The text implements the State Plan to Combat Corruption and introduces significant reforms to the Spanish Companies Law (Ley de Sociedades de Capital, „LSC”), the Commercial Code (Código de Comercio, „CCom“), the Mercantile Registry Regulations (Reglamento del Registro Mercantil „RRM”), and other related provisions. Below, we analyse the developments of greatest practical relevance for companies and their governing bodies.
1. Context and Legislative Procedure
The Draft Bill responds to the need to provide a statutory basis for the transparency commitments undertaken at both the European and national levels. It aims to increase transparency regarding corporate ownership, strengthen oversight mechanisms over legal entities, and tighten the criminal and administrative consequences for individuals involved in corrupt structures.
Following its approval by the Council of Ministers, the text has now been submitted to the Spanish Parliament, the Cortes Generales, for debate and vote. If Congress approves the Draft Bill with the required absolute majority, the law will enter into force twenty days after its publication in the Spanish Official State Gazette (BOE), subject to the transitional periods explained below.
2. Reform of Corporate Registrations Requirements
2.1. Constitutive Registration of Shareholdings
The most significant structural innovation of the Draft Bill is the proposed conferral of constitutive effect to the recording/registration in the Mercantile Registry of transfers of company shares, whether inter vivos, by inheritance, or through enforcement measures, as well as of related in rem rights and encumbrances affecting such shares – including pledges without transfer of possession. The immediate consequence would be that an acquirer or holder of such encumbrances would only be able to exercise rights vis-à-vis the company or third parties once the relevant transaction has been recorded in the Registry.
The Draft Bill also proposes an amendment to Article 18 CCom to allow such registrations not only on the basis of public deeds but also on the basis of private documents with a qualified electronic signature or notarised signature. Opening up the documentary requirements to electronic documentation follows the digitalisation approach introduced by Law 11/2023.
2.2. Special Section of the Mercantile Registry and Electronic Shareholder Register
The amended Article 22.2 CCom proposes the creation of a special section within the registry sheet of each limited liability company, separate from the general section, in which the following information would be recorded:
- the original ownership structure and successive voluntary or compulsory transfers,
- the establishment of in rem rights or encumbrances over shares,
- the identification of the beneficial owners in accordance with Law 10/2010.
At the same time, the amended Article 104 LSC would introduce an obligation to maintain an electronic shareholder register (LRS-e), which must be filed annually together with the annual financial statements. Access to and management of the LRS-e would be centralized through the platform of the Association of Registrars (Colegio de Registradores), using electronic certificates with a secure verification code (CSV).
3. Legal Effects of Registration
The classification of the recording of (trans)actions as constitutive, i.e. conferring them the power to create rights, would have implications at several levels of corporate life:
| Consequences of the Constitutive Effect of Recording
▸ The status of shareholder may only be recognised in respect of the person recorded in the special section of the Mercantile Registry. ▸ The payment of dividends or any other distribution of assets would only have a discharging effect if made in favour of the registered holder. ▸ The registered shareholder would be the relevant holder for judicial, administrative, and tax purposes. ▸ Corporate resolutions adopted based on the instructions of an unregistered shareholder would be contestable if their votes were decisive. ▸ An heir acquiring shares mortis causa would only be able to exercise shareholder rights after full registration. |
In addition, the Draft Bill proposes the following amendments to the LSC:
▸ Article 108 LSC: Any articles of association that attempt to exclude, condition, or weaken the constitutive effect of registration/recording could be declared null and void. Companies with such provisions in their statutes would need to amend them accordingly.
▸ Article 360 LSC: The Draft Bill proposes a new, additional ground for dissolution: if a company fails to file its annual financial statements for ten consecutive years. Similarly, failing to submit the certificate of current shareholdings (certificación de relación actualizada de titularidades) for ten years would lead to the company’s complete dissolution.
4. Further Amendments to the LSC
The Draft Bill proposes targeted but significant changes across several areas of Companies Act:
Single-member companies (Art. 13.1 LSC)
For limited liability companies, single-shareholder status would only be recorded in the general section of the Mercantile Registry once the transfer of shares has been noted in the special section, in line with the principle of constitutive effect.
Own shares (Art. 140.1 LSC)
The circumstances under which a company may acquire its own shares would be restricted, particularly regarding compulsory transfers. Acquisitions previously approved by the general shareholder meeting would no longer be allowed. Acquisition of own shares would only be permitted in cases of total or gratuitous acquisition, judicial allocation to satisfy a claim, or as part of implementing approved capital reductions.
Convening and conducting general shareholder meetings (Arts. 179 and 182 LSC)
Directors would be able to request an updated certificate of shareholding from the Mercantile Registry within 15 days before a meeting. The chairperson would only be allowed to admit those recorded as shareholders in this certificate. This eligibility would also need to be verified for virtual meetings.
