Country: SPAIN-REGISTROMERCANTIL CENTRAL

PART 1 – OVERALL ORGANISATION AND PROCEDURES
Registration authority and jurisdiction
Name of registration authority: / REGISTRO MERCANTIL CENTRAL
Number of registration offices: / REGISTROMERCANTIL CENTRAL (FOR COMPANY NAMES), AND OTHER PROVINCIAL REGISTRIES (TO REGISTER STATUTES OF COMPANIES)
Jurisdiction of registration offices / THE REGISTRO MERCANTIL CENTRAL IS THE CENTRAL REGISTER TO ASK NAMES FOR ANY COMPANY IN SPAIN, AND SUMMARIZES THE BASIC INFORMATION OF REGISTERED COMPANIES IN OTHER PROVINCIAL REGISTRIES.
OTHER PROVINCIAL REGISTRIES HAVE JURISDICTION OVER THEIR OWN PROVINCE.
Contact details for general enquiries / REGISTRO MERCANTIL CENTRAL
C/ PRINCIPE DE VERGARA, 94
28006 MADRID. TEL. +34915631252.
FAX. +34915637869
MAIL
Are any functions sub-contracted to other bodies? (If so, please give details.) / THERE ARE NO FUNCTIONS SUBCONTRACTED TO OTHER BODIES
Is there a single access point (or ‘one-stop shop’) for entrepreneurs establishing a new business? / THEY CAN FIND INFORMATION IN IF THEY WANT TO CONSTITUTE A COMMERCIAL COMPANY, AND SEND THEIR APPLICATION THROUGH OUR WEB PAGE.
Is there a single registration form for all types of business? / IF WHAT THEY WANT TO CONSTITUTE IS A COMMERCIAL COMPANY, THERE IS A SINGLE REGISTRATION FORM TO APPLY FOR THE NAME.
Incorporation (legal entities) – see Part 2 for list of entities
Which methods of application are available? (For instance, web-based, e-mail, fax, post, personal application). / THE METHODS OF APPLICATION ARE: WEB PAGE, ORDINARY POST, CERTIFIED POST, MESSENGER AND PERSONAL APPLICATION.
Where it is possible to find out what is needed for incorporation? (For instance, a web site, guidance notes, a lawyer) / YOU CAN FIND INSTRUCTIONS FOR APPLICATION IN OUR WEB PAGE OR CALLING THE REGISTRO MERCANTIL CENTRAL AND ASKING TO SPEAK WITH A LAWYER. (TEL. +34915631252).
Is information available in the same way on other aspects of setting up a business (such as licensing, taxation, financing, employment)? / NO. THAT INFORMATION IS AVAILABLE IN OTHER TYPES OF OFFICIAL BODIES.
How can an applicant check whether a name is available? (For instance, from a web site, by telephone enquiry, by personal visit) Is there a fee for the service? / FROM A WEB SITE OR BY PERSONAL VISIT.
THERE IS AN OFFICIAL TAX OF 1,50 EUROS (PLUS V.A.T.) FOR A SEARCH OF THREE POSSIBLE NAMES FOR A COMPANY.
Can an applicant check the proposed name against registered trademarks? If so, how? / NO. AN APPLICANT CANNOT CHECK REGISTERED TRADEMARKS IN OUR DATABASE.
Is it possible to reserve a name? If so, for how long? Is there a fee for this service? / A NAME CAN BE RESERVED FOR 15 MONTHS AGAINST THIRD PERSONS. THERE IS AN OFFICIAL FEE OF 6 EUROS (PLUS VAT) FOR THIS SERVICE, IF THE NAME IS APPLIED IN OUR OFFICES, BY POST OR MESSENGER. (PLUS COST OF MESSENGER TO SEND IT).
IF THE NAME IS ASKED FOR BY THE WEB PAGE, THE FEE IS OF 12 EUROS (PLUS VAT AND THE COST OF MESSENGER).
Is it necessary to use a notary? If so, what does the notary do (for instance, prepare documents or just witness signatures)? / AFTER THE RESERVATION OF THE NAME, THE STATUTES OF THE COMPANY ARE PREPARED IN A PUBLIC NOTARY.
Is it necessary (or usual) to use any other type of intermediary? If so, what is their function? / AFTER THE PREPARATION OF STATUTES OF CONSTITUTION OF THE COMPANY, THESE ARE TAKEN TO THE MERCANTILE PROVINCIAL REGISTRY TO BE REGISTERED.
