It is the notarial document through which a company modifies the name that identifies it and presents it to the market, such change must be publicized through its corresponding registration in the Mercantile Registry.
This is a merely informative and non-binding estimate. This estimate is calculated based on two criteria: 1) our knowledge of the Notarial Tariff and 2) our daily experience in the preparation of this type of notarial document. (Royal Decree 1426/1989, November 17, 1989). and 2) our daily experience in the preparation of this type of notarial document. However, any variation (upward or downward) will be duly justified at the time of issuing the final invoice for the notarial service rendered.
Broadly speaking, and using plain language, the corporate name is the "legal name" of the company, i.e., that which allows it to be identified, i.e., to individualize it from the rest of the companies operating in the market and, therefore, to distinguish it from the rest.
Thus, through this corporate name, the legal entity has its own unique identity, which allows it to be properly identified before the public administrations and before the suppliers and clients with whom it contracts.
Having said this, it is necessary to add that every capital company, when it is created, must have a corporate name, for the purposes described above, which cannot coincide with that of another pre-existing company (art. 7 LSC), and which must necessarily include the indication of the type of company in question (art. 6 LSC). Thus, in the case of a limited liability company, its name must necessarily include the indication of "Sociedad de Responsabilidad Limitada", "Sociedad Limitada" or its abbreviation "S.L." and in the case of corporations, the indication of "Sociedad Anónima" or its abbreviation "S.A.".
It is also essential to bear in mind that the corporate name must be included in the company's bylaws (art. 23 LSC).
In any case, and beyond the legal questions exposed, it is in my opinion very important that those interested in incorporating a company or in modifying its corporate name reflect deeply on it, since its determination can have a great influence on the future of their company. As it is known nowadays thanks to marketing studies, a good corporate name can contribute to the products or services of a company being widely known by its target public, which will contribute significantly to the increase of its turnover, while a bad name can hinder the company's day-to-day operations as well as its positioning in the market.
Therefore, as indicated, the corporate name of the company, beyond a legal issue, is undoubtedly a matter that is closely related to the field of marketing and market positioning, so that when choosing the desired name, it may be very appropriate to consult with branding specialists who can help and advise us to choose the name that can best help the company to position itself adequately in the market it operates.
As is logical, the circumstances surrounding the life cycle of a commercial company are changeable over time, so that the facts that motivated the designation of the company with a certain corporate name may be altered over the years and, therefore, make it advisable to modify or update it.
Thus, the start of new lines of business or the abandonment of others that have been exhausted may make a change of corporate name advisable in order to adequately align this name with the current reality of the company's economic and commercial activity.
Likewise, many other circumstances may make a change of name advisable, such as significant changes in the shareholding when the name is closely linked to the name of the previous owner (imagine here the classic company called "Hijos de Juan Pérez, S.L." if the company is sold to people outside that family), negative connotations of the words that make up the current composition of the company name, social changes that make it advisable to update the terms of the name to provide it with a more modern varnish, etc.
Regarding the regulations that regulate in greater detail the corporate name of commercial companies, it is necessary to bring up the provisions of articles 398 and following of the Mercantile Registry Regulations.
Thus, the aforementioned regulation establishes, as basic principles, and as it can not be otherwise, that:
Thus, starting from this basic principle, it is necessary to point out the following issues:
The corporate name must be formed by letters of the alphabet, in any of the official languages of the Spanish State. Likewise, if figures are to be included, this will be possible by means of Arabic numerals or Roman numerals.
Likewise, as regards the content of the name, the law determines that it may consist of a subjective name or company name, i.e., with the inclusion of the name of a person (for example, "Talleres mecánicos Juan Pérez, S.L.") or with an objective name, i.e., with a name that does not correspond to any person (for example, "Talleres mecánicos MACEL, S.L.").
That said, as already mentioned in a previous question, the corporate name must include a reference to the type of company in question. Thus, in the case of a limited liability company, the name must necessarily include the indication of "Sociedad de Responsabilidad Limitada", "Sociedad Limitada" or its abbreviation "S.L." and in the case of corporations, the indication of "Sociedad Anónima" or its abbreviation "S.A.".
<ejemplo>A modo de ejemplo, si alguien quiere llamar a su empresa “Talleres mecánicos Juan Pérez”, y se trata de una sociedad de responsabilidad limitada, deberá añadir a ese nombre la indicación de “Talleres mecánicos Juan Pérez, S.L.”.<ejemplo>
Furthermore, as it cannot be otherwise, the corporate name may not include expressions that are contrary to the law, public order or good customs, so that names that contain insults or expressions that are degrading or demeaning to third parties will not be admitted.
Finally, as has also been mentioned, the corporate name, as it must be unique, will not allow names containing terms or expressions that may lead to error or confusion in the commercial traffic about the identity of the company or entity (as for example would happen if part of the name of another company is used maliciously so that potential clients believe that it is part of that group of companies), nor will it allow the use of official names, such as the adjectives "national", "state" "public", etc., in order to avoid possible confusion about its corporate and private nature.
It should also be taken into account that there are certain specific types of companies that can only be incorporated by companies that carry out a specific corporate purpose regulated by sectorial regulations that establish a series of additional requirements for the valid incorporation of a company in that field of activity.
This may be the case, for example, in financial credit institutions or insurance agencies or brokers.
Thus, the name of an ordinary capital company, i.e., a limited liability company or a corporation, may not include in its name references to this type of activities, in order to avoid that any person may fall into the error that such company is qualified to carry out that specific economic activity, when this is not the case.
