Will it be necessary to register the shares of an SL in the Commercial Registry? What could change if the reform is approved

Limited liability companies (SL) could face an important change in corporate matters if the Draft Organic Law on Public Integrity is finally approved. Among the measures contemplated by the text, one of the most relevant is the possible creation of a special section in the Commercial Registry to record the ownership of company shares, their transfers, certain charges and seizures.

At present, the ownership of the shares of an SL is recorded in the shareholders’ register book, which is an internal company document maintained by the management body. The draft law proposes a different model, with greater registry visibility and more traceability.

The current system: how does the transfer of shares in an SL work today?

The company shares of a Limited Liability Company (SL) are the unit into which the share capital is divided and represent each shareholder’s ownership stake. Unlike the shares of a public limited company, in general terms, the shares of an SL are not freely transferable; the Capital Companies Law (hereinafter, LSC) itself restricts their circulation in order to preserve the composition of the group of shareholders.

Today, when a shareholder sells, donates or transfers their shares by inheritance, the transaction must be recorded in a public document (article 106.1 LSC). Normally, a public deed. However, the Supreme Court —in its well-known judgment of 14 April 2011, confirmed by STS 406/2023— has clarified that this formal requirement is not an essential requirement for the validity of the contract: the public deed fulfils an evidentiary function (ad probationem) and a function of enforceability against third parties (ad exercitium), but it does not condition the perfection of the transaction between the parties.

This means that, in practice, a purchase and sale of shares agreed in a private document may be valid and binding between buyer and seller. What it cannot guarantee, if it is not duly formalised, is that the company and third parties are obliged to recognise the new holder.

The Shareholders’ Register Book: the missing link

Once the deed has been granted, the transfer must be recorded in the company’s own Shareholders’ Register Book(article 104 LSC). This book, which the company keeps internally, records the identity of all shareholders, the number of shares they hold and the history of transfers.

Failure to record the transfer in the Shareholders’ Register Book has very specific consequences: the company may refuse to recognise the acquirer, preventing them from exercising political rights such as voting at the general meeting, or economic rights such as receiving dividends. In practice, the buyer who does not appear in the Register Book does not exist for the company, with all that this entails.

The most important change: registration would have constitutive effect

On 9 July 2025, the Government announced the State Plan to Fight Corruption, which includes as a key measure the obligation to register transfers of company shares of SLs in the Commercial Registry. To implement this reform, the Council of Ministers approved on 17 February 2026 the Draft Organic Law on Public Integrity, which amends the Commercial Code, the Commercial Registry Regulations and the Capital Companies Law itself.

The reform, which is currently undergoing parliamentary processing, introduces a major change: registration in the Commercial Registry would have constitutive effect for the exercise of shareholder rights. In practical terms, this means that anyone acquiring shares in an SL would not be able to exercise any right —neither political nor economic— until their ownership is recorded in the Commercial Registry.

What exactly is constitutive registration?

The concept should be clarified. When registration has declaratory effect —as is the case today— the legal act, namely the transfer, is valid and produces effects between the parties regardless of whether it is registered. Registration simply gives it publicity and enforceability against third parties. When, by contrast, registration has constitutive effect, the act does not produce all its effects until it is registered. Without registration, the acquirer is not recognised as a shareholder for any purpose.

This is the fundamental transformation proposed by the Draft Law: the Commercial Registry would cease to be a mere repository of historical information on the corporate structure and would become the instrument that determines who is a shareholder and who is not.

Aspect	Current System	Proposed System
Formalisation of the transfer	Public deed before a notary	Electronic private document with qualified electronic signature (standardised format)
Registration in the Commercial Registry	Not mandatory for transfers subsequent to incorporation and other acts (i.e. capital increase)	Mandatory with constitutive effects
Recognition of shareholder rights	From registration in the internal Shareholders’ Register Book	From registration in the Commercial Registry
Shareholders’ Register Book	Internal company document	Mandatory annual filing with the Commercial Registry together with the annual accounts
Presumption of ownership	Does not exist for registry purposes	The person appearing registered in the Commercial Registry is presumed to be the holder
Transparency of beneficial ownership	Limited (25% threshold in the Central Register of Beneficial Ownership)	Public for all shares, with different levels of access

What practical implications would it have for shareholders and companies

If the reform were approved as currently proposed, registry registration would come to play a central role in the shareholder’s standing. It would no longer be enough to document the transfer internally or to record it only in the shareholders’ register book: in order to produce effects vis-à-vis the company and third parties, the transaction would have to be recorded in the Commercial Registry.