What is the minimum capital (if any) required for a company to be incorporated? If this varies according to the type of company, please explain. / IT VARIES ACCORDING TO THE TYPE OF COMPANIES: EX. SOCIEDAD ANÓNIMA (Public Limited Company): 60101,21 EUROS (MINIMUM CAPITAL), SOCIEDAD LIMITADA (Private Limited Company): 3005,0605 EUROS(MINIMUM CAPITAL)
How long does it take to process the registration (from the time it is received to the time the certificate or confirmation of registration is issued)? Are there public targets? (If so, are these set by the legislation? What happens if they are missed?) / ACCORDING TO ARTICLE 411 RRM (RULE OF THE MERCANTILE REGISTER), CERTIFICATIONS MUST BE EXPEEDED IN THREE WORKING DAYS FROM THE TIME THE APPLICATION IS RECEIVED.
What fees are payable for incorporation? / A NAME CAN BE RESERVED FOR IN THE REGISTROMERCANTIL CENTRAL. THERE IS AN OFFICIAL FEE OF 6 EUROS (PLUS VAT) FOR THIS SERVICE.
IF THE NAME IS ASKED FOR BY THE WEB PAGE, THE FEE IS OF 12 EUROS (PLUS VAT).
May the company start business as soon as the registration is completed (or does it need to ‘register’ with other bodies first)? / AFTER THE RESERVATION OF THE NAME, THE STATUTES OF THE COMPANY ARE PREPARED IN A PUBLIC NOTARY.
AFTER THE PREPARATION OF STATUTES OF CONSTITUTION OF THE COMPANY IS COMPLETED, THESE ARE TAKEN TO THE MERCANTILE PROVINCIAL REGISTRY TO BE REGISTERED.
Does the registry inform other government bodies that registration has taken place? If so, which bodies (for instance, tax authority, statistical office, social security etc)? If so, how is this done (electronic transfer or other means)? / NO. THE REGISTER DOES NOT INFORM TAX AUTHORITIES OR THE SOCIAL SECURITY OF THE REGISTRATION OF A COMPANY.
Do other bodies have direct access to the registry database? If so, which bodies? / ANY OFFICIAL BODY OR ENTREPRENEUR CAN MAKE SEARCHES IN THE REGISTRIES´ DATABASES WHEN THE COMPANY HAS BEEN REGISTERED, TO SEE THE BASIC DATA OF THE COMPANY PUBLISHED IN THE OFFICIAL BULLETIN.
Registration (individuals and non-legal entities) – see Part 2 for list of entities
Methods of registration (electronic, post, personal application) / INDIVIDUAL ENTREPRENEURS ARE REGISTERED IN THE MERCANTILE REGISTRY WHERE THE ENTREPRENEUR IS GOING TO DEVELOP ITS MAIN ACTIVITY. THE PROVINCIAL MERCANTILE REGISTRIES COULD INFORM YOU BETTER ABOUT THE PROCESS OF REGISTRATION OF INDIVIDUAL ENTREPRENEURS.
AS TO NON-LEGAL ENTITIES, THEY ARE NOT REGISTERED IN A MERCANTILE REGISTRY. WE CANNOT GIVE YOU DETAILED INFORMATION ABOUT THEIR METHOD OF REGISTRATION.
Time to process registration / ----
Registration fee / ----
May the company start business as soon as the registration is completed (or does it need to ‘register’ with other bodies first)? / ----
Information provided by the registry to other government bodies. / ----
Other filings
When are company accounts due? / THE DEPOSIT OF THE COMPANY ACCOUNTS IS ANNUAL, AND REFLECTS PROFITS AND LOSSES OF THE COMPANY IN THE PAST YEAR.
BUT DETAILS ABOUT IT SHOULD BE ASKED TO THE PROVINCIAL MERCANTILE REGISTRIES, WHERE THE DEPOSITS OF ACCOUNTS ARE FILED.
Is there a standard year-end for accounts? / ----
Are there any other annual (or periodic) filings? / ----
