HOW TO PROTECT THE COMPANY’S MAIN ASSETS AND OBTAIN INFORMATION ON OTHER COMPANIES: THE MOST RELEVANT PUBLIC REGISTRIES IN SPAIN

José DutilhManaging Partner, LeQuid, The J.Dutilh Law Firm For Social Impact

  1. PROPERTY (REAL ESTATE) REGISTRY

Its purpose is to register and publish certain facts, acts or rights that affect immovable property, both public and private. The following must be registered:

  • Titles by which property ownership is transferred or declared.
  • Titles which constitute, acknowledge, transfer, modify or extinguish rights over immovable property such as: mortgages, rights of usufruct, use, occupancy, emphyteusis, censuses, easements, surface area, elevation and any other property rights.
  • Judicial decisions declaring legal incapacity to administer, and any others modifying the civil capacity of persons as regards the free disposal of their assets.
  • Financial leasing or non-real estate agreements, and subleases, assignments and subrogations thereof.
  • Titles referring to immovable property and property rights that belong to the State, or to civil or ecclesiastical corporations.
  • Titles referring to certain administrative concessions.
  • Titles referring to certain real estate in the public domain.
  • Preventive annotation: entries subject to an expiry period that are used to protect rights that are not yet final or to publicise certain judicial or administrative decisions (claim, seizure, prohibition of divestment, disability, inheritance law, legacies, fixed-asset loan or due to remediable defects that prevent registration).
  1. COMMERCIAL REGISTRY

This registry registers facts and acts relating to individual businesspersons and commercial enterprises in order to publicise them so that they can be known by the persons who do business with them. It registers:

Individual businesspersons and companies in general, and the acts and agreements relating thereto. Specifically, the following entities are registered:

  • The individual shipping businessperson.
  • Commercial companies (corporations, limited companies, etc.)
  • Mutual guarantee companies.
  • Insurance entities, such as credit cooperatives, mutual and insurance cooperatives, and social welfare mutuals.
  • Collective investment companies.
  • Economic interest groups.
  • Savings banks, banks and any other credit institutions.
  • Investment funds.
  • Pension funds.
  • Offices of any of the subjects indicated above.
  • Offices of foreign companies and other foreign entities with legal personality and for-profit objectives.
  • Foreign companies that transfer their domicile to Spanish territory.
  • Any natural or legal person when so laid down by law.
  • Professional civil companies.

With respect to individual businesspersons, the following are registered:

  • Identification of the businessperson and their company.
  • General or special powers, and their modification, revocation and replacement.
  • Opening, closing and other acts and circumstances relating to offices.
  • Legal declarations that modify the individual businessperson’s capacity (for example, if he or she had been declared prodigal).
  • Appointments to replace, due to incapacity or incompatibility, whoever has guardianship or legal representation of the individual businessperson, if they are not mentioned in the first registration thereof.
  • Marriage contracts and judicial decisions issued in the event of divorce, separation or marriage annulment, or incapacitation procedures by the individual businessperson.
  • Bankruptcy proceedings.
  • Limited liability in the terms laid down by law regarding businesspersons.

In the case of companies, the Commercial Registry registers, inter alia, the following

  • Capital increases and decreases.
  • Structural modifications, such as mergers, splits and takeovers.
  • Dissolutions and liquidations.
  • Appointments and dismissals.
  • General powers.
  • Bankruptcy proceedings.

Additionally, the Commercial Registry is responsible for:

  • Legalising businesspersons’ book.
  • Appointment of independent experts and accounts auditors.
  • Deposit and publicity of accounting documents.
  • Centralising and publishing registry information.
  • Centralising and publishing information on bankruptcy decisions.

 

  1. PUBLIC BANKRUPTCY REGISTRY

Tool available to the various creditors of the bankrupt party and also to the Justice Administration, which notifies decisions adopted by the Commercial Courts to the different public registries, information on other bankruptcy situations that may bear a relation and on the records on negotiations of extrajudicial payment agreements.

