Constitution of Companies:

The constitution of a company is the legal transaction by which a company is created in the legal world, allowing it to act on its own and have a separate existence from its partners.

It is advisable to grant the act of the real owner together with the company's constitution, as this document will be necessary for the company to carry out any act with tax significance.

Appointments and Removals of Administrators:

This is the social agreement where new members of the administration body are appointed or an existing administrator is replaced following the dismissal of previous administrators or the annulment of a previous appointment.

Change of Registered Office:

This refers to a modification of a company's bylaws, which involves relocating the company's registered office within the national territory or abroad.

Sale of Shares and Social Stakes:

This is the agreement whereby a shareholder sells all or part of their stake in a company to another person, whether or not they are a shareholder, in exchange for compensation.

Modification of Corporate Bylaws:

This is the deed that makes public all social agreements that involve modifying any articles within the bylaws.

Increase or Reduction of Capital:

This deed records the social agreement whereby the company’s capital is increased or reduced by the will of the shareholders. The deed should specify the amount of the capital increase or reduction, the method of change, the entry or exit of new shareholders, and possible limitations on certain rights.

Mergers:

A merger is the union of the assets, rights, obligations, and contractual relations of two or more companies through the prior agreement of the shareholders of the merging entities. This leads to the integration of the companies into one entity.

Spin-offs (Escisions):

A spin-off involves a social agreement in which part of a company's assets and liabilities are transferred to another company or companies in exchange for compensation. The original company continues to exist, but without the spun-off portion.

Change of Corporate Type:

This is the public deed recording the social agreement by which the corporate type (e.g., SL, SA, SC) of a company is changed to a new one. While the company remains as such, it will now be governed by the rules of the newly chosen type.

Dissolution and Liquidation of Companies:

Just like individuals, companies also have a life cycle. Through dissolution, a company is legally extinguished by agreement of the shareholders. This process requires the prior payment of debts and the distribution of the remaining assets among the shareholders, followed by formalization in a public deed. Some cases are straightforward, while others can be more complex.

Required Documentation for Company Constitution:

• ID (DNI) of the shareholders.

• Marriage regime (if applicable).

• If a company is involved, powers of attorney or the appointment of current administrators.

• Certificate of the company name from the Central Commercial Registry, dated within two months before the constitution. One of the shareholders must be listed as the applicant.

• Bank certificate of the capital deposit into the account opened in the company's name, showing the amount, the shareholder’s details, and the capital contribution.

• Provisional CIF (Tax Identification Code) of the company being constituted. If not available, it can be requested directly from the notary.

• Bylaws the company will adopt. If not available, standard models are provided.

• People who will hold administrative positions in the company.

• For SLNE constitution, please contact the Notary beforehand.