Minutes and filing of resolutions (Arts. 202 and 203 LSC)
For limited liability companies, the registry certificate of shareholders would need to be attached to the filing of any minutes, if requested. In case of discrepancies with the attendance list, the registrar could refuse to record the minutes. If minutes are prepared before a notary, the notary would be required to certify the registry certificate.
Capital increases and reductions (Arts. 314, 315, 342 bis and 342 ter LSC)
For capital increases, the deed must detail the assets or rights contributed and the identity and numbering of new shares, with registration of the capital increase resolution and its implementation occurring simultaneously. For capital reductions, the assets or rights returned or distributed and the numbering of previous holders must be similarly recorded.
5. More Severe Penalties
5.1. Civil and Registry Sanctions
At the civil and registry level, the Draft Bill provides that the rights of an unregistered shareholder would be unenforceable vis-à-vis the company and third parties. It also blocks the registration of foreclosures, pledges, and transfers until the unregistered shareholder is recorded. Additionally, directors would be held liable for unjustified delays in registration.
The Draft Bill further allows the Mercantile Registry to record penalties and measures affecting the company’s legal transactions in the company’s registry sheet, such as exclusion from public procurement and professional prohibitions, thereby enhancing the public traceability of violations.
5.2. Criminal Law Amendments
For legal entities convicted of corruption offenses (bribery, illicit influence, and embezzlement), the Draft Bill proposes the following amendments to the Spanish Criminal Code (Código Penal, „CP“):
| Area | Practical Implication |
| Fines (Art. 50-53 CP) | The daily fine for legal entities would be capped at 50% of the company’s average daily gross income, with a minimum of EUR 20,000. |
| Professional ban or revocation of rights (Art. 33.7 CP) | Mandatory revocation of the right to participate in public procurement or to receive subsidies or tax benefits. The maximum duration would increase from 15 to 20 years, creating an effective blacklisting mechanism. |
| Statute of limitations (Art. 131 CP) | Limitation periods for certain offenses against public administration would increase from five to seven years, provided the legally prescribed maximum sentence does not exceed five years. |
| Confiscation of proceeds (Art. 127 CP) | The requirement of intent would be removed, and confiscation without conviction would be expanded. Early sale of assets to prevent loss of value would be permitted. Access to sentence reductions or mitigation would be conditional on fulfilling civil liability obligations. |
5.3. Enhancement of Whistleblower Protection
Companies required to implement internal whistleblower systems must maintain a compliance or integrity framework. The Draft Bill extends the protected status to five years after the end of employment for both whistleblowers and those managing the reporting channels. It also recognizes the right to compensation proportionate to the harm suffered, including non-material damages.
6. New Public Integrity and Public Procurement Agency
The Draft Law provides for the creation of an Independent Agency for Public Integrity as a central administrative body for the prevention and combat of corrupt behaviour. Its tasks would include the cross-checking of information from the Registry of Companies Prohibited from Public Procurement (Registro de Empresas con Prohibición de Contratar), the Registry of Interest Groups (Registro de Grupos de Interés), and the Huella Normativa database, which tracks and records legislative and regulatory processes, in order to detect systematic undue influence.
The Registry of Companies Prohibited from Public Procurement would be publicly accessible, allowing both contracting authorities and the general public to know which companies are barred from public contracts.
7. Transitional Provisions: Adjustment Periods
| Obligations for Existing Companies
▸ One-year period from entry into force: Directors must submit to the Mercantile Registry a standardized electronic certificate reflecting the updated ownership structure and in rem rights over shares, in accordance with the electronic shareholder register. ▸ Failure to comply within the period: The Registry shall not record any entry (except for director resignations, dissolution, liquidation, and acts ordered by a judicial or administrative authority). ▸ New ground for dissolution: Failure to submit the ownership certification for ten consecutive years shall result in the automatic dissolution of the company. |
8. Conclusions and Recommendations
The Draft Bill for the Organic Law on Public Integrity could bring about the most significant reform of the Spanish corporate registration system in recent years. Classifying registration/recording as a constitutive requirement for the transfer of company shares, introducing a centrally managed electronic shareholder register, and mandating the identification of beneficial owners in the Mercantile Registry are expected to substantially impact notarial, registry, and corporate practice.
From a legal advisory perspective, we recommend that directors and shareholders of limited liability companies take the following steps:
- Review the company bylaws to identify any clauses that may be void due to incompatibility with the constitutive nature of registration.
- Verify the current status of the Shareholders’ Register in order to prepare the electronic certification required by the transitional provisions.
- Assess the impact on ongoing corporate transactions (transfers, capital increases, creation of guarantees) that may be subject to the new regime.
- Strengthen compliance programs and internal reporting channels for companies that do not yet have adequate integrity frameworks.
As this is a Draft Bill, it may be subject to amendments before its final approval. Monereo Meyer Abogados will monitor the parliamentary process and keep you informed of any developments.