  1. REGISTRY OF MOVABLE PROPERTY

This is responsible for the registration of personal property and certain facts, acts, contracts or judicial or administrative resolutions relating thereto. Ownership and liens on certain movable property are registered, divided into six sections:

  • Section for ships and aircraft.
  • Section for automobiles and other motor vehicles.
  • Section for industrial machinery, commercial establishments and capital goods.
  • Section for other security interests (mortgage, pledge, etc … on personal property).
  • Section for other recordable personal property.
  • Section for the Register of General Contracting Conditions. Registration is obligatory for judgements relating to general contracting conditions.

Additionally, all kinds of identifiable personal property can be registered and also others such as works of art, jewellery, etc.

This Registry includes, for example, sales agreements for the hire-purchase of movable property, financial leasing contracts for movable property, other contracts such as renting, and mortgages on movable property, pledges, annotations for seizure. and demand over property, etc.

  1. SPANISH PATENT AND TRADEMARK OFFICE

Recordable titles of Industrial Property refer to

  • Trademarks and trade names
  • Industrial Inventions
  • Industrial Designs
  • Topographies of Semiconductor Products

There also exist industrial property rights granted by supranational organizations with effects at community or international level.

  • European Union Trademark
  • International Trademark
  • European Patent
  • PCT International Patent Application
  • Community Designs
  • International Designs
  1. INTELLECTUAL PROPERTY REGISTRY

This registers the intellectual property rights of the makers of original literary, artistic or scientific creations, expressed by any means or medium. Specifically, the intellectual property rights that correspond to the following original owners:

  • Artists, interpreters or performers.
  • Producers of phonograms.
  • Producers of audiovisual recordings.
  • Broadcasting entities.
  • Creators of simple photographs.
  • People who lawfully disclose an unpublished work that is in the public domain.
  • Editors of works that can be individualised by their typographic composition, presentation and other editorial characteristics.
  • Sui generis right holders on a database.

The acts and agreements to incorporate, transfer, modify or extinguish rights in rem and any other acts and titles, both voluntary and involuntary, that affect the aforementioned recordable rights.

  1. DOMAIN REGISTRY

Any of the following domains may be freely requested:

  1. Domains that are automatically assigned:
  • “.es”, to identify your name, your company, your organization … on the Internet.
  • “.com.es” for any type of activity at a very low price.
  • “.nom.es” for your name.
  • “org.es” for your organization.
  1. Domains that require prior verification:

The “.gob.es” and “.edu.es” domains will make it easier for Public Organizations and Entities and Institutions related to teaching or research in Spain to identify themselves on the Internet.

  • “.edu.es” in the case of an officially-recognised educational organisation.
  • “.gob.es” is reserved for Public Bodies and Governmental Institutions.
  1. NATIONAL REGISTRY OF ASSOCIATIONS

Not only an association’s incorporation is recordable, but there exists a number of facts that occur during its existence that may also be registered. Types of registrations:

  1. a) On request by the interested party:
  • Incorporation of associations
  • Incorporation of federations, confederations and unions of associations
  • Transformation of associations (due to a change in geographic scope or legal regime)
  • Modification of articles of association
  • Identity of the members of the board of directors or representative body
  • Opening and closing of offices and establishments
  • Incorporation and separation of associations to federations, confederations and unions, or any of these to international entities
  • Merger of associations
  • Dissolution of associations
  • Foreign associations’ offices in Spain
  1. a) Pursuant to law:
  • Registrations ordered by final judicial decision
  • Registrations relative to the declaration and revocation of state-level associations’ public utility

The Registry of Associations can only register associations, federations, confederations and unions of associations at state level, which are those that operate in the territorial scope of more than one autonomous community, and provided they are non-profit or subject to a specific association regime.

Foundations, political parties, trade unions and business organizations, churches, creeds and religious communities, sports federations, consumer and user associations and any others regulated by special laws are not registered in the Registry of Associations.