Capital increases and reductions: notarial procedures in Spain

It is the increase of the company's share capital through new contributions from current partners or third parties, capitalization of reserves, or conversion of debts. It requires a general meeting resolution and Commercial Registry registration.

It is the decrease of share capital to return contributions, absorb losses, or adjust the par value of shares. It must comply with special creditor protection requirements according to the Companies Act.

Current public deed and current bylaws, general meeting minutes approving the increase, identification of new contributors (if applicable), and auditor's report in case of non-monetary contributions.

Company's current deed, general meeting minutes specifying the purpose of the reduction, communications to creditors (if applicable), and solvency certificate in specific cases.

From the meeting resolution to registry registration, the process usually takes between 3 and 6 weeks. The timeframe depends on the complexity of the operation and Commercial Registry processing times.

Yes, we can manage the entire process online: advice, document preparation, and coordination with the notary. You only need to attend in person for the public deed signing or use digital signature if available.

The auditor's report is mandatory when non-monetary contributions are made (assets, rights, etc.) to assess the correspondence between the assigned value and the real value of the contribution.

Yes, in capital reductions for return of contributions or when net equity is less than share capital, it must be published in the Official Commercial Registry Gazette and creditors given a one-month opposition period.

The cost includes notary fees (according to schedule), Commercial Registry fees (0.2% of capital), publications in the Official Commercial Registry Gazette (if applicable), and our management fees. Request a quote without obligation.

Yes, there is no legal impediment to increasing capital even if the company has losses. In fact, it is a frequent operation to improve the financial situation or comply with the minimum capital requirement.