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Power of Attorney for M&A Transactions

Empower your team to execute a corporate transaction with legal certainty.

In an M&A deal the timeline is unforgiving and the signatories are often spread across several countries. This power of attorney allows for the execution of the SPA, representations and warranties, shareholders' agreements and related corporate resolutions, within the economic limits approved by the board.

Purchase and sale of shares and equity interests
Execution of the SPA, agreements and warranties
Price limits and essential conditions
Coordination with due diligence and escrow
International multi-party signing by video call
Translatable and apostillable
Instant WhatsApp OR CALL US 930 485 101
ONLINE REQUEST
Reply < 2 h
Request: Mergers and Acquisitions
Your data is protected and secure
Law 11/2023
The same legal validity as signing in person
Registered
Practising notaries of the Notarial Association of Spain
4,7 / 5
Average rating from more than 1.000 clients
< 2 h
Average response time to a request

When might you need it?

The most common cases for this procedure

Sale of the company
Shareholders delegating the signing of the SPA to a representative.
Acquisition of a competitor
Purchase of equity interests under a tight timeline.
Merger of group companies
Corporate reorganization involving several governing bodies.
Entry of a fund
Transactions with investors and related shareholders' agreements.
REQUIREMENTS FOR THIS PROCEDURE
Resolution from the governing body or shareholders' meeting approving the transaction
Defining the price, essential conditions and warranties the attorney-in-fact may assume
Express authorization to sign representations and warranties
Verifying whether the transaction requires shareholder approval due to the disposal of essential assets or a structural modification
Translation and apostille if foreign parties are involved
DOCUMENTS YOU WILL NEED
01Deed of incorporation, bylaws and current officeholders
02Resolution of the competent body approving the transaction
03Draft SPA or term sheet
04Identification of all signatories and their jurisdictions
REGULATIONS: RDL 5/2023 (structural modifications of commercial companies) LSC arts. 160.f and 234 Ley 15/2007 on the Defense of Competition (merger control) Ley 11/2023

How does the process work?

From request to signed document, with no travelling

1 Structure analysis 2 Powers of attorney for the parties 3 Closing coordination 4 Execution and post-closing
1
Structure analysis
⏱ 2-5 days
Purchase of equity interests, merger or spin-off: each structure requires different resolutions and powers of attorney.
2
Powers of attorney for the parties
⏱ 1-2 weeks
We prepare the powers of attorney for each party involved, with apostille and translation if they are foreign.
3
Closing coordination
⏱ as per schedule
Scheduling a multi-party signing session by video call, with all jurisdictions synchronized.
4
Execution and post-closing
⏱ 2-4 weeks
Related corporate deeds, registrations and mandatory notifications.

Clients who have already done it

Verified reviews of this service

4,7★★★★★
★★★★★ES
"Vendimos la compañía a un grupo francés. Cinco firmantes en tres países cerrando el mismo día por videollamada. Coordinación excelente."
Sf
Socio fundador
Tecnología · Barcelona
★★★★★EN
"Acquisition closing with powers of attorney for all parties, apostilled where needed. They kept the whole timetable on track."
Cd
Corporate development
PE fund · Madrid
★★★★★ES
"Fusión de dos filiales bajo el nuevo RDL 5/2023. Nos guiaron con los acuerdos y los plazos de la nueva norma."
Dj
Directora jurídica
Grupo industrial · Bilbao
★★★★★ES
"Nos advirtieron de que la operación tocaba activo esencial y necesitaba junta. Habría sido un problema serio descubrirlo en el closing."
C
CFO
Salud · Valencia
★★★★★ES
"Necesitaba el trámite con urgencia y lo resolvieron en tiempo récord. El notario fue muy profesional y recibí el documento al día siguiente."
CR
Carmen R.
España
★★★★★EN
"Excellent service from start to finish. Everything was handled online and the signed document arrived within 24 hours. Highly recommended."
JW
James W.
Reino Unido
★★★★★ES
"Lo gestioné desde Buenos Aires sin viajar a España. Me guiaron paso a paso, incluso con el certificado digital. Todo claro y sin sorpresas."
MG
Mariana G.
Argentina
★★★★★FR
"Démarche réalisée entièrement en ligne depuis Paris. Équipe très réactive sur WhatsApp et notaire très professionnel. Impeccable."
SL
Sophie L.
Francia
★★★★★ES
"El proceso fue mucho más sencillo de lo que esperaba. Atención cercana por WhatsApp y presupuesto cerrado sin costes ocultos."
AM
Andrés M.
España
★★★★★DE
"Die Beurkundung wurde komplett online erledigt. Schnelle Terminvergabe, klare Anweisungen und das Dokument kam am nächsten Tag."
KB
Katrin B.
Alemania
★★★★★IT
"Pratica completata interamente online dall'Italia. Notaio disponibile e documento firmato in 24 ore. Servizio eccellente."
MT
Marco T.
Italia
★★★★★PT
"Tratei de tudo sem sair de Lisboa. Acompanhamento constante por WhatsApp e documento entregue no dia seguinte. Recomendo totalmente."
BS
Beatriz S.
Portugal
★★★★★ES
"Desde CDMX pensé que sería complicadísimo, pero salió a la primera. Videollamada puntual, notario clarísimo y precio cerrado."
GP
Gloria P.
México
★★★★★EN
"Handled from New York without flying to Spain. Clear instructions, fast scheduling and constant updates. Five stars."
SK
Sarah K.
Estados Unidos

Frequently asked questions

Does this power work for both mergers and company acquisitions?

