Published: 12-05-2026
Summary
The regime of limited liability companies in Spain is immersed in a far-reaching structural transformation process. The Preliminary Draft of the Organic Law on Public Integrity clearly expresses the legislator’s orientation regarding the transfer of shareholdings, responding to the need to reinforce transparency, traceability and control of corporate ownership in a context of progressive restriction of the space of private autonomy in favor of greater requirements of publicity and control. In addition, there is a broader regulatory trend towards the digitalization of registries and the strengthening of mechanisms to prevent opacity in the corporate traffic. Within this framework, the reform configures a new model in which registration in the Commercial Registry acquires a central role in the configuration of the acquisition of the status of partner and in the effectiveness of the transfer of shares, comprehensively reorganizing the registration and transfer system of the limited liability company.
I. Article 104 LSC: from the internal ledger to the electronic public registry.
Article 104 of the LSC establishes, in its current wording, the register of partners (hereinafter, the “Partners’ Book“) as an internal instrument of limited liability companies (hereinafter, “LLCs“) intended to reflect the ownership of the shares, their transfers and the rights in rem constituted over them1. Its registration has the effect of formal legitimization – the company considers the person registered in the Partners’ Book as a partner2– but it is not constitutive in nature. It is kept by the administrative body and its contents do not enter the Commercial Registry (hereinafter, “MR“), but are published strictly internally.
The preliminary draft of the Organic Law on Public Integrity (hereinafter, the “Preliminary Draft“) alters this model by transforming the Book of Partners into a public registry, electronic and connected to the RM. The reform is based on four pillars: (i) mandatory electronic record keeping and communication to the RM; (ii) incorporation of the identification of thebeneficial owner3; (iii) attribution of constitutive effect to the registration, so that the acquisition of the status of partner and the enforceability of rights are subject to its access to the registry and, (iv) the substitution of the physical support for documentation.
1 Art.104.1 Royal Legislative Decree 1/2010, of July 2, 2010, Capital Companies Act.
2 Art.104.2 Royal Legislative Decree 1/2010, of July 2, 2010, Capital Companies Act.
3 A natural person who, directly or indirectly, owns or controls a company, holding more than 25% of the capital or voting rights or exercising effective control.
electronic, based on private documents with qualified electronic signatures or on judicial or administrative documents.
In coherence with the constitutive logic, the condition of partner is tied exclusively to the registered ownership, so that only the person appearing in the Book of Partners and in its registry reflection may exercise rights against the company and third parties, with payments of dividends, restitutions of contributions and other attributions of assets being equally releasable only when they are made in favor of the holder of the registry. To this is added the creation of a specific section in the RM, which centralizes the Book of Members by means of its annual deposit during the period for the formulation of accounts and the requirement of registration of all rectifications as a condition of effectiveness.
II. The reform of the share transfer regime (articles 106 to 111 LSC).
In a coherent development of the model established in Article 104 of the LSC by the Preliminary Draft, Articles 106 to 111 of the LSC deal with the reorganization of the iter of transfer of shares from a logic substantially different from the traditional one. The reform displaces the centrality of the public deed and articulates a system of formalization based on electronic private documents with qualified signature or, as the case may be, on judicial or administrative deeds.
Far from being a mere instrumental simplification, this redesign entails an intensification of the legal control of the transfer: the validity and effectiveness of the business no longer rest primarily on the notarial form, but on the formal correctness of the support used and, above all, on its proper integration in the registry circuit.
II. 1 Arts.106 to 108 LSC: formalization of the transmissive iter and centrality of registration
In this context, article 106 LSC introduces two vectors of transformation. Firstly, the transfer is integrated into a procedure before the RM, so that its effectiveness is subject to registration, moving from a system in which knowledge of the company4 was sufficient to another in which only registration in the registry allows the acquisition and exercise of rights. Secondly, the duty of diligence of the administrative body is reinforced, which assumes the function of guaranteeing the correct transmissive iter by promoting without delay the registrations, especially in cases of original ownership or corporate operations, and its non-compliance may generate liability before shareholders and creditors as an expression of a reinforced standard of ensuring the regularity of the registry.
