Who can approve a change of registered office in a Spanish SL?

Since 2017, the management body can move the registered office anywhere within Spain without a shareholders' meeting, unless the bylaws expressly say otherwise. If the bylaws reserve that decision to the shareholders, a general meeting resolution is required with the majority needed to amend the bylaws.

Do I need a notary to change the registered office?

Yes. A change of registered office is an amendment to the bylaws and must be executed as a public deed and filed with the Commercial Registry. Until it is registered, the previous address remains the one that binds the company towards third parties.

How is the change of tax domicile reported to the tax agency?

With a census amendment declaration, form 036, ticking the box for a change of tax domicile. It must be filed within one month of the change. Failing to report it can be penalised and, on top of that, notifications would keep going to the old address.

Do the registered office and the tax domicile have to be the same?

No. A company's tax domicile is where its administrative management and the effective direction of its business are located, and it may differ from the registered office stated in the bylaws. In practice most SMEs keep both at the same address to keep things simple.

How to Change the Registered Office and Tax Domicile of a Spanish SL

Q: Can I use a business centre as my new registered office and tax domicile?

Yes. A registered office service gives you an address that is valid for the Commercial Registry and the tax agency, with reception of notifications and mail. The change is processed exactly as it would be for any other address: deed, registration and form 036.

Changing the address of a Spanish limited company (SL) is not a single formality: it is two separate changes, with two different bodies and two different deadlines. The registered office lives in the bylaws and is changed before a notary and the Commercial Registry. The tax domicile lives in the tax agency’s census and is changed with form 036. Many companies do one and forget the other, and that is where the problems start: notifications that never arrive, penalties for failing to report, and invoices carrying an address that is no longer valid.

This guide walks through both processes in order: who decides, what gets signed, how long it takes and what else needs updating when the company moves. If you first need to be clear about what each address means, we explain it in differences between tax domicile and registered office.

Registered office and tax domicile: two changes, not one

The registered office is the address stated in the company’s bylaws and in the Commercial Registry. Among other things, it determines which Registry holds the company’s file and where shareholders’ meetings are held unless the bylaws say otherwise.

The tax domicile is the address the Spanish tax agency (Agencia Tributaria) uses to locate the company and send it notifications. The General Tax Law places it at the registered office provided that administrative management and business direction are effectively centralised there; if not, the tax domicile is wherever that management is actually carried out.

In practice this means three things:

If you move the registered office and the management moves with it, you have to change both.
If you only change where you run the company but the bylaws are untouched, the tax domicile changes and the registered office does not.
If both go to the same new address, the usual order is the deed and registration first, then form 036 with the signed deed in hand.

Step 1: who approves the change of registered office

Since the 2017 reform of the Spanish Companies Act (Ley de Sociedades de Capital), the management body is competent to change the registered office anywhere within Spain, unless the bylaws expressly state that the decision belongs to the general meeting. This simplified the process considerably: in most SLs a decision by the sole director or a board resolution is enough.

There are two exceptions worth checking before you start:

The bylaws reserve the change to the general meeting. Some companies incorporated before 2017 have a clause stating that moving the registered office requires a shareholders’ resolution. In that case a general meeting must be called and the change approved with the majority required to amend the bylaws.
The move is abroad. Moving the registered office outside Spain is a different operation, regulated as a cross-border conversion, and is not covered in this guide.

The resolution, whether by the director or the general meeting, must be recorded in minutes or a certificate that is later presented to the notary.

Step 2: public deed before a notary

A change of registered office amends the bylaws, so it must be executed as a public deed. You bring the notary:

The certificate of the resolution (by the director or the general meeting), signed by whoever has authority to certify.
The new wording of the bylaw article that sets the registered office.
If the change was approved by the general meeting, the minutes with the notice, attendance and voting result.

When the new registered office is an address contracted from a business centre, it helps to have the domiciliation contract at hand: it is not mandatory to provide it, but some notaries ask for it to record that the company genuinely has that address available.

