Legislative Reform: Transfer of a company’s registered office

Fecha de publicación: 19/10/2017
15:58

The Royal Decree-Law 15/2017 was published on October 7 in the Official State Gazette (BOE) and has meant a turning

The Royal Decree-Law 15/2017 was published on October 7 in the Official State Gazette (BOE) and has meant a turning point in the future of many companies and even the economy of the economy of the economy country globally. And why is it so important? This standard aims to facilitate that companies can change the registered office within the national territory.

The speed in the publication of this new regulation is closely linked to the situation of instability that is currently lived in Catalonia . However, it should be noted that this measure affects the entire national territory and not only to companies based in Catalonia.

Article 38 of the Constitution guarantees the “freedom of company”. And this has been the article that the government has cited to publish this new Royal Decree-Law with such speed.

greater legal certainty: Interpretation of article 285 of the Capital Societies Law

When the conflict arose, many companies had doubts regarding the interpretation of article 285 of the consolidated text of the Capital Societies Law. This article dictates the procedure for the modification of social statutes, and in a concrete way it addresses the transfer of the registered office to another point of the national territory.

Through Royal Decree-Law 15/2017, the Government has clarified the diffuse interpretation of the article. In this way, the transfer of registered office will be effective when the following points are met:

Agreement of the company administrator.
Elevation to public deed.
Processing in the corresponding commercial registry.

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fiscal domicile vs registered office

With the appearance of Royal Decree-Law, discrepancies have emerged when addressing the terms “registered office” and “fiscal domicile.” Broadly speaking, these are the main differences between both concepts:

Valencia, Alicante and Madrid: main receptors of Catalan companies
Madrid, Valencia and Alicante are the main “receivers” cities of Catalonia headquarters who have decided to set their headquarters in another community.

To date, Catalonia was the registered office of seven IBEX companies. Of these, six have already informed the National Securities Market Commission (CNMV) of the transfer of its headquarters.

Among the companies that quote on the IBEX and have changed their headquarters are:

Gas Natural Fenosa (Madrid)
CaixaBank (Valencia)
Abertis (Madrid)
Banco Sabadell (Alicante)
Cellnex (Madrid)
Colonial Real Estate (Madrid)

And in addition, companies such as Lleida.net, Eurona, Catalana Occidente, Edreams, Applus, Dogi, Service Point, Naturhouse, Codorniú, Grupo Planeta, Bimbo, Idilia Foods have been moved (Idilia Foods (possesses the cola-cao and nocilla brands, among others ), Aguas de Barcelona, Axa or MRW.

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