This could directly affect matters such as the exercise of the shareholder’s political and economic rights, proof of ownership in corporate proceedings and the security of transactions in due diligence processes, purchases and sales of shares or capital reorganisations.

A digital procedure to document transfers and charges

The draft law also introduces a digital system to document transfers of shares and the creation of certain charges. These transactions could be formalised in an electronic private document, with standardised content and format, signed by means of a qualified electronic signature. Registration could also be carried out on the basis of judicial or administrative documents.

In addition, the procedure would be carried out entirely online, through the platform enabled at the electronic headquarters of the Association of Registrars. Once the transaction has been verified, the registrar would issue an electronic certificate proving the registry record.

Practical implications for shareholders and companies: what needs to be done?

The reform will require a significant adaptation effort, especially in those companies whose shareholding structure has evolved over the years without leaving an updated registry record.

These are the main actions we recommend assessing from now on:

1. Audit the Shareholders’ Register Book. Review that it faithfully reflects the current corporate composition, with all historical transfers correctly documented, including those carried out by inheritance, donation or court decision.
2. Regularise transfers pending formalisation. If there are transfers agreed in a private document that have not been notarised in a public deed or registered, it is advisable to formalise them before the new regime enters into force, in order to avoid uncertainties about the validity and ranking of each transfer.
3. Verify the identity of the beneficial owner. The Draft Law requires the identification of the individuals who hold the status of beneficial owner under anti-money laundering regulations to be included in the Shareholders’ Register Book. It is advisable to anticipate this obligation.
4. Design an internal transfer protocol. Establish a clear procedure so that any change of ownership is documented, communicated to the company and registered in due time and form, preventing the new shareholder from being left in a legal limbo.
5. Review the articles of association and shareholders’ agreements. Some articles of association provide for authorisation or pre-emption and redemption procedures that will have to be coordinated with the new mandatory registration system in order to avoid procedural contradictions.

Seizures, charges and forced transfers: greater traceability

Another particularly relevant point of the draft law concerns the seizure of company shares. The new model would allow seizures agreed in judicial or administrative proceedings to be recorded directly in the Commercial Registry when the shares are already registered in the special section. When they were not previously registered, the registrar could verify ownership against the shareholders’ register book filed by the company.

The reform would also extend to pledges, other charges and forced transfers. In all these cases, registry registration would become a key element for producing effects vis-à-vis third parties and vis-à-vis the company itself.

Who could access this information

The reform defines access to the information contained in this new registry section. The company itself, the shareholders, the holders of rights in rem or charges over the shares, and the Public Administrations and competent authorities would have access to the full content, under the legally established terms. Third parties external to the company could access the current data if they prove a legitimate interest before the commercial registrar, while for the general public access would be limited to essential information and in compliance with personal data protection regulations.

So, is it already mandatory to register the shares of an SL? No. We are therefore still awaiting approval of the Law.

Which limited liability companies does the rule affect?

It affects all limited liability companies, whether or not they were incorporated when the rule enters into force.

In accordance with the fifth transitional provision of the draft law, within one year from the entry into force of the law, the directors of limited liability companies incorporated prior to said entry into force shall submit to the Commercial Registry corresponding to their registered office a certificate issued in an electronic document with standardised content and format and authorised with the qualified electronic signatures of those who sign it, containing an updated list of the ownerships and, where applicable, of the rights in rem established over the company’s shares.

Once the aforementioned period has elapsed without the said certificate having been submitted, this shall result in no document relating to the company being registered in the Commercial Registry while the breach persists. Exceptions are made for instruments relating to the removal or resignation of directors, managers, general managers or liquidators, and to the revocation or renunciation of powers of attorney, as well as to the dissolution of the company and appointment of liquidators and to entries ordered by the judicial or administrative authority.

Conclusion

The obligation to register the ownership of the shares of an SL in a special section of the Commercial Registry is envisaged. If the draft law is approved as it stands, registry registration would cease to be a mere informative record and would become an essential element for the transfer of shares to be enforceable and for the shareholder to be able to fully exercise their rights vis-à-vis the company and third parties.

At the same time, the proposed model would involve more formalities, greater digitalisation of procedures and an increase in the obligations of the management body. For this reason, in corporate transactions, purchases and sales of shares or reviews of capital structure, having up-to-date legal advice can be decisive.