Reform of the Spanish Capital Companies Law of May 2023

Incorporation of a company 100% online

19 / Oct

The Spanish legislator has finally joined the other European countries that have implemented a system of digitalization of certain public procedures. In this case we will focus on the digitalization of the incorporation of a company, although it is not the only procedure that can be carried out online.

Why is an online form of incorporation being implemented?

 The reform of the applicable laws for company formation is based on Directive (EU) 2019/1151 of June 20th, 2019, which requires Member States to adapt their legislation in an attempt to harmonize the possibilities for parties to carry out certain formalities remotely, 100% online. This is part of the “Strategy for Europe’s Digital Single Market”.

The legislator has implemented the requirements of the Directive in Law 11/2023 of May 8th, 2023, together with the implementation of three other Directives. It should have been done already last year, but better late than never.

How to incorporate a company online?

For the incorporation of the company you have to follow the same steps as when incorporating a company in person. The difference is that the signature before the notary will take place by videoconference and the presentation of the documentation before the Company Registry will also take place electronically.

Whether you sign in person or online, you have to obtain the necessary documentation and sign a deed of incorporation together with the bylaws. For this purpose, the government will provide templates which will be published in Spanish and English.

In order to do the incorporation online, the following requirements must be met:

  • Incorporating a Limited Liability Company (SL);
  • Make monetary contributions electronically or defer payment by means of a declaration of liability of the partners;
  • Sign by videoconference and by means of a specialized electronic signature system.

If the templates provided by the State are used, the registration in the Companyl Registry will be carried out within 6 working hours following the presentation of the documentation. If the templates are not used, the deadline will be five working days from the day following the day of filing.

Adaptation of notaries

According to the regulations it must be possible to sign at any notary’s office. For this purpose, the notary’s office has to adapt its system to the digitalization. As seen with other matters established by law, it is likely that not all notaries will implement such a system and therefore it will probably not be possible to sign in all notary offices. If you are interested in signing an S.L. incorporation online, you can contact us so that we can assist you in the process of collecting the documentation and finding a notary for the signature.

Selena Escandell Beutick