The process for registering a company in the Companies Register
Every company must go through the Commercial Register in Spain for its incorporation. This procedure is not only necessary at the moment of starting a business, but it is also important to understand its significance, so that this register will help us in the future management of the company itself.
In the following, we will analyse how to register a company in the commercial register and its implications.
What is the Commercial Register
The Commercial Register is an institution in charge of registering and publishing acts and documents related to the business and commercial activity of a company.
Its main function is to provide legal certainty and transparency in commercial relations, as well as to ensure compliance with commercial and legal regulations.
The information registered in the commercial register is public and can be accessed telematically with an electronic certificate or by visiting the commercial register offices.
There is a commercial register in each Spanish province.
Various acts and documents are registered in the Mercantile Register, such as:
- The incorporation of companies,
Amendments to the articles of association, - Mergers, dissolutions,
- Appointment and dismissal of directors,
- Filing of annual accounts
This information is publicly available, allowing third parties to know the legal and financial situation of the companies with which they wish to do business.
The Commercial Registry operates under the supervision of governmental authorities and is usually organised at provincial or autonomous community level in Spain.
How to register a company in the Commercial Register
Registering a company in the Commercial Register is a fundamental step in the process of incorporating a company.
Below, we detail the basic steps to carry out this process:
- Choosing the type of company: Before proceeding to registration, it is necessary to determine the type of company to be incorporated.
In Spain, the most common forms are:
- the Limited Liability Company (S.L.)
- the Sociedad Anónima (S.A.),
although there are also other options such as
- the Limited Company with
- Successive Formation (S.L.F.S.) or the Sociedad Civil (S.C.).
- Preparation of the necessary documentation: The company’s articles of association, which are the set of rules that will govern its internal functioning, must be prepared.
In addition, the public deed of incorporation of the company needs to be drawn up, which will include the articles of association and other relevant details about the company.
- Obtaining the Tax Identification Number (NIF): Before formalising the incorporation of the company, the NIF must be obtained from the State Tax Administration Agency (AEAT). This number will serve to identify the company before the tax authorities.
- Signing of the deed of incorporation: Once the documentation has been prepared, the public deed of incorporation is signed before a notary. This document sets out the details of the company, such as the name, registered office, corporate purpose, share capital and the identity of the partners.
- Registration in the Commercial Register: Finally, the deed of incorporation and other necessary documents are filed with the Commercial Register corresponding to the company’s registered office. The registry verifies the legality of the documents and proceeds to enter the company in the register, assigning it a company identification number.
Once these steps have been completed, the company acquires legal personality and can start operating legally.
It is important to follow legal procedures and comply with all required formalities to ensure the validity and legality of the company.
Why is it necessary to register a company in the Commercial Register?
The registration of a company in the Commercial Register is a fundamental legal requirement that provides legal certainty and transparency in business relations.
Upon registration, the company acquires legal personality and becomes an entity recognised by the authorities and the general public.
This registration means that the company complies with the legal and commercial regulations in force, which helps to build trust among its customers, suppliers and business partners.
In addition, registration in the Commercial Register means that information about the company, such as its corporate name, corporate purpose, administrative bodies, share capital, etc., is made public.
This allows third parties to consult and verify the legal and financial situation of the company, which is particularly relevant in commercial and financial transactions.
Entry in the Commercial Register can have significant implications for the future of the company.
For example, it makes it easier to obtain financing, as financial institutions often require the submission of articles of association and commercial registration as part of the risk assessment process.
Likewise, registration in the Commercial Register is a prerequisite for various business procedures and operations, such as amendments to the articles of association, capital increases, mergers, dissolutions, among others.
Registration in the Commercial Register is a crucial step in the establishment and legal development of a company, with important implications for its present and future.
At Asesoría Orihuela Costa we are at your side throughout the whole process of incorporating your company, so that you can establish your project from the beginning.
