Practical Guide to the Commercial Registry: Obligations, Formalities and Benefits

Imagine that you just founded a company together with other partners and you need to open a bank account in the name of the company. The bank asks you for the deed of incorporation and its registration in the Commercial Registry. Without this step, you won't be able to operate normally. But this isn't the only reason why an entrepreneur might have to go to the Commercial Registry. Do you know what other formalities are required and how they affect your business?

In this article, we will analyse the most important aspects of the Regulations of the Commercial Registry and their impact on business activity.

Written by Abigail Sked

Paralegal

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oBLIGATIONS, FORMALITIES AND BENEFITS

Abigail Sked, Paralegal

What is the Commercial Registry?

The Commercial Registry is a key institution within the Spanish legal system, as it has the function of publicising the acts and legal situations of entrepreneurs and commercial companies. Its regulation can be found in the Regulations of the Commercial Registry (Reglamento del Registro Mercantil (RRM)), approved by Royal Decree 1784/1996, of July 19, 1996. This regulation establishes the operation, registration procedures and obligations of entrepreneurs and companies. Its main purpose is to guarantee legal certainty and transparency in commercial relations.

Main functions of the Commercial Registry

The Commercial Registry has several essential functions, among which the following are worth highlighting:

1. Registration of entrepreneurs and companies: Every company or commercial company must be registered in the Commercial Registry corresponding to its registered office.

Consult our services of Incorporation of Companies, if you have not yet created your company.

1. Filing of annual accounts: Commercial companies are obliged to file their annual accounts to ensure financial transparency.
2. Legalisation of books: Accounting books and minutes books* must be presented for legalisation.
3. Appointment and dismissal of directors: Any change in the administration of a company must be registered in the Commercial Registry.
4. Commercial publicity: Anyone can consult the information contained in the Registry, which reinforces the security of commercial transactions. This means that you can also consult corporate information and even the annual accounts of other companies.

Contact us if you need to know what information about your company is contained in the Register or if you are interested in finding out information about another company.

*The deadline is approaching! Have you already filed your company's minutes books from last year with the Commercial Registry? The deadline is the end of April. Contact us now and we'll prepare and file the books for you.

Who is obliged to register with the Commercial Registry?

All commercial companies (S.A., S.L., among others), as well as credit and insurance companies, are obliged to register. Branches of foreign companies operating in Spain must also comply with this requirement. For individual entrepreneurs, registration is voluntary, although it can bring benefits in terms of image and credibility.

Registration procedure

The registration process at the Commercial Registry follows these steps:

1. Application for registration: An application is submitted together with the necessary documentation.
2. Review and registry qualification: The registrar verifies that the documentation complies with the regulations.
3. Registration and publication: Once approved, it is registered in the Commercial Registry and published in the Official Gazette of the Commercial Registry (Boletín Oficial del Registro Mercantil (BORME)).

Summary

The Commercial Registry is a fundamental institution for the correct functioning of the corporate traffic in Spain. Compliance with the Regulations of the Commercial Registry is essential to ensure legal certainty and transparency in the business environment. Having the advice of lawyers specialised in corporate law is key in order to ensure compliance with the Registry obligations and avoid possible sanctions.

If you need advice on filing documents with the Commercial Register or any other aspect of corporate law, CONESA LEGAL is here to help you.