the digitalization of corporate law has required a reinterpretation of traditional principles, adapting them to an increasingly decentralized corporate reality. In this context, the Resolution issued by the Spanish Directorate General for Legal Security and Public Faith (DGSJFP) on November 21, 2025 (hereinafter, the “DGSJFP Resolution”) represents a significant milestone, addressing the notary’s role and location in shareholder meetings held by electronic means.
Background and Traditional Context
It is common for companies to request a notary’s presence at shareholder meetings to record the minutes, particularly in cases of disputes among shareholders, ensuring that the facts are formally documented.
Until now, notarial law had lagged somewhat behind commercial law. While the Spanish Companies Act (hereinafter, “LSC”) and its regulations allowed for notarial attendance at meetings, it was unclear where the notary should physically be located when shareholders participated remotely from different locations.
It is worth noting that, following the COVID-19 pandemic, Law 5/2021 of April 12 (published in the Official Gazette on April 13, 2021) introduced Article 182 bis of the LSC, regulating shareholder meetings by electronic means. Under this provision, shareholders may attend a meeting exclusively online, without physical presence, provided that:
- The company’s bylaws expressly allow this format (or are amended to do so); or
- All shareholders unanimously agree to hold the meeting online, even if the bylaws do not explicitly allow it.
Additionally, the law requires guarantees for:
a) The identity of participating shareholders or their representatives.
b) Effective participation of shareholders through appropriate remote means.
c) Implementation of necessary measures according to the state of the art and the company’s circumstances.
Issue and Consultation
A practical but critical question was posed to the DGSJFP:
In a shareholder meeting by electonic means, can the notary record the minutes from a location other than the company’s registered office, specifically, from the site where the chairman of the meeting manages the technical and logistical aspects of the online platform?
Article 182 bis establishes that a meeting is considered held at the company’s registered office, regardless of where the chairman is located. However, there had been legal uncertainty as to whether a notary could act outside their official jurisdiction to notarize the meeting.
DGSJFP’s New Dual Approach
In response, the DGSJFP issued a dual, flexible standard, offering two valid options:
1. Traditional Approach: The notary may remain at the company’s registered office, recording the minutes online. This preserves the formal logic of the statutory headquarters as the meeting location.
2. Chair Location Approach: The notary may be physically present at the location of the chairman of the meeting, the place where the technical infrastructure is organized and the meeting is monitored in real time. This location may be anywhere in the country, regardless of the registered office.
This dual approach resolves the legal uncertainty caused by the apparent conflict between commercial law and notarial law: the LSC considers the meeting held at the registered office, whereas notarial law traditionally restricted a notary’s authority to their local district.
For example, if a company is headquartered in Madrid, would a Catalan notary be able to intervene if the chairman of the meeting and technical infrastructure were located in Barcelona.
This dual standard removes the need for special authorisations from different Notarial Associations and adapts to the decentralized reality of shareholders meetings by electonic means.
Practical Implications
The resolution directly impacts corporate logistics and law firm operations for companies with geographically dispersed shareholders or directors. For instance, a company headquartered in Madrid can organize its technical operations in Barcelona and have a Catalan notary record the minutes alongside the chairman, without requiring special approvals or authorisation.
This regulation ensures that notarial actions remain fully valid, protecting both the company and the notary against potential challenges or disputes arising from meeting decentralization.
Conclusion
The DGSJFP Resolution marks a milestone in the digitalization of Spanish corporate law, eliminating territorial barriers and establishing a flexible model for shareholder meetings by electonic means.
For international companies and law firms, this doctrine clarites the scope of a notary’s authority, allowing meetings to adapt to today’s technological realities while maintaining full legal validity. In essence, it transforms digitalization into a strategic tool for modern corporate governance.
Kengo Matsuoka
Vilá Abogados
For more information, contact:
23rd January 2026
