General commercial power of attorney
The general commercial notarial power of attorney is one of the notarial documents that grant power to a person to act as an attorney on behalf of a company. As Notaries specialised in commercial powers of attorney, we want to explain what they are and how they work, their different types, and how a Notary can assist you in this procedure.
Remember that you can now process a general notarial power of attorney online via videoconference with JLA Notarios. Therefore, you can choose to sign at the JLA Notarios offices, visiting our Notary Office on the Diagonal in Barcelona, or sign remotely by videoconference from anywhere in Spain with our Digital Notary Office.
What is the general commercial power?
As we mentioned, this is a notarial deed in which a company grants power of attorney to an attorney-in-fact (natural or legal person) to represent it and act in all areas of its commercial dealings, granting broad powers, especially regarding assets, for its intervention in acts or the formalisation of contracts on its behalf.
This is because the directors of a company are involved in so many management activities of the business (economic, strategic or market position) that sometimes they need representatives to act on their behalf and in representation of the company in the management of legal transactions.
There are different types of powers of attorney for companies, each with special characteristics and treatments specifying the type of delegation to the attorney-in-fact. Among them, we highlight special powers of attorney, powers for litigation…
In the event that a company needs to grant a general power of attorney, a notarial general power of attorney must be processed, which will serve to subsequently authorise signatures on public deeds for the company or business among other activities. The notarial general power of attorney also grants administrative powers over a company’s assets. In this way, while the directors are responsible for the organic management of a company, the attorneys-in-fact hold voluntary representation.
The granting of a general power of attorney can be established for a fixed term or for an indefinite period, its validity being indefinite. Generally, they tend to be indefinite unless the grantor specifies otherwise.
It also has specific characteristics as it is unilateral, in the sense that acceptance by the attorney-in-fact is not necessary. Furthermore, it is considered receptive since the power of attorney is communicated to the attorney-in-fact.
To revoke the commercial notarial power of attorney, a power of attorney revocation deed must be executed and the revocation registered in the Commercial Registry.
Who can grant and gives the power of attorney?
In any power of attorney, a principal, that is to say, the person granting the power, authorises an attorney to act on their behalf. The granting of a general notarial power of attorney or general commercial power of attorney results in the appointment of a general attorney and can be conferred:
- By the administrative body, as it is the one that grants the representation of the company and can transfer its powers to other parties. Therefore, it can be granted by the sole administrator, any of the joint administrators, the joint administrators acting together, or the board of directors itself.
- By the General Meeting. The general meeting cannot strictly speaking grant the power of attorney, as it is an external act of the company, and must be granted by the administrators. However, they can agree at the meeting to grant a power of attorney to another person, with the administrator being the one who will formalise this corporate resolution publicly and grant the power of attorney to the person designated by the meeting.
The registration of the power of attorney
Unlike the special commercial power of attorney, the registration of the general notarial commercial power of attorney in the Commercial Registry is necessary to ensure legality, the integrity of legal agreements, and the protection of the parties, so that the applicable law and regulations are complied with.
However, only those general powers of attorney granted by a previously registered administrative body may be registered in the Commercial Registry. To clarify, if a power of attorney is granted by a sole administrator, one of the joint administrators, or the joint administrators, and when the power of attorney is submitted to the Registry the cessation of the granting administrator is recorded, the registration of the power of attorney will be denied, based on the principle of successive tract.
Regarding the registration of the general commercial power of attorney, the question arises as to whether the attorney-in-fact can act before the registration of the power of attorney. In this regard, the Resolution of 25 May 2017, from the Directorate General of Registries and Notaries, declared that “In relation to voluntary representation based on an unregistered general power of attorney or a special power of attorney, this Governing Body has stated, within the scope of the Property Registry, that the lack of registration data in the Commercial Registry as evidence of the valid existence of the alleged representation can be supplemented by the reference in the registrable title to those data and documents that demonstrate the valid appointment of the corporate representative or attorney-in-fact for having been appointed with the legal and statutory requirements and formalities by a competent corporate body, duly convened, and in force at the time of the appointment, including acceptance of the appointment and, where appropriate, notification or consent of the holders of previous registered positions in terms that make the registry situation compatible and consistent with the extraregistry situation.”
In which acts can an attorney-in-fact with a general notarial power of attorney for administrative acts act?
The general commercial power of attorney presents many advantages as it enables the attorney-in-fact to act in multiple situations, before any administrative action and before any Public Administration (public bodies or entities of public law).
Furthermore, the attorney-in-fact may be authorised to process, among others:
- Sales contracts
- Mortgages
- Acquisition of goods
- Debt collection
- Leases
- Legal acts: management of branches and delegations
- Business with credit institutions
- Payment of taxes
The general commercial power of attorney, therefore, may confer all the powers held by the administrator or with the scope agreed by the board. However, there are certain limits:
- Limitations of the administrator: the administrative body cannot confer powers that are limited or prohibited according to the company’s bylaws.
