Certificate of resolutions of a general meeting or board of directors (Spain)
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For the director or board secretary of a Spanish limited or public company who must prove resolutions already passed to a bank, a notary, the Registro Mercantil or a customer: a Spanish certificate copying the resolutions from the approved minutes, signed by the person entitled to certify (art. 109 of the Spanish Commercial Registry Regulation) and, where needed, approved by a second signature. To enter a resolution in the Registro Mercantil, it is as a rule put into a public deed before a notary; some, such as the appointment of directors, are entered on this certificate with the signatures certified by a notary. In Spanish.
- Made for use in Spain
- Last updated October 20, 2026
Published byDocMuse
When to use this document
- Your bank in Spain asks for a certificate of the members' resolution before it changes who can use the company account.
- The notary needs a certificate of the meeting's resolutions to draw up the deed.
- A customer or supplier wants proof that the board of your Spanish company approved the deal.
- You want a signed document proving what the members decided at the meeting.
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)
- Person issuing the certificate
- 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)
- Body whose decisions are certified
- Date of the meeting
- Where the meeting was held
- Share capital present or represented (percentage)
- Board members present or represented, out of how many
- Notice of meeting: date and channel (if the meeting was called)
- The resolutions being certified, copied word for word from the minutes
- Votes for, against and abstaining (as % of the capital)
- Board votes for, against and abstaining
- How the minutes were approved
- City
- Date
Common questions
- Who may sign a certificate of a Spanish company's resolutions?
- Whoever has the power to certify and holds a post that is current and entered in the Registro Mercantil (art. 109 of the Spanish Commercial Registry Regulation): the sole director, any of the several directors acting severally, the joint directors together or, where there is a board, its secretary or deputy secretary with the approval of the chair or deputy chair. That is why the document has a second signature line for the approval.
- Does this certificate have to go to a Spanish notary?
- To enter a resolution in the Registro Mercantil, yes. As a rule, the resolution is put into a public deed before a notary (art. 18 of the Spanish Commercial Code), for example to amend the articles; in some cases, such as the appointment of directors, this certificate with the signatures certified by a notary is enough (art. 142 of the Spanish Commercial Registry Regulation). For other uses, such as proving a resolution to a bank or a customer, the recipient decides: ask beforehand whether the signed certificate is enough.
- Can a resolution be certified before its minutes are approved?
- No. What is certified is what appears in approved minutes: approved by the meeting itself at the end or, within the next fifteen days, by the chair and two members acting as scrutineers (art. 202 of the Spanish Companies Act); resolutions can be carried out from the approval of the minutes. Copy the resolutions word for word, without summarising, and if the certifier was just appointed, the registry requires the previous holder of the post to be notified (art. 111 of the Spanish Commercial Registry Regulation).
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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