Summary

Spanish Council of Ministers has announced today the approval of a Royal Decree-Law (RDL) on urgent measures for the mobility of the economic operators within the territory of Spain. This RDL amends section 285 of the Spanish Companies Act (SCA) which regulates the requirements for the companies to change their registered office. This reform will facilitate the transfer of corporate domicile of companies located in Catalonia elsewhere in Spain.

Analysis

Actual wording of the enacted version of section 285 SCA sets out that “…unless otherwise provided in the company’s By Laws, the management body will have the authority to approve the transfer of the registered office within the national territory”.

The amendment approved today clarifies the reference made in section 285 SCA to “unless otherwise provided in the By Laws”. According to the information made available by the Council of Ministers, the By Laws of the relevant company have to expressly state that the managing body does not have any competence to relocate the registered office in order to consider that contrary provision included. That is, it is required an express mention excluding directors’ authority to decide on that matter.

The RDL also includes a transitional provision to regulate the transfer of the registered office of those companies whose By Laws were approved before enacting this reform. In those cases, it can only be considered that the By Laws provide against the authority of the managing body to change the registered office when they are amended to state so after the RDL will entry into force.

The final text of the RDL has not been published in the Spanish Official Gazette yet but it is expected to be released in the next days.

Contact Information

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