- Self-contracting: the administrative body of a company that lacks the express power of self-contracting cannot grant a power of attorney to a third party, conferring the power of self-contracting; a waiver only concerns its principal, the company, which must grant it through the body expressing its will: the general meeting of shareholders.
- Non-delegable powers: These are those that the law prevents from being delegated, and must be exercised by the administrators themselves, such as convening the shareholders’ meeting.
What is the difference between general and special power?
The general power of attorney and the special power of attorney are two quite common types of commercial powers. The difference lies in that in the general commercial power of attorney the attorney acts in all areas of commercial traffic, offering more freedom and powers, whereas a special commercial power of attorney is granted for a specific act, contract or legal transaction without extending the power to other areas.
What is the difference between a general attorney and a manager of a company?
Although a general commercial proxy is not an administrator, as the law clearly distinguishes between both figures, in practice the majority of acts the general proxy can act as an administrator would. Therefore, both the position of administrator and the general commercial proxies must be registered in the Commercial Registry.
However, it is important to know that the general commercial power of attorney can be revoked at any time, whereas the position of Administrator ceases according to the law and the rules contained in the company's statutes.
The role of the Notary in a commercial power of attorney
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. In the case of granting a notarial power of attorney, we will inform you about the legal and financial risks involved and how to mitigate them. We will also advise you on possible conflicts of interest that may arise.
The capacity, training and authority of the Notary allow them to certify the authenticity of documents and secure transactions, guaranteeing their legal certainty and granting the authorisation of powers of attorney.
To grant a general commercial notarial power of attorney, it is important that the Notary ensures that the company and its representatives are aware of the responsibility conferred on the attorney-in-fact and that they are capable of exercising the conferred responsibilities.
The general commercial notarial power of attorney establishes the powers granted by the company to the attorney-in-fact, specifying the actions and responsibilities they are authorised to manage, being one of the types of commercial powers of attorney that offers the greatest scope of action.
Article 94 of the Commercial Registry Regulations determines that the registration of the appointment of the attorney-in-fact in the Commercial Registry is necessary for them to carry out their activity effectively and to increase the legal certainty of the business. If it is not registered, the legitimisation for the representation of the company will not be accredited. In the event that there is a future deed of revocation, it must also be registered in the Registry.
Copies of the authorised and simple deed will be granted for use, as well as the authentic copy of the deed to the attorney-in-fact for the purpose of exercising their commercial power of attorney.
Documentation to grant a general commercial notarial power of attorney
The following documentation will be required:
- Valid identification document of the representative of the company granting the power of attorney. Anyone wishing to process a commercial notarial power of attorney must go to a notary office always with their valid identification document. The grantor must be of legal age and have full mental capacity.
- Deed of appointment of administrator where the grantor appears as the administrator of the company.
- Name, company name, registered office and CIF of the company.
- Authentic copy of the deed of incorporation of the company and the articles of association or of the amendment of the articles of association that have occurred. This documentation can be replaced by information from the Mercantile Registry obtained from the notary office.
- Real ownership certificate (notarial deed identifying the partners who own more than 25% of the company's share capital).
- Documentation related to specific data of the attorney-in-fact (name, surnames, photocopy of DNI, NIE or passport).
What are authentic, authorised, and simple copies and what are they used for?
The document signed and publicly certified by the Notary and to which full faith is granted, is the authentic copy.
The authorised copy is the copy of the document that will be given to the attorney-in-fact so that they have the authorisation to act on behalf of the principal. It reproduces the deed in whole or in part. The delivery of their copy to the attorney-in-fact is only made if the principal so decides or if they themselves make the delivery.
The simple copy is a copy that has purely informative effects, which does not bear the signature of the notary who issues it and which can be physical or electronic. It allows the consultation of data such as the notary's office where the act was processed or its date, as this is relevant information in the revocation of the power of attorney.
Granting a general commercial power of attorney online or at a Notary: advantages, price and frequently asked questions
Having introduced the meaning of general commercial power of attorney, the figure of the attorney-in-fact, as well as the role of the Notary and the documents, we will answer the most frequently asked questions about this procedure.
Make a general commercial power of attorney online with a Notary
As we mentioned at the beginning, granting a general commercial power of attorney is one of the procedures that can be carried out online.
An important reform of the notary law was approved, regarding notarial authorisation by videoconference for numerous commercial transactions and on electronic notarial protocol and electronic notarial copies. With the new Law 11/2023, of 8 May, you can process a general commercial power of attorney online, without the need to travel to the notary’s office. At JLA Notarios, we are prepared and qualified to assist you in this process, do not hesitate to contact us.
What is the price of the general commercial power?
