
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 Resolution of May 14, 2024, issued by the General Directorate for Legal Security and Public Faith (DGSJFP), examines a case related to the incorporation of a company by means of monetary contributions. The conflict arose due to the discrepancy between the date of the capital deposit and the date of issuance of the bank certificate.
On February 12, 2024, the deed of incorporation of a company was formalized, with monetary contributions. The reality of these contributions was accredited with a bank certificate, which reflected a deposit made on December 11, 2023, but the stamp of the entity was dated February 12, 2024. The Mercantile Registrar denied the registration citing articles 6, 58 and 189.1 of the Mercantile Registry Regulations (RRM), arguing that the deposit of the contributions cannot be more than two months prior to the date of the deed.
In its decision, the DGSJFP revoked the negative qualification, reiterating its doctrine that the key date for the computation of the term is that of the issuance of the bank certification, not that of the actual deposit. Therefore, it is the certifications that must be issued no more than two months prior to the date of incorporation or capital increase, provided that the actual deposit in the credit institution and the purpose of the taxation can be unequivocally deduced. The bank, when certifying, renews the deposit that was made at the time.
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