Are mortgages or charges against company property filed on the company file (or elsewhere)? / MORTGAGES OR CHARGES AGAINST COMPANY PROPERTY ARE NOT FILED ON THE COMPANY FILE IN THE MERCANTILE PROVINCIAL REGISTRY.
THEY ARE FILED IN THE LAND REGISTRIES (REGISTROS DE LA PROPIEDAD)
What services are available for electronic filing? / COMPANIES WHICH MUST REGISTER THE DEPOSIT OF ACCOUNTS IN THE PROVINCIAL REGISTRY CAN DO IT ELECTRONICALLY (BY A DISKETTE).
Apart from incorporation documents, which documents can be filed electronically? / OTHER DOCUMENTS (DIFFERENT FROM THE DEPOSIT OF ACCOUNTS) –STATUTES OF CONSTITUTION OF THE COMPANY, NAMING OF ADMINISTRATORS, DISOLUTION, ETC-, ALTHOUGH THEY ARE REGISTERED BY THE COMPANY IN THE MERCANTILE PROVINCIAL REGISTRY IN A PAPER-BASE, THE MERCATILE PROVINCIAL REGISTRY SUMMARIZES THEM AND SENDS THEM ELECTRONICALLY TO THE REGISTRO MERCANTIL CENTRAL, TO BE PUBLISHED IN THE OFFICIAL GAZETTE OF THE REGISTRIES.
How is electronic filing authenticated? / ----
Official Gazette
Gazetting arrangements / THE MERCATILE PROVINCIAL REGISTRY SUMMARIZES THE BASIC INFORMATION ABOUT COMPANIES (CONSTITUTION, NAMINGS OF THE BOARD OF DIRECTORS AND LEGAL REPRESENTANTS, SUSPENSION OF PAYMENTS, MERGERS, YEAR OF THE DEPOSIT OF ACCOUNTS FILED, DISOLUTION, ETC), AND SENDS IT ELECTRONICALLY TO THE REGISTRO MERCANTIL CENTRAL, TO BE PUBLISHED IN THE OFFICIAL GAZETTE OF THE REGISTRIES (BOLETÍN OFICIAL DEL REGISTRO MERCANTIL).
Company information
Web site address /
Company data provided free on web site / THE COMPANY DATA PROVIDED FREE ON THE WEB SITE ARE STATISTICAL DATA.
Company data provided from web site against payment / BASIC INFORMATION ABOUT COMPANIES (CONSTITUTION, NAMINGS OF THE BOARD OF DIRECTORS AND LEGAL REPRESENTANTS, SUSPENSION OF PAYMENTS, MERGERS, YEAR OF THE DEPOSIT OF ACCOUNTS FILED, DISOLUTION, ETC), IS PROVIDED AGAINST PAYMENT. THE TAX IS OF 1, 50 EUROS (PLUS VAT), FOR EACH COMPANY´S BASIC REGISTERED INFORMATION PROVIDED.
Payment methods (accounts, credit cards etc) / USERS WHO HAVE SIGNED AN AGREEMENT WITH THE REGISTRO MERCANTIL CENTRAL PAY PREFERABLY THROUGH A BANK ACCOUNT IN SPAIN, OR IF NOT, BY BANK TRANSFER.
USERS WHO HAVE NOT SIGNED AN AGREEMENT WITH THE REGISTROMERCANTIL CENTRAL, CAN PAY BY CREDIT CARD FOR THE INFORMATION THEY SEARCH FOR IN OUR WEB.
Company data available in other ways / COMPANY INFORMATION IS NOT ALWAYS PROVIDED ELECTRONICALLY. IT IS ALSO AVAILABLE IN PAPER, THROUGH A SIMPLE INFORMATIVE NOTE, WHICH IS DISPATCHED PERSONALLY IN OUR OFFICES, OR CAN BE ASKED FOR BY FAX, POST OR MESSENGER AND IS SENT BY MESSENGER TO THE APPLICANT.
Does the registry participate in the European Business Register (a) as a data supplier, (b) as a data distributor, (c) as a member of EBREEIG? / THE REGISTROMERCANTIL CENTRAL PARTICIPATES IN THE EUROPEAN BUSINESS REGISTER AS A MEMBER OF EBREEIG.
Any other information
Does the enclosed summary of the procedures necessary to establish a new business as a limited company accurately reflect the current situation? / In our web page you will find summarized the current procedure to apply to this Registro Mercantil Central for the name of a new company.
Is there anything else you would like to add to help us understand how your procedures work? (Please send us other documents if this helps.) / For further information please visit our web page

