Change of director and address of an SL in Spain

A new director of an SL is appointed by the general meeting (art. 214 LSC), which may also remove the current director at any time, even if the item is not on the agenda (art. 223 LSC). The appointment takes effect on the new director's acceptance and must be filed for entry in the Registro Mercantil within 10 days of acceptance (art. 215 LSC). The entry makes the change public for banks, the tax agency and counterparties.

Change of director

Unless the bylaws require more, appointment and removal are decided by ordinary majority; for removal the bylaws of an SL may require a reinforced majority of no more than two thirds of the votes (art. 223.2 LSC). In a single-member company the sole shareholder takes the decisions. The director may be an individual or a legal entity and need not be a shareholder (art. 212 LSC). The bars in art. 213 LSC concern lack of capacity, insolvency disqualification and convictions for the listed offences. The law requires neither Spanish nationality nor residence.

Documents for a change of director

• resolution of the general meeting or the sole shareholder on the appointment and removal;
• acceptance by the new director. The registry accepts a certificate of the minutes with notarised signatures, a notarial copy of the minutes or an escritura; an acceptance given separately is filed as a document with a notarised signature (arts. 141–142 of the Registro Mercantil Regulation);
• NIE or NIF of the new director; for a foreigner this is the NIE or an NIF starting with M (art. 20 RD 1065/2007);
• powers of attorney if representatives sign;
• apostille and sworn translation for documents from Ukraine or other countries.

If the form of management itself changes (for example, from a sole director to two several directors), the resolution is made by escritura and registered (art. 210.4 LSC). The director's office gives no right to live or work in Spain; that is a separate procedure.

Change of registered office

Moving the domicilio within Spain is decided by the management body unless the bylaws expressly reserve it to the general meeting (art. 285.2 LSC). The address is part of the bylaws, so the change is made by escritura and entered in the Registro Mercantil (art. 290 LSC). The new address must match the place of actual management or main establishment (art. 9 LSC). When the company moves to another province, its file passes to the Registro Mercantil of the new location. After the entry the new address is notified to the tax agency, the bank and counterparties.

Change of shareholder

A transfer of shares (participaciones) is made in a public document (art. 106 LSC). Transfers between shareholders, to a spouse, ascendants or descendants and within a group are free unless the bylaws say otherwise. A transfer to an outsider, where the bylaws are silent, needs the company's consent given by the general meeting, and the company may propose other buyers (art. 107 LSC). The company treats as shareholder only the person entered in the shareholder register (art. 104 LSC). If all shares pass to one person or the sole shareholder changes, this is made by escritura and registered (art. 13 LSC). When the ultimate beneficial owner changes, we update the beneficial ownership data.

How we work

1. You send the company name or NIF and tell us what needs to change.
2. We obtain a Registro Mercantil extract, check the bylaws, form of management and powers, and give you the document list.
3. We prepare resolutions, acceptances, powers of attorney and translations, and arrange the notarial steps in Spain or a signature abroad with an apostille.
4. We file the documents for entry in the Registro Mercantil.
5. We check the new entry and list who else must be notified: bank, tax agency, accountant, counterparties.

General information on Spanish companies: company registration in Spain.

Sources

• Capital Companies Act (LSC): arts. 9, 13, 104, 106, 107, 210, 212–215, 223, 285, 290
• Registro Mercantil Regulation (RD 1784/1996): arts. 141, 142, 192
• Royal Decree 1065/2007: art. 20 (NIF of foreign individuals)

Checked on 9 October 2026.