🇪🇸 Legislation17 Feb 2026
Spain proposes electronic shareholder registers filed with the Commercial Registry
Spain's Council of Ministers approved the draft Organic Law on Public Integrity on 17 February 2026. Among 84 anti-corruption measures, it would require limited companies to keep their shareholder register electronically and file it each year with the Commercial Registry, including their beneficial owners. A new registry section would record share ownership and transfers, and only registered holders would be treated as shareholders. It is a draft and needs parliamentary approval.
The draft amends up to 18 laws, including the Capital Companies Act, the Commercial Code and the Commercial Registry Regulations.
What it proposes
- Electronic register: the shareholder register (libro registro de socios) would be kept electronically and filed annually with the Commercial Registry, with the beneficial owners identified.
- Registry section: a special section would record original ownership, transfers, charges and attachments over shares, and beneficial ownership.
- Registration counts: the company and third parties would treat as a shareholder only the person registered, and dividends paid to anyone else would not discharge the company.
- Beneficial owners could not exercise shareholder rights unless registered as such.
- Share transfers could be made by a standard electronic document signed with qualified electronic signatures, instead of a notarial deed.
Status
This is a draft. As an organic law it needs an absolute majority in Congress.