PART 2 - TYPES OF BUSINESS REGISTERED AND LEGISLATION GOVERNING REGISTRATION

Type of entity / Principal legislation / No. on register / No. incorporated in previous year / Comments
Date/year / 31.12.04 / 2004
Legal entities:
SOCIEDADESANONIMAS (PUBLIC LIMITED COMPANIES) / TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANÓNIMAS DE 22/12/89 / 315.393 / 2.218
SOCIEDADES LIMITADAS (PRIVATE LIMITED COMPANIES) / LEY 2/1995 DE 23 DE MARZO DE SOCIEDADES DE RESPONSABILIDAD LIMITADA / 1.589.051 / 123.595
OTHER TYPES OF ENTITIES (SOCIEDADES COLECTIVAS, COMANDITARIAS, ETC.) / ARTS 125-157 DEL CODIGO DE COMERCIO / 80.916 / 6.365
Other types of business requiring registration:
PART 3 – DETAILS
Input of information
Formats of documents and information received from applicants, entrepreneurs and legal entities / YES / NO / Remarks
NO
Paper
Printed registration form completed by hand / YES
Printed registration form completed on typewriter / YES
Printed documents in free format (statutory documents, accounts, meeting protocols) / NO
Hand written documents / YES
Certified copies of documents / NO
Electronic
Electronic files in RTF, Word, Excel, Lotus, PDF or other electronic format / NO
Electronic forms filed through web-sites / YES
Electronic forms filed through proprietary software / NO
SMS / NO
e-mail / NO
Scanned documents in TIF, JPEG, GIF, BMP, PDF or other formats / NO
Information in proprietary formats transmitted through EDI systems (such as ETABAC 3) / NO
Information processes - Information systems structure
Is there a single (unified) national register? / YES
Is there a single registration/ID number for each entity which is used by all government offices? / NO
Is all the information about business entities in the register held in electronic form? / YES
Is there a single electronic access point for all requests of registration of new entities? / YES
Are all documents scanned and stored in electronic format? / NO
Are documents authenticated by an electronic signature? / YES
Do you use Open Standards of network protocols (such as TCP/IP) for internal and external interchange of information? / YES
Do you use XML formats for interchange of data within the register? / YES
Do you use XML formats for interchange of data with external public authorities (ex. Tax, Statistics, Social Security) and other partner organisations? / YES
Output of information after registration stage / YES / NO / Remarks
Free of charge access to basic information about registered business entities on web site of register / NO
Possibility to order by phone information / documents from register with payment by credit card / NO
Possibility to order information / documents from web site of register with on-line payment by credit card / YES
Submission of annually requested information to register from business entities by sending electronic documents (RTF, Word, Excel, Lotus, PDF or scanned images of documents in TIF, JPEG, GIF, PDF, BMP) by e-mail / NO
Submission of annually requested information to register from business entities by uploading electronic documents (RTF, Word, Excel, Lotus, PDF or scanned images of documents in TIF, JPEG, GIF, PDF, BMP) to web server of register / NO
Submission of annually requested information to register from business entities by filing electronic forms on web site of register / NO
Authorisation to register a domain name with national extension (ex. ENTITY_NAME.FR, ENTITY_NAME.CO.UK,) only to business entities registered in register with the same names / NO
Cooperation with partners
Automatic updating of data in Statistics Authority databases / NO
Automatic updating of data in Tax Authority databases / NO
Automatic updating of data in Pension Fund databases / NO
Automatic updating of data in Social Security databases / NO
Automatic updating of data in Employment Department authority databases / NO
Publishing of notices about dissolved business entities / WE DO NOT PUBLISH “NOTICES” ABOUT DISSOLVED BUSINESS ENTITIES, BUT WE CAN EXPEED A SIMPLE INFORMATIVE NOTE ABOUT A DISSOLVED ENTITY, IF WE ARE GIVEN THE NAME OF THE ENTITY SEARCHED BY THE APPLICANT OF THE INFORMATION
Publishing of notices about business entities in process of dissolution / WE DO NOT PUBLISH “NOTICES” ABOUT BUSINESS ENTITIES IN PROCESS OF DISSOLUTION, BUT WE CAN EXPEED A SIMPLE INFORMATIVE NOTE ABOUT A DISSOLVED ENTITY, IF WE ARE GIVEN THE NAME OF THE ENTITY SEARCHED BY THE APPLICANT OF THE INFORMATION
Customer satisfaction measurement
Availability of permanent or periodical statistical information about business entities in register / YES
Use of analytical tools in order to evaluate data about business entities in register / NO
Electronic tools for measurement of customer satisfaction (ex. forums, on-line surveys) / NO
Contact point for enquiries about this form
Name / DIANARODRIGUEZGARCIA
Position / HEAD OF INFORMATION DEPT.
Address / REGISTRO MERCANTIL CENTRAL
C/ PRINCIPE DE VERGARA, 94
28006 MADRID
Telephone / 91-5623841
e-mail /

Thank you for providing this information.

Please e-mail the completed form to

This project is funded by the European Union.

2004-EU/UKR-03:

Support to the Development of the State Registration System of Legal Person and Natural Persons – Entrepreneurs

Project implemented by HTSPE Limited and Hypodomi Consulting S.A.

DavidWalke, VladimirAbramytchev, March 2005