Capital reduction: notarial procedure in Spain

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.

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

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.

From the meeting resolution to registry registration, the process usually takes between 3 and 8 weeks. If a creditor opposition period is required, it may extend to 2-3 months.

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 law requires reduction when accumulated losses reduce net equity below two-thirds of capital and a full financial year has passed without recovery. Also when net equity falls below half of share capital.

No, share capital cannot be reduced below the legal minimum established for each type of company (€3,000 for SL, €60,000 for SA), unless a simultaneous capital increase is agreed.

A reinforced majority is required: more than half of the votes corresponding to the shares into which the capital is divided. The bylaws may establish higher majorities.

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

Yes, it is possible and common to perform an accordion operation (simultaneous reduction and increase). It is typical when losses need to be offset and the company then recapitalized.