The obligation to indicate the date of commencement of operations when converting from a Civil Law Company to a Limited Liability Company

The transformation of a civil law company into a Limited Liability Company does not entail a new incorporation of the company, but it does require the adaptation of its articles of association to the new legal form. In this respect, although it is not always necessary to include the date of commencement of operations in a limited liability company, in cases of transformation from a civil law company, the date of commencement must be specified in the articles of association.

The case that gave rise to the Resolution of 10 July 2024 (published in the BOE on 24 July 2024) of the Directorate General for Legal Certainty and Public Faith involved a civil company which, having commenced its activity on 1 October 2016, was subsequently transformed into a limited company. By including this date in the articles of association of the limited liability company, the commercial registrar objected that such a mention contravened the provisions of Article 24 LSC and Article 180 of the Commercial Register Regulations (RRM). However, the authorising notary’s office lodged an appeal, arguing that the mention of the date was appropriate in the circumstances of the case.

Article 24 of the Companies Act (LSC) stipulates that, in general terms, it is not necessary to state the date on which a company commences operations in its articles of association, unless this date differs from the date of the execution of the articles of association. In the case of company conversions, the Article allows for an earlier date to be fixed, but such an indication is not required in situations where it has already been determined in advance, such as in the case of converted capital companies.

However, the transformation of a civil law company into an LLC requires a more detailed analysis, as the date of commencement of operations of the civil law company is not entered in the Commercial Register. The absence of such registration means that, in the transformation process, the date on which the company, in its original form as a civil law partnership, commenced operations must be expressly stated in the new articles of association.

This pronouncement establishes a clear criterion for similar cases, underlining the importance of mentioning the date of commencement of operations when the original company, as in the case of a civil law company, has not previously been registered in the Commercial Register. This avoids any information gap and ensures that the legal activity of the entity is correctly documented after its transformation.