BackThe digitalization of mercantile registries and legal reforms in Spain mark significant progress towards a more efficient public administration and a society in tune with the digital age. These changes, in line with the European Directive, aim to speed up business processes, improve access to information, and strengthen legal certainty. Despite challenges, legal modernization is crucial for economic recovery and reinforcing the rule of law in today’s context.
Transposition of the European Directive
For years, the Spanish legal system has been immersed in a process of modernization, seeking to adapt to the demands of an increasingly digitalized society. One of the fields most impacted by this transformation has been the property, commercial and private property registry. Article 19 of Law 14/2013 on Entrepreneurs laid the foundations for this evolution, requiring these registers to be kept in electronic format through a single computer system. However, despite intentions, implementation has been delayed, and significant steps towards digitalization have only recently been taken.
The digital transformation accelerated with the transposition of Directive (EU) 2019/1151 of the European Parliament and of the Council. This Directive, which aims to facilitate the incorporation of companies “online,” prompted a profound reform of the notarial function and the mercantile registry. Its transposition deadline expired on 1 August 2021, and since then, Spain has been working to bring its legal framework into line with EU requirements.
The most relevant legal amendments that have been implemented in Spain, in line with Directive (EU) 2019/1151 and in pursuit of the digitalization of mercantile, notarial, and movable property registries, include significant changes to the Entrepreneurs Law, the Notaries Law and the Commercial Code:
-
Reform of the Entrepreneurs Law:
The amendment to the Entrepreneurs Law focuses on Article 22, which regulates the Consumer Attention Points (PAE) and their functions. This reform expands the powers of the PAE, which can now carry out procedures related to the incorporation of companies and subsequent acts. This considerably simplifies the process of starting and running a business, as entrepreneurs can conduct multiple procedures in one place, thus streamlining procedures and reducing bureaucracy.
In addition, the reform also allows entrepreneurs to use the Single Electronic Document (DUE) in their dealings with notaries and mercantile registries. The DUE is an instrument that facilitates the creation and registration of companies in a more agile and efficient way.
-
Reform of the Notaries Act:
The most significant change in the Notaries Act is the introduction of the possibility of granting and authorizing deeds via videoconference in certain legal acts or transactions. These acts include:
- Commercial policies.
- The incorporation of companies, appointments, and powers of attorney, provided that they do not involve non-monetary contributions to the share capital.
- Powers of attorney for lawsuits or to act before the Public Administrations and electoral powers.
- Special powers of attorney.
- Revocation of powers of attorney, except for preventive powers. • Letters of payment and cancellations.
- Meeting minutes and minutes of reference.
- Testimonies of legitimization of signatures.
- Wills in the event of an epidemic, provided that confinement is declared.
In order to conduct these grants by videoconference, the electronic identification systems provided for in Article 9 of Law 39/2015, on Common Administrative Procedure for Public Administrations, shall be used. Furthermore, if any of the grantors does not have an electronic signature, an “ad hoc” one will be provided free of charge.
The reform establishes that the notary may refuse to use videoconferencing if the requirements established in the Law on Notaries are not met or if there are doubts about the identity and free expression of the will of the parties or other causes that justify its refusal.
-
Reform of the Commercial Code:
The Commercial Code has also undergone substantial amendments:
- Interconnection of registers and free publicity: Article 35 of the Law establishes the interconnection of the Business Register with the European Central Platform. Through this platform, free information will be provided on general data on companies, their status, administration,and other details. This information will be useful for companies, entrepreneurs and persons interested in knowing the status of a company.
- Information points: A new paragraph is added to Article 17 of the Commercial Code allowing the Government and, in some cases, the European Commission to establish additional information points connected to the European Central Platform. These information points will facilitate access to company data and improve market transparency.
It is important to note that, despite the fact that certain information is free of charge, relevant data, such as the company’s capital or the content of the articles of association, is excluded, thus ensuring the protection of certain confidential information.
Conclusion
The digital transformation of business registers and legal reform in Spain are significant steps towards a more efficient public administration and a society more adapted to the digital age. These reforms, in line with the European Directive, aim to streamline business procedures, provide more accessible information, and improve legal certainty. Despite some challenges and outstanding issues, legal modernization is essential for economic revival and strengthening the rule of law in the current context. Digitalization is a path that has no way back, and Spain is moving in the right direction to embrace the future in an effective and sustainable way.
B Law & Tax International Tax & Legal Advisors.
“In B LAW&TAX we specialize in international tax advisory services for both companies and individuals. If you would like to obtain further information, we would be delighted to assist you at 917817194 or at info@blaw.es”
