Corporate and Commercial
A public deed in company matters records corporate transactions such as company formations, amendments to the articles of association and transfers of shares, allowing them to be entered in the Registro Mercantil (Companies Register).
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Sale and purchase of shares and holdings
Transferring shares (participaciones sociales) in an SL always requires a public document. In an SA, shares (acciones) can be transferred in different ways depending on whether they are represented by registered certificates, bearer certificates or book entries; transferring unlisted bearer shares requires the involvement of a notary.
Documents required
Register of shareholders
To verify the current ownership of the shares and any restrictions under the articles of association.
Identification of the parties
DNI/NIE of the seller and buyer. If they are companies: powers of attorney, NIF and a nota simple (register extract) from the Registro Mercantil (Companies Register).
Waiver of the pre-emption right
If the articles of association grant a pre-emption right to the other shareholders or to the company, it must be shown that the shares were offered to them and that the right was waived.
Valuation of the shares
Price agreed between the parties. For transfers between related parties, it is advisable to have an objective valuation for tax purposes.
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