Once the interested party has a clear idea of what he/she wants the new name of his/her company to be, an application must be submitted to the Central Mercantile Registry, so that it can validate whether or not it is indeed possible to assign this desired name to the company, in view of the previous names of other companies and all the legal rules that have been explained in the previous question.
Therefore, if the chosen name complies with the requirements, the Central Mercantile Registrar will issue, within three days, a certificate stating that the name is not registered.
Thus, once the aforementioned certification is issued, this will imply a temporary reservation of the requested name, so that during a period of six months, the name will be "frozen" or kept in favor of the interested party, while waiting for the corresponding deed of change of corporate name to be granted and registered in the Mercantile Registry, so that said name becomes the definitive and official name of the company.
In view of the above, once the interested party has its negative certification, it will be possible to execute the deed of change of corporate name, after which it will be registered in the Mercantile Registry so that the process is completed.
No, because as indicated above, the rule determines that the deed of change of corporate name cannot be granted without providing the certification that such name has not been previously registered by another company, which, in addition, must be delivered to the notary to be notarized in the parent deed.
Likewise, as it cannot be otherwise, the deed of change of corporate name can only be granted if the name indicated in the deed coincides exactly with the one requested in the certification.
Finally, it should also be noted that, in relation to the certification, it must be presented in original form to the Notary (a photocopy is not valid) and that in the case of a change of name, the request can only be made by the company itself, so that if it is made by a different person, it will not be valid.
In order to execute a deed of change of corporate name, it is only necessary to contact the notary's office (by calling the contact telephone number of the notary's office or at the e-mail address mercantil@jesusbenavides.es) and make an appointment on the day and time most convenient for the grantors.
On the agreed date and time, the grantors must simply go to the notary's office with the necessary documentation (see section on necessary documentation) to sign the corresponding deed, which will be drafted based on the minimum legal content required and the forecasts and needs of the clients in question.
In any case, if the interested parties need assistance in relation to the models of certificates resulting from the adoption of the necessary corporate resolutions for the amendments to the bylaws to be dealt with, they can contact the notary's office for assistance and advice in this regard.
Pursuant to Article 108 of the Mercantile Registry Regulations, regarding the persons empowered to notarize, the notarization of corporate resolutions adopted by the General or Special Meeting or by a collegiate administrative body, corresponds to the person empowered to certify them, which, by virtue of Article 109 of the aforementioned regulations, shall correspond, in relation to the minutes and resolutions of the collegiate bodies of mercantile companies:
In all these cases, it will be necessary that the persons issuing the certification have their position in force at the time of issuance, since in order to register the agreements contained in the certification, the position of the certifier must have been registered, previously or simultaneously.
And, in any case, as a formal matter, it will also be necessary to take into account that agreements that do not appear in approved and signed minutes or in notarized minutes may not be certified.
The decisions of the sole shareholder, recorded in the minutes under his signature or that of his representative, may be executed and formalized by the shareholder himself or by the directors of the company.
It may also be carried out by any of the members of the administrative body with a valid appointment and registered in the Mercantile Registry, when they have been expressly empowered to do so in the corporate deed or in the meeting in which the resolutions have been adopted.
If the interested party so desires, the authentic copy of the deed can be delivered to him/her on the same day of the signing, but in such case, he/she must go to the Commercial Registry to register it, since this is a necessary step for the agreed modification to be fully effective.
Of course, if so desired, it is possible to entrust this management to the notary's office itself, which will telematically send the deed to the Commercial Registry in order to obtain its registration.
Once this has already taken place, the authentic copy of the deed will be delivered to the grantors, which will be much more useful, since from that moment on the document will be able to have all its effects.
It is enough that the administrator or representative of the company goes to the notary's office with his ID card. In the case of a foreign person, he/she must present to the notary his/her original and valid passport. In addition, the NIE must be presented together with the aforementioned passport.
Normally it will be necessary to provide the certification of the resolution of the general meeting or of the decision of the sole shareholder resulting in the change of name of the company. The notary's office can advise and assist in the preparation or preparation of this type of certificate at no additional cost.
It will be essential to provide the negative certification of denomination, issued by the Central Mercantile Registry, as the intended denomination is not already registered by another pre-existing company (bear in mind that this certification must be requested by the company itself). If the interested parties so wish, it is possible for this procedure to be carried out directly by the notary's office.
The relevant documentation relating to the company within which the change of name is intended to be made must be submitted to the notary. For this purpose, the authentic copy of the deed of incorporation of the company must be provided, as well as any subsequent deed modifying the articles of association. However, from the notary's office we can access telematically to the Mercantile Registry where the company is registered to verify part of such documentation and to corroborate the data that are in force at the moment of granting the deed of change of name.
Practically every time someone goes to sign at a notary's office on behalf of a company, it is mandatory to identify at that moment, before the notary, which partners (even if not present) within the company hold more than 25% of the capital stock of the company at that moment. In order to carry out such identification, the Law obliges to exhibit the authentic copy of the corresponding notarial act called "Act of beneficial ownership".
Now then, in case of forgetting to provide this document or not finding it, from the notary's office itself it is possible to verify telematically on a common database, before which notary the same one was granted and to solve this oversight. In the event of not having the said deed drawn up and signed, or having it out of date because the percentages of the capital stock among the partners have changed, the notary's office itself will prepare the said deed for you at the moment.
