Glossary of BORME filing types
What each type of filing the Commercial Registry publishes in the BORME means, explained in plain language with a link to where it is published. General information about what the bulletin says, not legal advice on any specific case: for your own case, check the consolidated text at the BOE or ask a lawyer.
What is the incorporation of a company?
It is the filing that records the birth of the company in the Commercial Registry: the date of the deed, the registered address, the corporate purpose and the capital it was incorporated with.
What it meansWhat is a branch?
It is a secondary establishment, with permanent representation, that a company — Spanish or foreign — opens with its own address and must file with the Commercial Registry.
What it meansWhat is an appointment?
It is the filing that records that a person takes up a post — director, attorney-in-fact or another — in the company, from the date of the bulletin.
What it meansWhat is a re-election?
It is the filing by which a person who already held a post is appointed to it again, with no removal published between one term and the next.
What it meansWhat are resignations and removals?
It is the filing that records that a person leaves their post at the company, either because the company removes them or because they resign voluntarily.
What it meansWhat is a revocation?
It is the filing that records that the company withdraws a power of attorney it had granted to a person, who can no longer act on its behalf under that power.
What it meansWhat is an ex officio cancellation?
It is the filing that cancels a previously published appointment by decision of the Commercial Registry itself, not by a resolution of the company.
What it meansWhat is an amendment of powers of attorney?
It is the filing that records a change in the scope of a power of attorney the company had already granted to a person, without removing them.
What it meansWhat is a capital increase?
It is the filing that records that the company increases its share capital, with the amount of the increase and, usually, the resulting capital figure.
What it meansWhat is a capital reduction?
It is the filing that records that the company reduces its share capital, with the amount of the reduction and, usually, the resulting capital figure.
What it meansWhat is payment of outstanding capital calls?
It is the filing that records that the shareholders have paid part of the subscribed capital that was still outstanding.
What it meansWhat is a change of registered address?
It is the filing that records the new registered address of the company, whether within the same town or in a different one.
What it meansWhat is a change of corporate purpose?
It is the filing that records that the company replaces its corporate purpose — the activity or activities it carries on — with a different one.
What it meansWhat is an extension of the corporate purpose?
It is the filing that records that the company adds new activities to its corporate purpose, without replacing the ones it already had.
What it meansWhat is a change of company name?
It is the filing that records that the company takes on a different name, keeping the same legal personality and the same registry sheet.
What it meansWhat is a declaration of sole ownership?
It is the filing that records that all the shares of the company have come to be owned by a single shareholder.
What it meansWhat is loss of sole ownership?
It is the filing that records that the company stops having a single shareholder, because its shares are split again among several people.
What it meansWhat does "sole-shareholder company" mean in a filing?
It is the filing that confirms, or republishes, that the company has a single shareholder, who holds all of its shares.
What it meansWhat are amendments to the articles of association?
It is the filing that records a change to the company’s articles of association other than one that already has its own filing type, such as address, purpose, capital or name.
What it meansWhat is the conversion of a company?
It is the filing by which the company adopts a different legal form — for example, from a limited liability company to a public limited company — while keeping the same legal personality.
What it meansWhat is a company merger?
It is the filing by which two or more companies combine into a single company, transferring their assets as a whole to the resulting company or to a new one created for the purpose.
What it meansWhat is a company spin-off?
It is the filing by which a company splits its assets into two or more parts, transferred as a whole to other companies: it is dissolved in a full spin-off, or carries on in a partial spin-off.
What it meansWhat is a segregation?
It is the filing by which a company transfers, as a whole, part of its assets to another company in exchange for shares in that company, without being dissolved itself.
What it meansWhat is a global transfer of assets and liabilities?
It is the filing by which a company transfers the whole of its assets to another person or company in exchange for consideration, usually on its way to termination.
What it meansWhat is the dissolution of a company?
It is the filing that opens the company’s winding-up period: it stops operating normally, and its liquidators take charge of collecting what is owed, paying creditors and distributing what remains.
What it meansWhat is the termination of a company?
It is the last filing on the company’s registry sheet: it cancels its entries and ends its legal personality, usually once liquidation is closed.
What it meansWhat are insolvency proceedings?
It is the filing that records that a court has declared the company insolvent, with the ruling, the proceedings and the court handling it.
What it meansWhat is the reactivation of a company?
It is the filing by which the company leaves dissolution and resumes operating normally, reversing the earlier dissolution resolution.
What it meansWhat is the provisional closure of the registry sheet?
It is the filing that provisionally closes the company’s registry sheet — usually for not filing its annual accounts or for a tax deregistration — and blocks filing almost any other act until it is lifted.
What it meansWhat is the reopening of the registry sheet?
It is the filing that lifts an earlier provisional closure and allows filing acts of the company on its registry sheet again.
What it meansWhat is an uncollectible debt?
It is the filing that records that a debt owed to the company has been declared uncollectible, usually within enforcement proceedings.
What it meansWhat does "accounts not approved" mean?
It is the filing that records that the company has not filed its approved annual accounts within the legal deadline, which can lead to the provisional closure of its registry sheet.
What it meansWhat is adaptation of the articles of association?
It is the filing by which the company adapts its articles of association to a new law or a legal reform, without changing its legal form.
What it meansWhat is an issue of debentures?
It is the filing that records that the company issues debentures or other securities that acknowledge or create a debt, to raise financing.
What it meansWhat is the filing of the company’s corporate website?
It is the filing that records the address of the company’s corporate website, or its change or removal.
What it meansWhat is a preventive annotation?
It is a provisional filing that warns of a circumstance that may affect the company or its entries, while it is finally resolved.
What it meansWhat is a corrigendum?
It is the filing that corrects a material error in an earlier BORME publication about the same company.
What it meansWhat is a sole trader?
It is the filing of an individual who carries on a business activity in their own name, without incorporating a company: their registration, their activity and their address.
What it meansWhat does "other items" mean?
It is the filing that groups BORME filings that do not have their own specific type in this glossary.
What it meansWhat does "other filing" mean on a profile?
It is how this directory labels published filings whose wording does not match any of the known types in the catalogue: they are shown with the exact text the BORME used.
What it means
General information about what the BORME publishes, written for this directory; it is not legal advice on any specific case.