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One of the priorities of the European Commission’s Work Programme for 2018 is the establishment of a connected digital single market. According to said programme, the Commission “shall centre its efforts on the revision of Company law in the European Union in order to support companies with clear, modern and efficient rules”.

Pursuant to a communication dated 25th April 2018, the Commission has specified how it intends to carry out the aforementioned mission and has announced the following measures:

  1. A new rule to facilitate the merger, division and transfer of companies within the single market, which, above all, shall “guarantee the prevention of tax abuse and the protection of the workers’ rights”.
  1. The harmonisation of the transfer, merger and division of companies.
  1. The digitalisation of the Commercial Registry, which shall imply:
  • Telematic filing and registration of documents;
  • The complete incorporation and registration of companies by telematic means, which shall have the following benefits:

Inscription shall take half as long and shall be up to 3 times more economical and,

Individuals and companies may save between EURO 42 and 84 million;

  • The availability of registry information online and free of charge.

Lastly, in order to avoid fraud and abusive practices, national authorities may continue to request the material filing of documents in cases where fraud may be suspected to exist.

Coinciding with the new changes regarding the digitalisation of registries, the Spanish Government has published a Public Consultation on the Proposal of Royal Decree, which approves the Regulation of the Commercial Registry and enables public participation in the process of elaborating the Commercial Registry Regulation.

In accordance with the text of the consultation, the elaboration of said regulation has come about due to the numerous and substantial changes in regulations with commercial registry relevance, which have occurred since 1996 and make “a considerable part of the regulatory text lack validity”. The text of the consultation particularly mentions that the new regulation must incorporate the following new legislative development:

  1. Article 19 of Law 14/2013, of 27th September, to support entrepreneurs and their internationalisation, indicates that “The records… shall be kept in electronic form by a single computer system...”.
  1. Directive 2009/101/CE (new Commercial Registry Directive) and Directive 2012/17/EU on the interconnection of Commercial Registries must be transposed to the Spanish Commercial Registry Directive.
  1. The new regulation must contain the new legislation encompassed in Law 15/2015 on Voluntary Jurisdiction, which has attributed new competences to registrars of the commercial registry in various areas, and which up until now lack regulation.

Finally, the text of the consultation indicates that the objectives of the modification are as follows:

  1. The adaptation of the regulations to the set of innovations and substantial reforms carried out in the previous years;
  1. The set-up of the Commercial Registry as an electronic registry;
  1. The incorporation of regulations regarding simplification and speeding up procedures, reduction of costs in the organisation and functioning of companies, and in their relations with the Commercial Registry.

In this way, we see a clear inclination, both in European Union Law as well as in national law, which is moving towards the digitalisation of the registries, the simplification of procedures and registration, as well as the reduction of costs. The United Kingdom is an example of a country which is advanced in this respect and which may perhaps be a future model to be imitated in Spain. For example, the incorporation of a company in said country may be carried out telematically (even from abroad), and the registration of a company in the respective registry costs less than EURO 15 and takes no longer than 2 or 3 hours.

For further information, please contact:

Pedro Blanco

va@vila.es

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