoconference.
What is the amendment of company bylaws?
This is a procedure by which the rules governing a company are adapted or amended. Since this organisation code is registered with the Commercial Registry, it is necessary to grant legal validity to any changes made. As a general rule, all amendments to the articles of association must be approved by the General Meeting of Partners and the agreement must be recorded by a notarial deed of amendment to the articles of association.
The reasons that may lead a company to change its articles of association are very varied. However, we can identify three main causes: economic, legal and operational.
What steps must be followed to amend the articles of association?
The amendment of the articles of association must follow the procedure set out in articles 285 to 290 of the Revised Text of the Capital Companies Act.
Below, we show you the steps you must follow to amend the articles of association.
- Preliminary drafting. The persons who have proposed the change of articles (whether shareholders or directors) must submit a written document with the text of the proposal.
- Calling of the shareholders' meeting: the shareholders' meeting must be called, stating the proposed amendment.
- Voting: the shareholders' meeting must approve the amendment of the articles. The general rule in limited companies is that the resolution must be approved by the majority of the share capital.
- Deed of public deed of amendment of the articles of association and registration in the Commercial Registry: to complete the process it is necessary to go to a Notary and register the deed in the Registry. These are the two procedures that notaries can manage for you.
What is the role of the Notary in an amendment of the articles of association?
The Notary is a public official and a legal professional who will guarantee the legality of the documents they intervene in and who will protect all parties involved in a document.
In the case of amendments to the articles of association, Notaries help companies to adapt to their specific needs and to evolve as their business does, ensuring that the amendments to the articles of association comply with the law.
What are the necessary documents for a deed of amendment of the statute at the Notary?
Once we have voted on the desired changes to the company’s articles of association, we must provide the following documentation before a Notary to carry out the public deed of amendment to the articles of association:
- Valid identification document of the person signing the public deed.
- Certification of the corporate resolution adopted by the general meeting or sole shareholder. The adopted resolutions, the articles to be amended, and the new articles of association must appear. We, at JLA Notarios, can assist you in drafting the certification of the resolution.
- Documentation of the company and its representative: if original documentation is not available, it can be replaced by obtaining commercial information from the notary’s office.
- Real ownership certificate: if this document is not available, it can be granted at the same time as the amendment of the articles of association.
Amendment of corporate purpose, registered office, and company name in the articles of association of a company
The amendments that we can find in the articles of association are varied. However, among the most relevant are the amendment of the corporate purpose, the change of registered office, and the change of company name.
Amendment of corporate purpose
Changing the activity to which the company is dedicated can have a significant impact on it. It may arise for various reasons such as adapting to new market opportunities, strategic changes, or tax matters.
You can find out more about modifications of corporate purposes here.
Change of registered office
In this case, we refer to the modification of the physical or legal address where the company has its main office or registered place of establishment.
Unlike other statutory modifications, the change of the registered office of a company within the national territory can be made by the company's management body and the intervention of the general meeting is not necessary.
If you want to learn more about changes of registered office before a Notary.
Change of company name
The change of company name is due to the change of name of a company and usually responds to strategic reasons. Among the reasons for this change, we can highlight that it is part of a rebranding process or a change in market positioning.
For more information on how to change the name of a company before a Notary, the following link is available.
What is the cost of formalising an amendment to the articles of association before a Notary?
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).
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, and the documents incorporated can alter the price.
If you wish to receive a detailed and tailored quote for your case, 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 WhatsApp shortcut 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 the current regulatory legislation, the usual price for the formalisation of an AMENDMENT OF ARTICLES OF ASSOCIATION is around €160, including VAT.
Modify the articles of association with online Notaries
JLA Notarios can process the amendment of your company's articles of association online from 9 November 2023, the date on which Law 11/2023, of 8 May, on the digitalisation of notarial and registry actions, came into force. The application of this law allows managing this commercial act by videoconference and thus obtaining the necessary notarial authorisation.
Opting for the services of an online notary allows you to avoid travel, speed up procedures, or enjoy greater convenience in the arrangements. Furthermore, this procedure allows you to choose a free and independent Notary regardless of where you live.
Likewise, if you need to process other commercial services, with JLA Notarios you can manage online the deed of incorporation of a company, carry out the appointment and dismissal of administrators, and process capital increases and reductions.
Amend articles of association with JLA Notarios
As you have seen, the amendment of company bylaws is an important procedure within any company. JLA Notarios in Barcelona are specialists in Commercial Law and Company Law and will help you achieve the most appropriate legal solution for your business.
You can sign your amendment of bylaws before a Notary by visiting our modern notary office on Avenida Diagonal in Barcelona or by signing completely digitally through our digital notary service.
Contact our team and book your appointment to process the amendment of your company’s bylaws or other related matters. You can call us at 931591762, fill in the contact form on our website or write to us at: bcn@jlanotarios.com. We will be happy to help you find the best solution for your company.
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.
