BOE-A-2026-17254 ·7 August 2026 ·Resolution not-relevant
Corporate

Limited Companies: Expiry of name reservation prevents registration of statutory amendments

The Directorate General for Legal Certainty and Public Faith has analysed an appeal against the refusal to register a change of company name. The Registrar rejected the change because the negative certificate from the Central Mercantile Registry, which proved the availability of the new name, had expired as more than six months had passed since its issuance (Art. 412 of the Mercantile Registry Regulations).

In 2 key points

  1. The certificate of reserved name expires after more than six months have passed since its issuance (Art. 412 of the Mercantile Registry Regulations). (art. 412 Reglamento del Registro Mercantil)
  2. The transfer of shares is not subject to registration in the Mercantile Registry (Art. 94 of the Mercantile Registry Regulations). (art. 94 Reglamento del Registro Mercantil)

How it affects those involved

For companies undergoing changes to their name, corporate purpose, or registered office, it is critical to ensure that the certificate of name availability is no more than six months old at the time of submission to the Mercantile Registry (Art. 412 of the Mercantile Registry Regulations). Furthermore, it is noted that the transfer of shares is not subject to registration in the Mercantile Registry (Art. 94 of the Mercantile Registry Regulations and Art. 104 of the Capital Companies Act).

Lifecycle

2026-08-07PublishedPublished in the BOE
Official text Based on BOE data (boe.es). Information, not advice.
PDF on boe.es

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