Following this line of argument, the renewed Article 107 of the LSC maintains the cases of free transferability within the family and within the group, preserving thetraditional scheme5 , but intensifies the formalization of the iter of transfer by imposing on the transferring shareholder a qualified duty of prior communication to the administrators, going beyond the reference to the mere “written “6 and requiring its instrumentation.
4 Art.106.2 Royal Legislative Decree 1/2010, of July 2, 2010, Capital Companies Act.
5 Art.107.1 Royal Legislative Decree 1/2010, of July 2, 2010, Capital Companies Act.
6 Art.107.2.a Royal Legislative Decree 1/2010, of July 2, 2010, Capital Companies Act.
by means of a private electronic document with a qualified signature. The corporate consent continues to be articulated by means of a resolution of the general meeting, without altering the legal quorums, although its formalization is reinforced by requiring that the acceptance or refusal be documented by means of a notarial instrument or electronic document with qualified signature, whose registration in the RM within one (1) month consolidates legal certainty and the traceability of the decision-making process.
Finally, Article 108 LSC reinforces the mandatory nature of the model by extending the regime of nullity of bylaw clauses. It renders null and void by operation of law any clauses which allow the transfer outside the registration or which circumvent the requirements of form and legal publicity. In particular, any provision in the articles of association that excludes or weakens such constitutive nature is prohibited. This consolidates a model with a strong registry density that shields the system and limits in a reinforced manner the statutory freedom, significantly reducing the margin of autonomy of the will in its configuration.
II.2 Arts.109 to 111 LSC: continuity of the model and closure of the transmissive system
Articles 109 to 112 of the LSC consolidate the principle of constitutive registration as the core of the transfer system, extending it to mortis causa, forced and succession transfers, so that any change in ownership is conditioned to its access to the RM. Within this framework, the seizure of shares is articulated by means of their registration, even preventively on the basis of the deposited Shareholders’ Book, reinforcing their enforceability against the company and third parties and guaranteeing the effectiveness of the forced execution, while the forced transfer does not produce effects until its effective registration.
Article 110 LSC extends this regime to succession, conditioning the full acquisition of the status of shareholder by heirs or legatees to its prior registration. Article 111 LSC, for its part, establishes the time criterion applicable to the transfer regime, linking it to the moment of communication or of the determining event, without prejudice to the formal requirements of registration.
III. Consequences of non-compliance: new cause for dissolution.
The Preliminary Draft significantly strengthens the non-compliance regime. In this context, the legislator does not limit itself to intensifying isolated formal obligations, but configures a real closing system based on the effectiveness of the registration compliance as a presupposition of corporate continuity.
From this logic, Article 360.1 of the LSC introduces a new cause for dissolution by operation of law as section c, conceived as a mechanism for the ultimate reaction to the structural and prolonged non-compliance with the essential obligations of the new system. In particular, it provides for the dissolution of the company when ten (10) consecutive years have elapsed without the filing of annual accounts or without compliance with the obligations of registration of shares.
In this way, dissolution operates as a closing clause of the registration system designed by the Preliminary Draft, evidencing that the sustained non-compliance with the duties of publicity and updating of the registry does not constitute a mere formal irregularity, but rather an assumption of bankruptcy of the very operating assumption of the reformed corporate model.
IV. The transitional regime for the integration of pre-existing companies into the new system.
The fourth transitory provision of the Preliminary Draft establishes the regime for the adaptation of pre-existing LLCs to the new system of registry publicity. To this effect, the administrators are obliged to send, within one (1) year from the entry into force of the regulation, an electronic certification to the RM, with the updated list of ownership and real rights over the corporate shares, prepared according to standardized formats and signed by means of a qualified electronic signature, taking as a basis the Book of Partners in force under the previous regime.
Upon such certification, the registrar will proceed to open the specific section of the Partners Book, reflecting in its first entry the situation existing at the date of issuance. This mechanism articulates the transition from the previous internal model to the new system of registry centralization of corporate ownership.
Failure to comply with this obligation determines the closing of the company’s registry, preventing the registration of acts as long as the omission persists. The only exceptions are the entries relating to the termination of positions, the dissolution of the company and those ordered by a judicial or administrative authority.
Overall, the transitional regime obligatorily integrates the corporate fabric into the new registry model, reinforcing transparency and traceability. However, it significantly affects the operability and flexibility of the limited liability company.
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