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 number of pages it contains, the number of grantors and attorneys-in-fact, 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 the formalisation of a general commercial power of attorney deed is between €125 and €175, including VAT.
This indicative price is calculated for a document of usual content (9 pages) and with the issuance of a single authorised copy and one simple copy.
More questions related to the general commercial power of attorney
The loss of trust in the attorney-in-fact, whether due to their actions or management, may lead to the need to withdraw the power of attorney granted by the company's governing body. For this, a notary must revoke the power by deed. It is not necessary for it to be the same notary who granted the power, but the one approached will need information related to the management of the previous commercial power of attorney, such as the Notary who processed it, the date, and the protocol number. You can consult the simple copy of the power and provide it.
The revocation can be granted by the sole administrator, any of the joint administrators, and by the Board of Directors, but regarding the joint administrators, both must grant it, and it cannot be revoked by only one of the two. It can also be revoked by the new administrator, even if it was granted by the previous one, and the Shareholders' Meeting can even agree to revoke a power, authorising the attorney-in-fact to proceed with the granting of the revocation.
Regarding the issue of joint administrators, there may be some special cases. In a Resolution of the General Directorate, the case was addressed in which a company was managed by two joint administrators, and one of them, which was another company, had designated a natural person to perform the role. It is evident that the revocation of the power would require the participation of both administrators. However, in this particular case, the natural person designated by the company as administrator also acted as attorney-in-fact. This created practical difficulties in carrying out the revocation. Thus, Resolution of 15 March 2011 declared that “Although in the present case the attorney-in-fact is not properly the company appointed as joint administrator but the natural person designated by it to exercise the role of administrator, it must be understood that as long as both conditions concur in that same person (representative of that administering company and attorney-in-fact, circumstances that the Registrar may verify in the registry entries) the possibility must be admitted that said power is revoked by the mere manifestation of revocatory will of the other joint administrator, since if the consent of both administrators is required it would depend on the attorney-in-fact himself – as long as he is also the representative of one of them – the subsistence of the conferred power, so the revocability of the voluntary representation in such a case would be illusory.”
The next step will be to notify the attorney-in-fact of the revocation of power so that they hand over the authorised copy that granted them the commercial power of attorney. In the event that they do not hand it over and continue to use it, they may incur liability, including criminal liability. The person responsible for notifying the revocation of power is the Notary.
Finally, the notary who granted the power will be informed of its revocation so that it is recorded in the original document.
The attorney-in-fact of a commercial company may resign from the power by granting a deed in which their resignation is stated. This deed must be communicated to the company in a reliable manner.
The power of attorney granted is extinguished for various reasons. One of them we have already seen and it is the revocation of power. However, other reasons for the extinction of the power may occur, such as the death of the attorney-in-fact. Likewise, we find as a reason the fact that the attorney-in-fact was declared incapacitated.
In other types of powers of attorney, the attorney's authority would be extinguished as it would lose its validity. However, in the case before us, the general commercial power of attorney, being granted by a company, would not affect its validity upon the death of the principal. Thus, if the principal were to pass away, the situation remains the same since it is the company that has granted the power and it is not conditioned on the death of a director. Likewise, it is advisable to review the specific legal documents and confirm the exact terms and conditions.
It is a natural or legal person who performs, without title and without being appointed, the functions of an administrator. General attorneys face the risk of assuming the functions of the de facto administrator. This would imply the assumption of responsibilities dictated in the Capital Companies Act.
Within the group of countries signatory to the Hague Convention, the Hague Apostille allows the recognition of Spanish powers of attorney at an international level. It is an annotation on the document that certifies its authenticity in other countries.
In the event that any of the countries is not part of the Hague Convention, the international legalization procedure must be carried out.
Yes, it will be necessary to pay the fees of the Commercial Registry, as general commercial powers of attorney must be mandatorily registered in this Registry. You can handle the registration procedures yourself or hire a professional. If you hire the services of a professional, you will have to pay their fees.
At JLA Notarios we offer a comprehensive service in commercial matters, so if you wish, we can take care of the proper registration of your general commercial power of attorney on your behalf.
Make a general commercial power of attorney with JLA Notarios
Our Notary Office in Barcelona has a team of highly qualified and experienced Notaries to be able to grant a general commercial notarial power of attorney. 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 optimise the transaction times of your procedure and keep you informed of any developments during the process. Remember that you can sign a power of attorney with us from anywhere in Spain through our Digital Notary Office or by visiting the offices of our Notary Office in the Eixample, on Avenida Diagonal in Barcelona.
Get in touch with us for an initial consultation, whether to authorise a general commercial power of attorney or other matters that affect you. We will assist you throughout the process, resolving your doubts and efficiently managing your case. Book your first consultation now at JLA Notarios.
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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.
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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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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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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.
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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.
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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.
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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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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.
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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.
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.
