{"id":21430,"date":"2026-03-23T10:56:37","date_gmt":"2026-03-23T09:56:37","guid":{"rendered":"https:\/\/etl-ilia.es\/?p=21430"},"modified":"2026-03-23T10:56:37","modified_gmt":"2026-03-23T09:56:37","slug":"spanish-private-limited-companies-commercial-registry","status":"publish","type":"post","link":"https:\/\/etl-ilia.es\/en\/general\/spanish-private-limited-companies-commercial-registry\/","title":{"rendered":"Transfers of shares in Spanish private limited liability companies must be registered with the Commercial Registry for them to be effective against third parties and for shareholders to exercise their rights."},"content":{"rendered":"

The Preliminary Bill for an Organic Law on Public Integrity<\/strong> introduces a far-reaching reform of Spanish corporate law. Among its most relevant measures, the draft provides that the original ownership of equity interests in Spanish private limited companies (sociedades limitadas or SLs)<\/strong>, their subsequent transfers, as well as certain encumbrances and attachments, must be recorded in a special section of the Commercial Registry<\/strong>, which is not currently the case.<\/p>\n

At present, ownership of equity interests is recorded in the shareholders\u2019 register book<\/strong>, an internal corporate document kept under the responsibility of the management body. This model has long been criticised for its limited transparency, for the practical difficulties it may create in attachment proceedings, and for the obstacles it may pose when seeking to verify the beneficial ownership of companies more easily.<\/p>\n<\/div>

A new special section for private limited companies<\/strong><\/h2><\/div>

The draft text envisages amendments to the Commercial Code<\/strong> and the Capital Companies Act<\/strong> in order to create a Special Section within the Commercial Registry<\/strong>, separate from the company\u2019s general registration sheet.<\/p>\n

According to the preliminary bill, this section must include:<\/p>\n