Spain's corporate legislative regime is undergoing its most significant overhaul in over a decade. The reforms, introduced through amendments to Spanish corporate legislation, take effect progressively from 1 January 2025, with final implementation deadlines falling before 30 June 2025. International companies with a Spanish presence – whether through a Sociedad Anónima (SA, public limited company) or a Sociedad de Responsabilidad Limitada (SL, private limited company) – face direct compliance obligations. Failure to act before the applicable deadlines can result in administrative sanctions, restrictions on corporate rights, and potential liability for directors.
Spain's 2025 corporate law reforms introduce mandatory updates to articles of association, revised rules on shareholder resolutions and board of directors composition, and tightened requirements for digital filings with the Registro Mercantil (Commercial Registry). Companies incorporated under Spanish corporate legislation must review and, where necessary, amend their constitutional documents before 30 June 2025. Non-compliant entities risk suspension of registry services and loss of standing to exercise certain corporate rights.
This alert sets out the key regulatory changes, identifies which business categories are affected, and provides a prioritised action checklist for international companies operating in Spain.
What has changed and when it takes effect
The reforms amend the foundational body of Spanish corporate legislation governing both SA and SL structures. The changes span several distinct areas of corporate governance.
Articles of association and registered office. Companies must now ensure that their articles of association – the estatutos sociales (corporate charter) – expressly address electronic participation at general meetings and remote voting procedures. Any provision that contradicts or omits these rules becomes unenforceable as of 1 January 2025. Additionally, the registered office – domicilio social – must correspond to the actual place of effective management or principal activity. Registry authorities may now challenge inconsistencies between the stated address and operational reality.
Shareholder resolution procedures. The threshold criteria for certain shareholder resolutions have been revised. Resolutions approving related-party transactions above a prescribed value now require a qualified majority. Resolutions adopted in breach of these thresholds are voidable and may be challenged before the Tribunal Supremo (Supreme Court of Spain) or the relevant commercial court. The challenge window under Spanish civil procedure rules is strict – international shareholders unaware of this change face a real risk of missing it.
Board of directors obligations. Boards of Spanish companies must now formally adopt and publish a conflicts-of-interest policy. For companies with ten or more employees, the board must also document diversity criteria for its own composition. These measures must be reflected in internal regulations filed with the Registro Mercantil by 30 June 2025.
Digital filing and the notarial process. All corporate acts requiring a public deed. executed before a Notario (Spanish notary). must now be submitted electronically to the registry within fifteen business days of the notarial act. Paper-based submissions are no longer accepted for companies incorporated after 1 January 2024. Companies incorporated earlier have until 30 June 2025 to migrate to the electronic channel.
For international businesses managing cross-border structures, our corporate law advisory in Spain covers full compliance assessment across all entity types and registry obligations.
Who is affected: entity types and threshold criteria
The reforms apply to all companies incorporated under Spanish corporate legislation. The following categories face the most immediate compliance pressure.
Foreign-owned SL structures – the predominant vehicle for market entry by international investors – must update their articles of association to incorporate electronic meeting participation rights. Many existing SL constitutions predate digital governance entirely. Where the original deed was executed before a Spanish Notario without these provisions, a supplementary deed of amendment is required.
SA structures with listed or widely held capital face the broadest set of new obligations, including mandatory board diversity documentation and enhanced shareholder resolution thresholds. Even unlisted SAs used as holding vehicles within multinational groups are captured by the related-party transaction rules.
Joint ventures and multi-shareholder structures with a Spanish entity as the operating vehicle must review shareholder agreements alongside the articles of association. Conflicts between existing shareholder agreements and the updated corporate legislation can render specific provisions unenforceable under Spanish law.
Branches of foreign companies are not directly subject to the SA/SL reform provisions, but the updated registered-office rules affect how branches must document their place of management for registry purposes.
Companies that completed transactions – acquisitions, restructurings, capital increases – in 2024 under the old rules should treat those structures as priority review items. The Tribunal Supremo and commercial courts in Spain have historically applied new corporate governance standards retrospectively to ongoing disputes. For businesses also considering structural changes across borders, our team's analysis of mergers and acquisitions in Spain addresses how the reformed governance rules interact with deal structuring.
To receive an expert assessment of your Spanish entity's compliance position, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The window for cost-effective compliance is narrowing. The following actions should be addressed in order of priority before 30 June 2025.
- Audit your articles of association. Review the current estatutos sociales against the updated legislative requirements. Identify missing provisions on electronic meetings, remote voting, and conflicts-of-interest policy. Instruct a Notario to execute an amendment deed as early as possible – notarial slots fill quickly as the deadline approaches.
- Verify your registered office entry in the Registro Mercantil. Confirm that the address on file matches actual operational reality. Where discrepancies exist, file a rectification through the electronic registry channel. Unresolved discrepancies expose directors to personal liability under Spain's corporate legislation.
- Review shareholder resolution records. Identify any resolutions passed in the past 12 months that may not meet the new qualified-majority thresholds for related-party matters. Where doubt exists, consider ratifying those resolutions under the new requirements before they become the subject of a third-party challenge.
- Update board governance documents. Draft and formally adopt a conflicts-of-interest policy. Where the board composition does not yet address diversity criteria, document the board's stated approach in writing, even if structural change is not immediate.
- Migrate to electronic filing. Register your company's authorised representative for the digital filing channel with the Registro Mercantil. Confirm that all pending corporate acts – particularly those executed by a Notario in late 2024 – have been submitted electronically within the required filing window.
International companies managing parallel reforms in Portugal may also find it useful to review our alert on corporate law reforms in Portugal, which addresses related governance changes in the adjacent civil law jurisdiction.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. As an international law firm with deep expertise in Spain. Our team combines Spanish and Portuguese civil law tradition with English common law practice to deliver results-oriented counsel on company registration, corporate governance, and regulatory compliance. We advise international entrepreneurs, institutional investors, and in-house legal teams on SA and SL structures, Registro Mercantil filings, and board governance matters across the Iberian Peninsula. Our corporate law practice spans 15 practice areas, and our attorneys have advised on multi-jurisdictional restructuring and market entry matters across both civil law and common law systems. Engaging a lawyer in Spain with genuine cross-border experience is essential when navigating reforms that affect both local governance and international holding structures. To discuss how the 2025 reforms affect your Spanish entity, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.