On the 11th of September, the Official Gazette of the Spanish Parliament published the Draft Organic Law on Public Integrity, which the Bureau of the Congress of Deputies referred to the Committee on Finance and Public Administration under the urgent procedure. Through this bill, the coalition Government seeks to implement a substantial part of the measures set out in the National Plan to Combat Corruption. The text included a major amendment to the Spanish Companies Act (Royal Legislative Decree 1/2010): transferring the core elements of the regime governing the transfer of membership interests in Spanish private limited companies (“sociedades de responsabilidad limitada” or “SLs”) to the Companies Registry.
Under the current regime, transfers of membership interests must be executed in a public document. However, as the Draft Bill itself points out, membership interests are not individually registered with the Companies Registry: ownership is recorded in a partners’ register kept by the company itself, without external registry publicity. In its statement of reasons, the Draft Bill notes that “this situation creates problems in terms of lack of transparency; difficulties in seizing or pledging membership interests to secure a partner’s debt; and obstacles for the verification of the beneficial ownership of the membership interests, that is, the actual ownership of the company.”
To address these issues, the Draft Bill seeks to create a special section of the Companies Registry, separate from the registry sheet opened for each SL, in which the original ownership of membership interests, voluntary or compulsory transfers, rights in rem and seizures would be recorded. In this respect, the key innovation introduced by the Draft Bill is the new constitutive effect of registration. Until the acquisition is recorded in the Registry, the acquirer of the membership interests will not be able to assert partner status, either against the company itself or against third parties. The company will only be required to recognise as a partner the person recorded as such in the Registry, meaning that paying dividends to another person would not discharge its obligation. The articles of association would not be able to circumvent this requirement either: any provision exempting an acquisition from registration or diminishing the legal effect of registration would be invalid. In the event of succession, an heir or legatee would become a partner by virtue of the succession itself, but would nevertheless have to register the acquisition in order to exercise their rights vis-à-vis the SL.
The Draft Bill also seeks to strengthen the traceability of the beneficial owner. A person who is the beneficial owner but is not recorded as such in the Registry would not be entitled to exercise partner rights. In addition, resolutions adopted in accordance with that person’s instructions could be challenged if the votes cast on that basis had been decisive.
The new registry-based presumption of entitlement is accompanied by a restructuring of the documentary requirements, opening up two possible routes. The parties could choose between an electronic private document and a public deed. The private document would have to be signed by both parties using qualified electronic signatures and comply with the template approved by the Directorate-General for Legal Certainty and Public Trust. Under the first route, the acquirer, or the SL’s director acting on the acquirer’s behalf, would have to arrange for registration with the Companies Registry through the platform made available on the electronic portal of the Association of Property, Commercial and Chattel Registrars of Spain. If the second route were chosen, the notary would send an authorised electronic copy to the Registry on the same day on which the deed was executed, without the parties having to request it.
For existing SLs, the Draft Bill provides for a one-year period from the entry into force of the reform to submit an updated electronic certificate of membership interests ownership to the Registry. Failure to comply would result in the closure of the company’s registry sheet, except in respect of the removal or resignation of directors, the dissolution of the company and entries ordered by a court.
As regards access to the information, the proposed Article 105 of the Companies Act would grant public authorities, competent authorities, the company, partners and holders of rights in rem or security interests free access to both current and historical data. Third parties would only have access to current data if they can demonstrate a legitimate interest, as determined by the registrar, while public access would be limited to essential information.
In conclusion, the reform would make the Companies Registry the source of the partner’s legal standing and would strengthen the identification of the beneficial owner. It would done so at the cost of reshaping the role of the notary, who would become one of two possible routes for documenting and registering transfers, while also imposing new formal obligations on SLs.
In any event, the Draft Bill has now lapsed following the dissolution of the Spanish Parliament (Royal Decree 806/2026 of 5 October, published in the Official State Gazette on 6 October) and the calling of elections for 29 November. Pending parliamentary business lapses upon the dissolution of the Chambers. Accordingly, if the Government formed following the elections wishes to revive the reform, it will have to approve the Draft Bill again in the Council of Ministers and submit it to the newly elected Parliament.
Arturo Cabellos
Vilá Abogados
For more information, please contact:
va@vila.es
9th of October 2026