The ability to adapt to a changing context is key to the success of any business. Throughout the life of a company, the functioning of the market or the need to cope with a certain economic situation can trigger certain changes in your organization.

The registered office is one of the elements that may be subject to such modifications.

In these circumstances, knowing the implications of
changing the registered office
is essential to determine what impact such variation may have on the economic activity of your business.

What is the registered office of a company?

The registered office is the physical place where a company carries out its activity or has its administrative center.

It follows from this rule that the determination of the registered office cannot be carried out outside the business reality of the business.

In other words, when you choose the registered office of your company, you must make sure that it corresponds to the place where it operates or its management offices or address are located.

Registered office and tax domicile are not the same

The concept of registered office is different from that of tax domicile.

The registered office of a company must be registered in the Mercantile Registry of the province of the chosen place and determines the subjection of the business activity to a certain legislation.

On the other hand, the tax domicile affects “its relations with the Tax Administration”,according to article 28 of the General Tax Law (LGT).

In everything related to the payment of taxes, the relevant location will be the tax domicile.

Both addresses do not have to coincide. However, the LGT establishes that the tax domicile of legal persons will be that of their registered office “provided that the administrative management and direction of their businesses are effectively centralized in it”.

How is the transfer of registered office carried out?


In 2017, the Capital Companies Law was amendedto speed up changes in the registered office of companies.

Previously, the law required two requirements: that the modification be approved by the Shareholders’ Council and the possibility of making such a change was not prohibited by the company’s statutes.

With the new reform, the process of convening the General Meeting disappears.

As long as the bylaws prohibit the management body from taking the decision itself, it will not be necessary to bring together all the shareholders to agree on the change of registered office.

Once the statutes have been modified, they must be submitted to a public deed before a notary and registered in the Mercantile Registry of the province to which the new registered office belongs.

If the registered office is different from the fiscalone, you must also notify the tax agency of the change.

Consequences of changing the registered office of a company

Usually, changing the registered office responds to a modification of the business activity,for reasons of strategy or opportunity.

However, you have to remember that this change, however convenient it may be, has some consequences.

The territorial system of Spain, the Autonomous State, allows different legislations to exist for each Autonomous Community,depending on the exercise of the powers that each of them has attributed.

That can lead to different legislative bodies and therefore slightly different obligations for businesses, depending on where they are located.

If there is a legal conflict, the company must sue in the province of its registered office. It will also be sued before the courts of the province where the registered office is located.

That a company moves its registered office from one Autonomous Community to another has little impact on the economy of the region if the only thing that is changed is the management center.

A different question is whether the change is due to a translation of economic activities.

If there is a massive transfer of companies for that reason, the economy could be affected. The recent case of the Catalan independence process may give you clues about these matters.

In certain situations,a change in the headquarters can become the push that your company needs to start a new stage,more fruitful and productive.

It can be an opportunity to open new business horizons, widen your circle of contacts or even take advantage of certain advantages that the laws of the Autonomous Community in question contemplate for companies in a certain sector.

AYCE Laborytax advisors
recommend that you take into account that, the decision of change the registered office, will have to be accompanied by the necessary actions to comply with the requirements that the law establishes for this new situation: that the company’s decision-making center is moved, or you are going to provide services, or trade goods in another province.

In any case, if you have any questions about it, you can contact us.