Amendment of bylaws: simplify your procedures in Spain

It is the legal procedure to change or update the clauses of the articles of association that regulate the company's operation. It requires a general meeting resolution with the legal majorities, public deed before notary, and Commercial Registry registration.

According to the Companies Act, reinforced majorities (2/3 of capital) are required for: change of corporate purpose, transfer of registered office abroad, company transformation, merger or spin-off, partner exclusion, and other amendments that suppress or restrict partners' rights.

The complete process usually takes between 3 and 4 weeks from initial consultation to registry registration. The timeframe depends on the complexity of the amendment and Commercial Registry processing times.

Yes, a large part of the process can be managed online: consultation, bylaws drafting, document preparation, and coordination with the notary. Physical presence is only required for signing the public deed, although digital signature can be used if available.

The cost includes notary fees according to schedule (€50-200 depending on complexity), Commercial Registry fees (€40-100), certificates if necessary (€15-40), and our management fees. Request a quote without obligation.

Yes, any bylaws amendment requires a general meeting resolution of partners. Some minor amendments may be agreed by administrators if the bylaws expressly permit it, but this is exceptional.

Yes, multiple bylaws amendments can be approved in a single general meeting. All are elevated to public deed together and registered in a single registry entry, optimizing costs and time.

Yes, the Companies Act recognizes partners' withdrawal right (share reimbursement) in important amendments: change of corporate purpose, transfer of registered office abroad, change of company type, or creation/modification of ancillary services.

If the Registry issues a negative qualification, we have a period to remedy defects through notarial diligence or new deed. Our prior advice minimizes the risk of rejection by ensuring regulatory compliance from the start.

Yes, the meeting notice must include the agenda specifying the proposed amendments. Partners have the right to examine the full texts before the meeting and ask questions. The Companies Act protects partners' information rights.