The Commercial Registry is the public registry where companies and their main acts are recorded: incorporation, articles of association, directors, powers and annual accounts. Its effect is legal publicity: what is registered is presumed known by everyone and is enforceable against third parties. What it does not record is ownership of the shares or stock.
What is recorded in the Commercial Registry
Each province has its Commercial Registry, and each company has a registry page. The following acts, among others, are recorded there:
- The incorporation of the company and its articles of association, with the corporate purpose, registered office and capital.
- Increases and reductions of capital, including changes to the nominal value.
- The appointment and removal of directors, and general powers of attorney granted and revoked.
- Structural modifications: mergers, spin-offs, transformations, dissolution and liquidation.
- The annual filing of accounts, which anyone can consult by requesting a registry note or certificate.
For an issuer this has a direct implication: every serious investor will ask for a company registry extract before signing. If the management body is not up to date, there are expired positions or the accounts have not been filed, the deal stalls before terms start being negotiated.
What effects does registration have
Registration is not a decorative formality: it changes the company's legal position vis-à-vis third parties.
- Public disclosure. The content of the Registry is public and is presumed known by everyone from its publication. No one can claim they were unaware of a registered fact.
- Opposability. What is registered produces effects against third parties; what is not registered, in general, does not prejudice them. A non-registered removal of a director, for example, may not be enforceable against someone who contracted in good faith with him.
- Presumption of accuracy and validity. The registry content is presumed accurate and valid until it is rectified or otherwise declared by a court.
The contrast almost no one explains: three registers, three objects
The usual confusion is believing that the Commercial Registry says who is a shareholder of a company. It does not. The company is registered in the Commercial Registry; ownership of the shares or stock lives in other registers, and in a tokenized issuance a third one appears:
| Commercial Registry | Register of Shareholders | ERIR Registry | |
|---|---|---|---|
| What it records | The company and its acts: articles of association, capital, directors, accounts | Ownership of shares (S.L.) or registered shares (S.A.) and their transfers | Ownership of securities represented by distributed ledgers and their successive transfers |
| Who keeps it | The Commercial Registrar, a public official | The company itself, under the responsibility of its directors | The entity responsible for registration and record-keeping, pursuant to art. 8 of Ley 6/2023 and RD 814/2023 |
| Nature | Public: anyone can request a registry note or certificate | Private: consulted by shareholders and persons with a legitimate interest | Kept by a supervised entity; the holder can request a certificate of their position |
| What it certifies | The existence and legal regime of the company | Shareholder status vis-à-vis the company | Ownership of the tokenized security and its transfer |
The three coexist, they do not compete. An S.L. that tokenizes shares remains registered with the Commercial Registry and remains subject to its accounts obligations; what changes is where the ownership register is kept. The operation of the register of shareholders and that of the ERIR as a registry of security tokens each have their own guide.
What it means for a tokenized issuance
If you prepare an issuance of security tokens, the Commercial Registry appears at three moments. First, in prior due diligence: the investor will compare what you tell them with what is registered. Second, if the issuance requires corporate resolutions, such as a capital increase or an amendment of the articles of association to allow representation through distributed registers as provided by Ley 6/2023, those resolutions are executed before a notary public and registered. Third, in ongoing consistency: registered capital, issued securities and the ERIR register must tell the same story; a discrepancy between them is one of the first things a legal review detects. The complete order of steps is in the guide to issue a security token in Spain.
Does your registry record tell the same story as your issuance? Run the issuance diagnostic (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
Does the Commercial Registry say who owns a company?
No. The Commercial Registry registers the company and its acts: articles of association, capital, directors and accounts. Ownership of shares is recorded in the register of shareholders kept by the company itself, and for registered shares, in the register of shares. For tokenized securities, ownership is evidenced in the register kept by the ERIR.
What is enforceability against third parties?
It is the central effect of registration: what is published in the Commercial Registry produces effects against anyone, even if they have not read it, and what is not registered generally does not prejudice third parties in good faith. That is why it matters to register cessations, powers of attorney and resolutions without delay: as long as they do not appear, a third party can rely on the previous registry situation.
Does a company that tokenizes its securities still need the Commercial Registry?
Yes. Tokenization changes how securities are represented and transferred, whose ownership is registered by the ERIR pursuant to Ley 6/2023 and RD 814/2023, but it does not change corporate obligations: incorporation, capital resolutions, directors and filing of accounts still go through the Commercial Registry. They are registers with different purposes that must remain consistent with each other.
