Temporal validity of the monetary contributions in the incorporation of a company

For the purposes of proving the deposit of the capital in a bank for the incorporation of a company, the essential factor for the purposes of calculating the term is not the date of the deposit, but the date of the issuance of the bank certificate.

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.