Amendment of corporate purpose
The modification of the corporate purpose of a company redefines the activity of a company and involves changes to the company's articles of association. To modify the corporate purpose, it is necessary to sign a deed of modification of the corporate purpose and register this deed with the Commercial Registry.
As Notaries in Barcelona specialised in commercial services, we want to explain what the change of corporate purpose is and how it is carried out step by step. As a starting point, you should know that you can sign a deed of modification of the corporate purpose by visiting our modern notary office on Avenida Diagonal in Barcelona, or from anywhere in Spain, completely digitally.
What is the modification of the corporate purpose?
The articles of association of a company specify the corporate purpose of a company and detail the economic activities it carries out.
The change of corporate purpose can occur for various reasons. Thus, it may correspond to operational and strategic needs, it may occur to comply with legal requirements or for tax reasons. For this reason, a company can change, eliminate, substitute, expand or reduce the activity it is engaged in. The modification of the corporate purpose must be carried out in accordance with the Consolidated Text of the Capital Companies Act.
All companies can modify their corporate purpose. Thus, it is important to specifically establish the main basic activity (its purpose) and, based on it, the secondary ones.
The main activity or main corporate purpose must express an activity code at the national level called CNAE (National Classification of Economic Activities) managed by the Tax Agency.
How to change the corporate purpose of a company?
If you wish to make a modification to the corporate purpose of a company, the first thing to do is to convene the General Meeting of Shareholders or partners to reach an agreement on the modification.
If the Meeting approves the agreement with the majorities established by law, which in the case of limited companies must be approved by the majority of the share capital, the administrator will issue the corresponding certificate of the Meeting agreement and may go to the notary to modify the corporate purpose. From the notaries, we can assist you in preparing the certification of these agreements.
After signing the deed of modification of the corporate purpose, this deed must be registered with the Commercial Registry. At JLA Notarios we offer a comprehensive service in Commercial Law and Company Law, so if you wish, we can manage the registration with the Registry on your behalf.
It is important to bear in mind that if a partner votes against the change of the company’s purpose, the Revised Text of the Capital Companies Act grants them a right of withdrawal in certain cases, allowing them to leave the company following the procedure defined by law.
Types of corporate purpose
Thus, we distinguish two types of modification of the company type:
- Simple expansion or restriction: no shareholder is granted the right to withdraw.
- Substantial change or modification of the corporate purpose: shareholders who have not voted in favour and those who do not have voting rights are given the option to withdraw from the company.
Change of corporate purpose of a public limited company
For the change of the corporate purpose of a public limited company, a General Meeting of shareholders must be convened. The resolution shall be adopted by an absolute majority at the first call, with the attendance of shareholders or their representatives holding at least fifty percent of the subscribed capital with voting rights. At the second call, the attendance of twenty-five percent of the subscribed capital with voting rights shall be sufficient. However, at the second call, the vote of two-thirds of the capital present or represented shall be required when shareholders representing twenty-five percent or more of the subscribed capital with voting rights attend without reaching fifty percent.
Change of corporate purpose of a limited company
Thus, in limited liability companies it is approved by a reinforced legal majority, that is, it is agreed by more than half of the votes corresponding to the shares into which the share capital is divided.
Deed of amendment of corporate purpose
The amendment of the corporate purpose, according to the law, requires the signing of a public deed before a Notary.
The role of the Notary in the modification of a company's corporate purpose
The Notary is a public official and legal professional who guarantees compliance with the law and the protection of the rights of all persons who sign public deeds.
In the case of deeds modifying the corporate purpose, the Notary will ensure that the modification of the corporate purpose meets all the requirements established by law. Furthermore, as JLA Notarios offers a comprehensive service in Company Law, we could also take care of the registration of your deed in the Registry.
Documentation to change the corporate purpose of a company
The following will be essential:
- Valid identification document of the administrator or representative signing the modification
- Documentation belonging to the company and the representative, although this can be replaced by obtaining commercial information from the notary's office
- Certificate of agreement from the company's Board, which must be issued and signed by the administrator and must include the new wording of the statutory article specifying the new corporate purpose. At this point, if needed, we can assist you in drafting the certificate.
How much does it cost to change the corporate purpose of a company?
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, as according to the law 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 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 formalising a change of corporate purpose is around €150, including VAT.
Questions related to the amendment of the corporate purpose of a company
Once the public deed has been granted, it must be registered in the Mercantile Registry corresponding to the province where your company's registered office is located. If you wish, we can take care of this procedure from the notary's office.
Finally, the change must be notified to both the Tax Agency and Social Security to update the tax and employment data. This is a procedure that must be carried out by the company's manager.
As previously mentioned, the modification of the corporate purpose carried out must be communicated to the Tax Agency, using form number 306. Also, due to the possible change in contributions, the change must be communicated to Social Security by filling out form TA7. This procedure is handled by the company's tax and labour manager.
Is it possible to modify the corporate purpose of a company electronically with JLA Notarios?
Our Notary Office in Barcelona has a team of highly qualified and experienced Notaries to manage the change of your company's corporate purpose. We are experts in Commercial Law and Company Law.
At JLA Notarios we work empathetically and dynamically, applying new technologies in all procedures. It is our goal as an online Notary Office, where we manage many notarial services electronically, to optimise the transaction times of your procedure and keep you informed of any developments during the process. Thus, since Law 11/2023, you can choose to sign your notarial document by visiting our notary office in Barcelona or completely digitally, without leaving your company or home, from anywhere in Spain.
Get in touch with us for an initial consultation. We will assist you throughout the entire process, resolving your doubts and managing your procedure efficiently. You can contact us via the contact form, by phone at 931591762. Book your first appointment now at JLA Notarios, we will be delighted to help you.
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In addition, these notarial procedures can be carried out conveniently through electronic means from 9 November 2023.
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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.
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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.
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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.
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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.
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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.
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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.
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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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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.
