Spain tightens rules on share transfers in limited liability companies

The Spanish government published on 17 February a preliminary draft of an organic law on public integrity ( the “ Preliminary Draft" or the "Draft”) to advance the National Plan against Corruption announced by Spain's president before the Cortes Generales on 9 July 2024 and approved by cabinet resolution on 26 August 2025.

Among its measures, the Preliminary Draft introduces among other measures, a number of significant changes to the regime governing shareholdings in limited liability companies (SLs - sociedades de limitada), strengthening the traceability and control of company shares and promoting the digitalisation of registry records.

The main changes introduced by the Preliminary Draft amend provisions of the Commercial Code, the Commercial Registry Regulations and the Spanish Companies Act.

Constitutive registration

The Draft states that any transfer of company shares –  whether inter vivos, mortis causa or by way of enforcement – and any creation of rights in rem or encumbrances over company shares registered with the Commercial Registry and that registration constitutive.

Until registration has taken place, the acquirer or holder of the encumbrance shall not be entitled to exercise any rights vis-à-vis the company or third parties. The payment of dividends, the return of contributions or any other distribution of assets will only have discharging effect if made in favour of the registered holder. Furthermore, the chairman of the general meeting may only admit the participation of those who hold the status of registered shareholder, and the directors may request from the registrar an up-to-date certificate up to 15 days prior to the general meeting, which must be attached to the relevant minutes.

Likewise, any provisions of the articles of association that exclude, condition or weaken the constitutive nature of registration with the Commercial Registry – in respect of transfers, attachments or other encumbrances over company – over the Shares will be null and void.

New special section

Once a company is incorporated, the commercial registrar will open a special section, separate from the company’s registry folio, recording original ownership and successive transfers of company shares, as well as the creation of rights in rem, attachment entries and other encumbrances shall be recorded.

Public administrations, competent authorities, the company itself, shareholders and holders of rights in rem or encumbrances over company shares shall have free access to the contents of this special section of the Commercial Registry, including both current and historical data. Natural or legal persons who demonstrate a legitimate interest may also access current data, at the discretion of the competent registrar.

Documenting transfers and encumbrances over company shares

Transfer of company shares and the creation of encumbrances – including pledges –  will no longer require a public document. They may instead be formalised in a private electronic document with qualified electronic signatures, in a standardised format authorised by the directorate-general for legal security and public trust or in a judicial or administrative document.

Applications for registration must be completed electronically via the website of the Spanish Association of Registrars of Property, Commercial and Movable Assets, except in cases of incorporation, capital increases or reductions, structural changes or other registrable acts, which may be done on the document itself that records the transaction.

Shareholders registry book

In addition to original ownership, successive transfers and the creation of rights in rem or encumbrances (including non-possessory pledges), the beneficial owners must also be identified in the shareholders registry book of limited liability companies.

Entries in the Shareholders Registry Book will require either an entry notice of the registration or annotation made in the special section of the Commercial Registry, or a certificate of registration issued directly by that registry. The shareholders registry book must be filed annually within the same timeframe as the annual accounts. 

Osborne Clarke comment

The Preliminary Draft introduces significant measures on the transfer of shares and on transparency regarding the identity of members and ultimate beneficial ownership in limited liability companies; However, given its nature as an Organic Law, there is no assurance that it will  ultimately be approved by the Spanish Parliament.