Amendments to the Mercantile Registry Regulations for the Identification of Capital Companies and Foreign Branches

The Spanish Government has approved a modification to the Mercantile Registry Regulations with the goal of establishing a single identification system for capital companies and foreign branches of businesses. This measure has the aim of facilitating communication between commercial registries and improving transparency in business activities.

The new article 94a establishes that capital companies and business branches from other Member States will be assigned a unique European Identifier (EUID). This identifier will be composed of the country prefix (e.g. ES), the code of the Commercial Registry, followed by a dot, the unique identifier of the country or branch and, if applicable, a check digit to avoid errors in identification.

In addition, the heading of Section 2 of Chapter XI, Title II has been modified and is now entitled “Registration of Entrepreneurs and their Acts” (De la inscripción de los empresarios y sus actos).The purpose of this amendment is to improve the organisation and clarity of the structure of the Commercial Registry

Furthermore, Articles 308a to 308c have been introduced into Section 2 of Chapter XI, Title II. These articles establish that companies from other Member States may establish one or more branches in any part of the national territory by means of an electronic procedure. All information and documents relating to the creation, subsequent acts and closure of branches are all to be filed entirely online. The commercial registrar must register the branches within a maximum period of 10 working days.

Moreover, they have created a new Section 3 of Chapter XI, Title II, entitled “información societaria europea y su acceso mediante la plataforma central europea y el Identificador Único Europeo (EUID)” (European company information and its access through the European Central Platform and the European Unique Identifier (EUID)). This section establishes that the Commercial Registry will ensure the interconnection with the European central platform to facilitate access to corporate information. Through this system, interested parties will be able to obtain information on registry data such as the name and legal form of the company, its registered office, registration number and EUID.

Finally, a new Section 4 of Chapter XI, Title II entitled “De los empresarios extranjeros” (Foreign entrepreneurs), has been introduced. This section establishes specific provisions related to the coordination of information between the Commercial Registries of different Member States.

These amendments to the Commercial Registry Regulations seek to streamline procedures and improve transparency in business activities, facilitating the identification and access to information of foreign capital investment companies and branches. These measures are expected to boost foreign investment and promote international business cooperation.

Illeslex Abogados

Javier Blas Guasp

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