Certificate of the directors' decision to move the registered office (Spain)
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For the director or board of a Spanish limited or public company moving its registered office elsewhere in Spain: a Spanish certificate of the management body's decision (art. 285.2 of the Spanish Companies Act) and of the new wording of the article of the articles of association, signed by the person entitled to certify. The decision is then put into a public deed before a notary and entered in the Registro Mercantil: those steps are the notary's and the registrar's. In Spanish.
- Made for use in Spain
- Last updated October 20, 2026
Published byDocMuse
When to use this document
- Your company in Spain is moving to new premises and the registered office in the articles must change.
- The notary asks for a certificate of the director's decision before drawing up the deed.
- Your Spanish company is moving its registered office to another city and the articles let the director decide it.
- You want the board's decision on the new registered office set down in a signed certificate.
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)
- Form of the company's management body
- Date of the decision
- Where the board met (if the company has a board)
- Board members present or represented, out of how many
- Board votes for, against and abstaining
- New registered office (street, number, postcode and town)
- Date the change takes effect
- Article of the articles of association that sets the registered office
- City
- Date
Common questions
- Is this certificate enough to have the new registered office entered in the Spanish Registro Mercantil?
- No. The decision is put into a public deed before a Spanish notary, and the deed is entered in the Registro Mercantil; those steps are the notary's and the registrar's. If the new office is in another province, the registry of origin issues a certificate of the company's entries for the registry of the new province (art. 19 of the Spanish Commercial Registry Regulation). This certificate is the document the company takes to the notary.
- Can a Spanish company's director move the registered office without a shareholders' resolution?
- Yes, anywhere in Spain, unless the articles of association expressly say that the management body does not have that power (art. 285.2 of the Spanish Companies Act, as worded by Royal Decree-Law 15/2017). If the articles expressly deny it, the general meeting decides the move, and its resolution is proved with a certificate of the meeting's resolutions. Check the articles before signing.
- Can this document be used to move a Spanish company's registered office abroad?
- No. Moving the registered office out of Spain is a structural change with its own procedure, decided by the general meeting and requiring a public deed. This certificate covers only a move within Spain, the only one that art. 285.2 of the Spanish Companies Act leaves to the management body.
- Must the Spanish tax authorities also be told of the new address?
- Yes. The change of tax address is notified on the census return, modelo 036, filed free of charge on the Agencia Tributaria's website. A company taxed by the Foral Treasury of Navarre or by the Basque Foral Treasuries (Álava, Bizkaia, Gipuzkoa) notifies its own treasury. This document does neither of those steps.
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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