As we already anticipated in our article of March 10, 2017, The BUSINESS REGISTERS INTERCONNECTION SYSTEM (Hereinafter referred to as “BRIS”) will be brought into operation in June 2017.

The purpose of BRIS is to allow the publication of the data and documents of the commercial registers, as well as the electronic communication between the registries of different States for the purposes of the coordination of information regarding head offices, foreign branches and cross-border mergers.

On May 9, 2017, the Directorate General of Registers and Public Notaries (Dirección General de los Registros y del Notariado – “DGRN”) published an Instruction on the interconnection of commercial registers, which comes to establish the way the Spanish Commercial Registries should perform in the legal framework thereof.

The following data regarding companies shall be made available to the public by the Commercial Registries:

  • The public deed of incorporation, the by-laws, and their modifications, including the extension of the duration of the company;
  • The appointment, termination of office and particulars of the person who either as a body constituted pursuant to law or as members of any such body:

i. are authorised to represent the company in dealings with third parties and in legal proceedings; (it must appear from the disclosure whether the persons authorised to represent the company may do so alone or must act jointly);

ii. take part in the administration, supervision or control of the company.

  • at least once a year, the amount of the capital subscribed, where the instrument of constitution or the by-laws mention an authorised amount of capital (unless any increase in the capital subscribed involves an amendment of the by-laws);
  • the accounting documents for each financial year
  • any transfer of the domicile of the company
  • the winding up of the company;
  • any declaration of nullity of the company by the courts;
  • the appointment of liquidators, particulars concerning them, and their respective powers (unless such powers are expressly and exclusively derived from law or from the by-laws of the company);
  • The termination of the liquidation and the cancellation of registration in the Member States where it produces legal effects;

Likewise, the available date regarding foreign branches:

  • The mailing address of the foreign branch;
  • The indication of the activities of the branch;
  • The central register, commercial register or company register in which the company’s registered file has been opened and its registration number therein;
  • The denomination and the form of the company as well as the denomination of the branch if the latter does not correspond to that of the society;
  • The appointment, termination of office, as well as the identity of persons who have the power to bind the company against third parties and to represent it in court;
  • The dissolution of the company, the appointment, the identity and the powers of the liquidators, as well as the termination of the liquidation, in accordance with the publicity of the company; 
  • Any bankruptcy procedure, creditors’ agreement or similar procedure of which the company is subject;
  • Accounting documents; 
  • The closure of the branch.

In Spain, the above information may be consulted at the electronic headquarters of the Official Association of Spanish Property and Commercial Registrars, with such information as the name and legal form of the company, its registered office, the Member State in which it is registered and the registration number being free of charge.

For interconnection purposes, the companies shall have a unique identification code within the framework of the system of interconnection of commercial registers that is composed of: country code (for example, “ES” in the case of Spanish companies), Mercantile Registry code followed by a dot; the unique company identifier or subject code.

Above all, transparency will be provided to the market, facilitating access to information on European Union companies, and reducing the bureaucracy necessary to register corporate changes affecting companies which form a part of multinational corporations.

 

 

Carla Villavicencio

Vilá Abogados

 

For more information, please contact:

va@vila.es

 

2nd of June 2017