Law 11/2023, of 8 May, among other matters, regulatesthe transposition of EU Directives for the accessibility of certain services,migration of highly qualified people, taxation and digitalization of notarialand registry processes, the objectives of which include implementing Directive(EU) 2019/1151 of the European Parliament and of the Council, of 20 June 2019, thatamends Directive (EU) 2017/1132 on the use of digital processes in company law.

As a result, the following is amended: the NotariesPublic Act; the Commercial Code; the Land and Mortgage Law; Law 14/2000, of 29December, on Fiscal, Administrative and Social Measures; Law 24/2001, of 27December, on Fiscal, Administrative and Social Measures; and Companies Act, enactedby Royal Legislative Decree 1/2020, of 2 July (LSC). The implementation inlegal practice can be summarized as follows:

1.           Companies Act.

a) Use of on-line and comptuter channels in company formation and formalization ofcompany resolutions  entering into force in 2023.

- On-line performance, for Private Limited liability (Sociedadesde Responsabilidad Limitada S.R.L.), of company formation, capital increase,and other operations of corporate life, e.g. appointment of directors orgranting of powers of attorney. Non-monetary contributions to the capital areexcluded from IT processes.

- Electronic incorporation of SRL companies withmechanisms adapted to this channels, reduction of registration deadlines in theMercantile Registry: down to 6 working hours from the day following the date ofthe filing entry, - if standardized incorporation models of articles ofassociation and public deed are used, and 5 working days - if standard modelsare not used.

b)  New prohibition to be Director: Any disqualification or relevant information inforce in another EU Member State is added.

The entryinto force set for 2023 is uneven considering the numerous processes andcomplexity of the implementation of the new rules, which is aggravated by thelack of coordination with the implementation of the modifications in notarialactivity.

2.           Notaries Public Act.

The provision of certain notarial services, notarial acts and non-face-to-face legaltransactions by videoconference and qualified electronic signature, such as:

a) Incorporation of Private limited liability (SRL) companies;

b) Appointments;

c) Other corporate acts, provided that, in the case ofcontaining contributions from shareholder, these are monetary;

d) Formalization and stamp of commercial financialfacilities;

e) Granting of powers for litigation, electoral andspecial representation -excluding preventive and general powers;

f) Revocation of powers of attorney, except preventivepowers;

g) Minutes of Shareholders’ resolutions e.g. Generalmeeting; and

h) Debt payment voucher and discharge of debts and cancellationof guarantees.

It also establishes the use of a Central Notarial Electronic Office -managed by the General Council of Notaries-, unique forall professionals and citizens, as a channel for the signing of the referred businessand civil deeds, and authorized and simple electronic Deed copies (electronicnotarial protocol) with SVC (Secure Verification Code).

No doubt the new provisions will imply costs savings esp.those that derived from face-to-face attendance (travel, etc.), although thenecessary phase of implementation and start-up of the digital infrastructureand internal processes of notaries' offices and the Notarial Electronic Office,has led to an increase in structure costs – and also tariffs and prices.

3.           Land and Mortgage Law.

With effect from 09 May 2024, a national electronic office is opened managed by the Association of Property, Commercial and MovableProperty Registrars of Spain, for the filing and processing of information andregistry services, promoting online communication between citizens, bodies andproperty and commercial registries, and on-line registry publicity,establishing the advanced electronic signature for registry resolutions andcertifications, also highlighting an on-line repository with updated informationon the properties

4.           Commercial Code.

Last, but not least, from May 9, 2024, interconnection of the Commercial Registry with the central EU platform for the freeexchange of company information is now operating.

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© amber legal & business advisors This document is legal information for general use and should not be considered legal advice. For specific information andadvice you can contact us at info@amberbas.com and www.amberbas.com

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