
Amendment of Article 365.3 of the Capital Companies Act (LSC): Nine Months On
Executive summary In January 2025, the Organic Law 1/2025 was introduced, which amended article 365.3 of Spain’s Companies Act (LSC). The reform grants company directors
The DGSJFP, by resolution of 25 September 2024, analysed the case of a transfer of mortgage guarantees registered in a Spanish Land Registry, in which the effectiveness of a power of attorney granted in Ireland by a foreign company was raised. The Spanish notary authorising the transfer deed stated that he had seen the special power of attorney, drawn up in Spanish and English, and stated that the document, duly apostilled, conferred sufficient powers on the attorney-in-fact to acquire loans and mortgage credits, thus giving a favourable opinion on the sufficiency of the power of attorney.
However, the land registrar suspended the registration for two reasons. Firstly, he considered the notary’s assessment of the sufficiency of the power of attorney to be incomplete, as it did not specify who had granted the power of attorney, whether the power of attorney was valid and whether he had the authority to grant the power of attorney. Secondly, the registrar indicated that a judgement of equivalence had not been made either, i.e. it had not been stated that the foreign document submitted had the necessary elements to make it equivalent to a Spanish public document.
Pursuant to Article 10.11 of the Civil Code, the law applicable to representation in this type of case is Spanish law. Therefore, for a power of attorney granted by a foreign company to be effective in Spain, it must be recorded in a public document and comply with the requirements established by Spanish law. The sufficiency test, required by Spanish law, means that the notary must check that the attorney-in-fact has adequate powers to carry out the specific legal transaction. This includes verifying the validity and validity of the power of attorney. For its part, the judgement of equivalence refers to the need to assess whether the foreign public document complies with the structural requirements demanded of a Spanish public document, such as the identification of the grantor and the grantor’s capacity to carry out the act of representation.
Executive summary In January 2025, the Organic Law 1/2025 was introduced, which amended article 365.3 of Spain’s Companies Act (LSC). The reform grants company directors
Spain’s National Securities Market Commission (CNMV) has announced the creation of an Expert Committee to revise the Good Governance Code for listed companies (CBG). The
Did you know that more than 85% of companies in Spain are family‑owned? This business model not only drives employment and the national economy but