As a step prior to the start of the change of corporate name procedure, the company must request a new negative certification from the Central Mercantile Registry (with up to 3 alternatives established in order of priority) with the speciality that must be requested on behalf of the company itself, to avoid “name traffic”.
Once this negative certification of the name is obtained, an amendment to the bylaws must be carried out, so it will be necessary to convene a General Meeting to adopt by a majority of votes (more than half of the votes according to article 199 of the LSC) or by the percentage that is established in the bylaws, the agreement to change the corporate name.
Note that in the notice of the callings, it must be clearly explained that the name of the company will be modified and that the members have the right to request that the text of the new bylaws be presented where the new name of the company appears.
After the Board meeting and the approval of said change of corporate name, the next step is for the Notary to grant a public deed, presenting the certification of the resolutions of the Board, which approves the modification, for later registration in the Commercial Registry of the corresponding province and publication in the BORME, naturally maintaining the same legal personality of the company.
The former name will remain in the Commercial Registry, but after one year from the date of registration of the change of name, the expiration will take place and therefore its cancellation.
Likewise, this change must be communicated both to Social Security through the TA7 model, as well as to the Tax Agency through the 036 model, together with a copy of the deed.
Additionally, it would be possible to protect said corporate name as a distinctive sign (trademark) before the Spanish Patent and Trademark Office.
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