Incorporation of a company with the corporate purpose of the purchase of shares, stocks and its management

Incorporation of a company with the corporate purpose of the purchase of shares, stocks and its management

The Directorate General for Legal Certainty and Public Faith (DGSJFP), by decision of 17 May 2024, revoked the registry qualification referring to the registration of a limited company whose corporate purpose included the participation in the capital of other companies, the management of these participations and the disposal of these participations. The registrar argued the need to specify that the shareholdings should be limited to subsidiary companies, making it clear that it is a holding company, thus avoiding the scope of investment services companies.

The key, according to the Directorate General, does not lie in the mere acquisition of holdings or shares in other entities, but in the habitual or professional manner in which these investment activities are carried out on behalf of third parties, in accordance with Article 8 of Royal Decree 813/2023 of 8 November on the legal regime for investment services companies and other entities providing investment services. If there is no indication that the company will engage in such regulated activities, registration should not be restricted.

The Capital Companies Act and the Commercial Code assume that the activities specified in the company object are valid until judicially determined otherwise.

Therefore, the registration of a company which corporate purpose includes the purchase and management of shares is feasible as long as there are no other elements that would make it possible to assert that the corporate purpose is investment activities on behalf of third parties, subject to securities market regulations.