Yes, you can grant a general power covering all M&A operations (mergers, acquisitions, spin-offs, restructurings) or limit it to a specific operation.

During drafting, we customize the document according to your needs: if you only need to authorize a specific acquisition, we delimit the powers to that operation; if you prefer a broad power for multiple future operations, we include all necessary powers.

Is it necessary for the agent to be a lawyer or company executive?+

It is not legally mandatory, but it is highly recommended that they be a professional with knowledge in corporate operations.

You can appoint any trusted person with legal capacity (adult with full legal capacity). However, given the complexity of M&A operations, it is usual to designate corporate lawyers, CFOs, specialized advisors, or company administrators.

Can I limit the power to certain decisions or specific signatures?+

Absolutely. The power's content is completely configurable and customizable according to your needs.

You can delimit:

  • Specific powers: only sign deeds, only negotiate terms, only appear at registries
  • Specific acts: only the merger with company X, only acquisition of shares Y
  • Economic limits: operations up to a certain amount
  • Temporal validity: power valid until a specific date or until completing the operation

Is this power valid if I reside outside Spain?+

Yes, completely valid. You can grant the power from any country in the world via notarial video conference.

The process is 100% online: sign with an official Spanish notary via video conference, identifying yourself with ID, NIE, passport, or digital certificate. The document has full legal validity in Spain and can be presented at any Commercial Registry or notary office in the national territory.

What validity does this power have at the Commercial Registry or notary?+

Full legal validity. The power granted before a licensed notary in Spain has complete legal effectiveness for any corporate or registry procedure.

The document is accepted without restrictions at:

  • Commercial Registry for registration of mergers, spin-offs, and corporate modifications
  • Notary offices for formalization of public deeds
  • Public administrations and official bodies
  • Banking and financial entities
  • Courts and tribunals if necessary

How long does the complete process take from the request?+

The complete process is usually completed in 24-48 business hours:

  • Request and initial contact: same day (response in less than 1 hour)
  • Customized draft preparation: 2-4 hours
  • Review and approval on your part: according to your availability
  • Signing with notary by video conference: 15-20 minutes
  • Delivery of signed document: immediate in digital format

If you need extreme urgency (operation closing in hours), contact directly via WhatsApp at +34 613 321 179 to prioritize your procedure.

What documentation do I need to process this power?+

The basic necessary documentation is:

  • Valid identity document of the grantor (ID, NIE, or passport)
  • Complete agent details: name, TIN, and address
  • Operation description: type of M&A, companies involved
  • Corporate documentation: incorporation deed, updated bylaws
  • Board resolution authorizing the power (if applicable according to bylaws)
  • Digital certificate or electronic ID for online signing

We advise you personally on what specific documents you need according to your particular case.

Can I revoke the power once granted if circumstances change?+

Yes, you can revoke the power at any time while you are its holder.

Revocation must be done through public deed before a notary (also available online). Once revoked, the agent loses all granted powers. It is important to formally notify the revocation to the agent and to third parties who may be affected (registries, banks, counterparties in the operation).

You can also establish automatic termination conditions in the original power: deadline, completion of the specific operation, or achievement of a certain objective.

Does the power have additional cost at the Commercial Registry?+

Granting the notarial power has the cost of the public deed (included in our service).

Registration at the Commercial Registry of the power of attorney may have registry fees depending on the type of power and the autonomous community. It is not mandatory to register all powers, only those granting permanent representation powers for the company.

For specific powers for a particular operation (merger, specific acquisition), they are normally not registered independently, but are provided when executing the final operation. We advise you on the need for registration in your specific case.

Can the director sign the sale of the company without shareholder approval?+
It depends. If the transaction involves the disposal of essential assets (more than 25% of the balance sheet) or a structural modification, the shareholders' meeting must approve it (art. 160.f LSC and RDL 5/2023). Verifying this beforehand prevents the buyer from challenging the deal or requesting additional guarantees.
Must the power of attorney cover representations and warranties?+
Yes, expressly. In an SPA, the representations and warranties are obligations assumed by the seller: an attorney-in-fact without that authority cannot validly bind their principal.
How is signing handled with parties in several countries?+
Through a notarial video call: each signatory appears from their own jurisdiction. This is now the standard method for international transactions, avoiding the traditional two-day in-person closing.
Can I set a price limit in the power of attorney?+
Yes: a minimum sale price or maximum purchase price, payment terms and a cap on the warranties that can be assumed. This is essential in delegated transactions.
Do foreign powers of attorney need to be apostilled?+
Yes, when they come from countries party to the Hague Convention, along with a sworn translation. This is often the step that most delays a closing, so it's best to start it as soon as there is a term sheet.
Do documents signed online have the same validity as those signed in person?+
Exactly the same. Law 11/2023 recognises the full legal validity of notarial documents executed by video call with a qualified electronic signature before a registered notary.
Do I need a digital certificate?+
Yes, to sign electronically you need a digital certificate or an electronic DNI. If you do not have one, we help you obtain it quickly before your appointment, with no additional handling fee.
Can I do it from abroad?+
Yes, the notarial video call works from any country. You only need a stable connection, your valid identity document and a digital certificate.
How much does this service cost?+
The quote includes the official notarial fees set by the Notarial Association plus our handling, fixed before you start and with no hidden costs. Request it with no obligation via WhatsApp or the form.
What if I have questions during the process?+
Our team supports you from start to finish via WhatsApp, phone or email, and the notary answers all your legal questions before signing.
Ready to get started?
Request information with no obligation: we will contact you within 2 hours.
WhatsApp 930 485 101