Regulations and purpose
Regulations governing the Business Registry
- General provisions set forth in the Commercial Code of 1885.
- Royal Decree Law 1/2010 of 2 July 2010, on Capital Companies. Act 3/2009 of 3 April 2009 on structural changes. Specific legislation corresponding to certain companies based on the specific business activity they carry out (financial institutions, insurance companies, electrical sector leasing companies)
- Business Registry Regulations of 19 July 1996. Work is now in progress on drafting a new wording for the Regulations.
The following are registered in the Business Registry:
- Individual entrepreneurs
- Trading companies
- Civil companies
- Financial institutions and insurance companies and mutual guarantee companies
- Collective investment institutions
- Economic interest groups
- Savings banks
- Pension funds
- The branches of any of the above
- Foreign company branches
- Foreign companies transferring their domicile to Spain.
- All companies wanting to carry out trading activities, providing their acquisitions, mediated or sales turnovers are higher than 600,000 euros.
Purpose of the Business Registry
The incorporation of trading companies is the first entry in a company's registry history. After this, the acts and contracts related to each compant are recorded (share capital increase or decrease, changes in the management structure, appointments or removals of directors or legal representatives, bankruptcy situations of the company, legal actions to challenge company articles)
The accounting records: entrepreneurs and companies are obliged to keep a series of accounting records which must be presented to the Business Registry in the area where they are based, for legalisation by the business registrar. This presentation must be made within four months of the close of each company's business year. Therefore, companies closing their business year on 31 December must usually present them before 30 April.
Depositing of annual accounts of entrepreneurs and other entities obligted to deposit them: maintaining of annual accounts based on the General Accounting Plan is obligatory. The accounts must be approved by the shareholders or partners within six months from the close of the business year and once approved, they must be presented within the month following approval for legalisation in the respective Business Registry. Thus, normally, companies whose yearly closing date is 31 December and who have approved accounts on 30 June must deposit them before 31 July. Processing of the files for designating auditrs and experts: any shareholder holding 5% of the share capital in a company is entitled to ask for the designation of an auditor by the Business Registry of the place where the company's registered office is located within three months from the close of the year. In companies whose yearly closing date is 31 December, partners or shareholders with 5% are entitled to request the appointment of an auditor no later than 31 March of the following year. The Business Registrar in the place where the company has its registered office may also be requested to appoint business experts, in the case of making non-monetary contributions and in cases of spin-offs and mergers.