What the Spanish register tells you, and what it leaves out

What you would expectOne company number for life, whatever the company calls itself or wherever it moves.

What Spain doesEach provincial registry keeps a sheet (hoja) per company. A move to another province opens a new sheet with a new number; its first notice records the change of registered office and does not cite the old sheet, and the old registry publishes nothing. Name changes are published separately.

In the sampleQuarvelo Holding SL began in Barcelona in 2009 as Inversiones Lusmedra SL and moved to Madrid in 2017: a search of the Madrid registry starts in December 2017. Chapter 1

What to doSearch former names as well as the current one, and follow the company across provinces. The tax number (NIF) does not change on a move. Mapa Societario joins the sheets and names into one history.

What you would expectShareholders and people with significant control, on a public register.

What Spain doesOnly single-shareholder status is published: who the sole shareholder is, a change of sole shareholder, and the moment a company stops having one. Other shareholders are never named. The beneficial ownership register is not open to the public; access requires a legitimate interest.

In the sampleQuarvelo Logística SL had the holding as sole shareholder from 2016; since May 2022 it has more than one shareholder, and no notice says who. Chapter 4

What to doAsk the counterparty for its register of shareholders (libro registro de socios for an SL, of registered shares for an SA) and the deeds behind it. Treat a “not named” owner as an open question in the file.

What you would expectA board of directors, with authority set by the articles and board resolutions.

What Spain doesA company has one of four forms at a time: a sole administrator; joint and several administrators (solidarios), each of whom can act alone; joint administrators (mancomunados), who must act together; or a board, usually with a chief executive (consejero delegado). An apoderado holds a power of attorney: someone who can sign, not a director.

In the sampleLogística has a sole administrator; the holding a board with a chief executive; Tescavira Obras SL joint and several administrators. Chapter 2

What to doCheck the current form and the signatory’s post in an up-to-date registry extract (nota simple). If the signatory is an apoderado, ask for the deed of powers.

What you would expectAn officer record with an identifier and a partial date of birth, linking every appointment of the same person.

What Spain doesNotices print the officer’s name and post, with no identity number and no date of birth. Two people with the same name look like one; a misprint can make one person look like two.

In the sampleThe chief executive’s second surname is misprinted once (ARIETA for ARRIETA), and the same full name appears at Tescavira Obras, which is in insolvency proceedings. Chapters 5 and 6

What to doTreat a name match as a lead. Confirm identity with the person’s documents (DNI or NIE) during onboarding before relying on a link between companies.

What you would expectAccounts, filings and the company’s full record, online and free.

What Spain doesThe BORME publishes notices of registered acts. Annual accounts are filed with the registry but not published; copies, and the current extract of the sheet, are paid requests. Share capital is a commitment by the shareholders, not a measure of size: the minimum for an SL was €3,000 until 2022 and is now €1.

In the sampleThe holding’s capital rose from €3,010 to €1.95 million in three steps; the notices say nothing about turnover, profit or debt. Chapter 3

What to doOrder the latest accounts and a nota simple from the Registro Mercantil. For insolvency, check the public insolvency register as well as the gazette.