Step 3: registration with the Commercial Registry and publication

The deed is filed with the Commercial Registry of the company’s domicile. If the move is within the same province, the same Registry records the change. If it is to another province, the company’s file is transferred to the destination Registry, which requests a literal certificate of the entries from the Registry of origin; the process is the same for the company, but it takes somewhat longer.

The Registry has fifteen working days to review and register. Once registered, the change is published in the Official Gazette of the Commercial Registry (BORME). Until registration, the old address remains valid towards third parties: this is why you should not change the address on invoices or on your website before the registration is complete.

Step 4: reporting the tax domicile to the tax agency with form 036

The change of tax domicile is reported to the Agencia Tributaria with a census amendment declaration, form 036, ticking the box for a change of tax domicile and stating the new address. It is filed online with the company’s digital certificate or that of its representative.

The deadline is one month from the date of the change. Filing late can lead to a penalty for breaching census obligations and, what usually hurts more, tax agency notifications would keep going to the previous address until the census is updated. If the company is enrolled in electronic notifications it will still receive them in its enabled electronic mailbox (Dirección Electrónica Habilitada), but the tax domicile still determines the competent tax office and, where applicable, where an inspection may take place.

If the tax domicile moves to another autonomous region, the regional tax administration competent for certain taxes may also change: it is worth checking with your adviser before the move.

Step 5: what else needs updating

With the deed registered and form 036 filed, the change is valid. But the company’s address is spread across many more places:

Social Security. The company address linked to the contribution account code is updated through the RED system.
Town hall. If the activity requires a licence or a responsible declaration, changing premises involves a municipal procedure in the new municipality.
Banks, insurers and suppliers. Each has its own procedure; the bank usually asks for the registered deed.
Invoices, contracts and documents. Invoices must show the company’s current address; update the templates on the day of registration.
Website and legal notice. The legal notice must show the correct registered office.
Industrial property register, if the company owns trademarks, so that notifications reach the new address.

How long it takes and how much it costs

Indicative timings. The resolution and the deed can be signed within a few days if the paperwork is ready. Registration with the Commercial Registry is usually resolved within the legal period of fifteen working days, a little longer if there is a change of province. Form 036 takes effect immediately once filed. All in all, two to five weeks is typical.

Costs. The main ones are the notary’s and the Commercial Registry’s fees, plus publication in the gazette. The amount depends on the notary, the Registry and whether the change of address comes with other bylaw amendments in the same deed; it is a matter of a few hundred euros, not thousands. Form 036 is free. If an adviser or agency handles the process, add their fees.

Moving the registered office to a business centre

Many companies change their registered office not because they are relocating, but because they want to stop having their seat at the director’s home or in premises they no longer use. A registered office service solves exactly that: an address that is valid for the Commercial Registry and the tax agency, with reception of notifications and mail, without renting an office.

The procedure is identical to the one described above: contract the address, approve the change, execute the deed, register it and file form 036. With Domiciliación Fiscal the domiciliation contract is signed online and arrives by email within minutes, so the new address is available before you book the notary appointment. You can choose an office in Madrid, Barcelona, Valencia, Seville, Malaga, Pozuelo or Tenerife.

Common mistakes

Changing only the tax domicile and forgetting the bylaws. The tax agency has the new address, the Registry the old one, and any third party who checks the Registry ends up at an address where nobody is.
Changing the bylaws and not filing form 036. The opposite case, and the most expensive: a census penalty and lost notifications.
Updating invoices and the website before registration. Until the Registry records the change, the valid address is the previous one.
Not checking the bylaws before deciding who approves. If they reserve the change to the general meeting and the director decides it, the Registry will not register it.
Moving the registered office to an address with no real management. If the effective direction stays elsewhere, the tax agency can set the tax domicile where the management actually is, regardless of what the bylaws say.

This guide is for general information and summarises the rules generally applicable to limited companies in Spain; it does not replace professional advice on your specific case.