When we receive inquiries from a new company, we often see for the same reason, that the circle of persons and owners in the Spanish company is, in legal terms, not the same as the people they had the idea of were owners or board members, simply because formalities have been arranged without regard to Spanish rules. This could, for example, be the transfer of shares, a change of the composition of the board of directors or the conclusion of Shareholders´ agreement via Scandinavian private documents and not through notarial Spanish “escrituras”.
Equally often, we come across companies that have not held the annual general meeting with approval of the annual accounts, which is why the company’s registration sheet has been closed for further registrations in the Spanish company register. A situation that is otherwise taken quite seriously in Scandinavia, where the consequence would be a forced dissolution of the company.
In Spain, the requirements for documentation, stamps and formalities are noticeable. This means that both the company´s foundation and most other company dispositions must pass a Spanish notary before they can be registered properly.
The easiest and most flexible solution to this is to appoint a Spanish lawyer as secretary of the board “secretario no miembro”, who can sign and certify notarial documents on behalf of the board and the general meeting such as approval of the annual accounts and amendments to the articles of association.
Zafo Law is the board secretary of several Scandinavian subsidiaries in Spain. Should we be that for your company as well?
Since the foundation of Zafo Law in 2004, the office has gained exceptional experience in advising Scandinavian clients on Spanish legal matters. The most of cases dealt with by Zafo Law contain an international element involving one of the Scandinavian countries.
Vicente Sebastián Ruiz
Managing Partner and Abogado (spanish attorney-at-law)
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