BOE-A-2026-9146 ·27 April 2026 ·Resolution Low impact
Tax

Appeal dismissed: company registration impossible if name reservation has expired

The Directorate General for Legal Certainty and Public Faith has upheld the refusal to register a limited liability company because the negative certificate from the Central Mercantile Registry had expired (Art. 412.1 of the Mercantile Registry Regulations). The appeal filed by the notary was dismissed as it was determined that the reservation of the corporate name was no longer valid (Art. 414.2 of the Mercantile Registry Regulations).

In 2 key points

  1. Impossibility of registering a deed if the corporate name reservation has expired (Art. 414.2 of the Mercantile Registry Regulations). (art. 414.2 Reglamento del Registro Mercantil)
  2. Two-month period to appeal via a claim before the Commercial Court from the date of notification (Additional Provision 24 of Law 24/2001). (disposición adicional vigésima cuarta de la Ley 24/2001)

How it affects those involved

For company promoters, the expiration of a name reservation prevents the registration of the deed of incorporation, necessitating a restart of the certification process (Art. 412.1 of the Mercantile Registry Regulations). Professionals must ensure that Central Mercantile Registry certificates are valid at the time of registration to avoid negative qualification notes. Against this resolution, entitled parties may file a claim before the Commercial Court within two months (Additional Provision 24 of Law 24/2001).

Lifecycle

2026-04-27PublishedPublished in the BOE
Official text Based on BOE data (boe.es). Information, not advice.
PDF on boe.es

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