Minutes of an S.L. general meeting dissolving the company and appointing a liquidator (Spain)
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For the members of a Spanish limited company who decide to close it: Spanish minutes of the general meeting that resolves the voluntary dissolution (art. 368 of the Spanish Companies Act), opens the liquidation and appoints a liquidator, with a certificate of the minutes and the liquidator's acceptance. It is the private part of the closure: the resolution is put into a public deed before a notary and entered in the Registro Mercantil, and the liquidation ends with another deed, of extinction. In Spanish.
- Made for use in Spain
- Last updated October 20, 2026
Published byDocMuse
When to use this document
- The members have decided to close their limited company in Spain because it no longer trades.
- Your Spanish company has been dormant for years and you want to stop paying to keep it alive.
- The notary asks for the minutes of the meeting that decided the dissolution before drawing up the deed.
- You need to name the person who will wind up the company once it is dissolved.
What you fill in
The details the document asks for.
- Company name
- Company's NIF (Spanish tax number)
- Company's current registered office
- Registro Mercantil details (registry, volume, folio, sheet)
- Kind of general meeting
- Where the meeting was held
- Date of the meeting
- Time of the meeting
- Chair
- Secretary
- Share capital present or represented (percentage)
- Notice of meeting: date and channel (if the meeting was called)
- Liquidator
- Liquidator's DNI or NIE (Spanish identity number)
- Liquidator's address
- Person issuing the certificate
- Votes for, against and abstaining (as % of the capital)
- DNI or NIE of the person certifying (Spanish identity number)
- Post of the person certifying (e.g. sole director, board secretary)
- Second signatory or person giving the approval (if needed)
- Post of the second signatory (e.g. board chair)
- DNI or NIE of the second signatory (Spanish identity number)
- City
- Date
- Date the post is accepted
Common questions
- Is the Spanish limited company closed once these dissolution minutes are signed?
- No. The resolution is put into a public deed before a Spanish notary and entered in the Registro Mercantil, which publishes it in the BORME (art. 369 of the Spanish Companies Act). The liquidator then collects, pays the debts and prepares the final liquidation balance sheet, which the meeting approves (art. 390), and the company is extinguished by another public deed that is registered (arts. 395 and 396). The deeds are the notary's and the entries the registrar's.
- What majority does the meeting need to dissolve a Spanish limited company?
- The one Spanish law requires to amend the articles (art. 368 of the Spanish Companies Act): in a limited company, more than half of the votes attached to the shares into which the capital is divided (art. 199), unless the articles require more. Record the votes for, against and abstaining in the minutes. Dissolution for a legal cause, such as serious losses, has another majority and other time limits and is not this document.
- What happens if the meeting does not appoint a liquidator when dissolving the company?
- Unless the articles say otherwise, those who were directors when the company was dissolved become its liquidators (art. 376 of the Spanish Companies Act). These minutes appoint the liquidator expressly, whether the same person who managed the company or someone else, and record the acceptance. The liquidator may be a member or an outsider.
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.
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