The Registro Mercantil is the primary public source for authorised representatives in Spain. Every power of attorney granted by a Spanish company to act on its behalf — whether general or limited — must be registered before it takes effect against third parties. The registered record names the representative, defines the scope of authority, and shows the date from which the power runs.
Control over a Spanish company is exercised through two distinct channels: the governing body (administrators or board) and the network of granted powers. A buyer verifying control must examine both. The registered administrator may hold formal authority; the authorised representative may hold operational authority. These do not always coincide.
What the record showsName and identity of the authorised representative, scope and limits of the granted power, registration date, and whether the power has been revoked. Source: Registro Mercantil · verified 2026-09-25 Access conditionThe Registro Mercantil is a public registry. Access to certified extracts requires a formal request; the registry sets its own tariff, which is published on its official portal. What the record does not showWhether the representative has actually exercised the power, the commercial terms of any underlying mandate, or the identity of the person who instructed the grant. Coverage levelLevel A — the registered record is the authoritative source for third-party enforceability of the power. Source: Registro Mercantil · verified 2026-09-25What the Registro Mercantil records on authorised representatives
Every Spanish mercantile company is required to register grants of power of attorney (poderes de representación) at the provincial Registro Mercantil corresponding to its registered domicile. The registration entry identifies the representative by name and national identifier, specifies whether the power is general or limited, and records any conditions or restrictions attached to it.
A general power (poder general) authorises the representative to act across the full range of the company's ordinary business. A limited power (poder especial) is bounded by the acts listed in the deed. Both are registered in the same registry; the distinction is visible in the registered text.
Revocation of a power is also registrable. A power that has been revoked but not yet registered as revoked continues to bind the company against a third party acting in good faith. This gap between the commercial reality and the registered record is a structural feature of the system, not an anomaly.
The registered entry does not record whether the representative has used the power. It records only that the power exists, its scope, and its effective date.
Source: Registro Mercantil · verified 2026-09-25
Control and the shareholder layer
The authorised representative operates under authority delegated from the company's governing body. Understanding who controls the representative therefore requires tracing the chain upward: from the representative to the administrator who granted the power, and from the administrator to the shareholders who appointed the administrator.
The Registro Mercantil records the current administrator or board composition. For a Sociedad Limitada (SL), the shareholders' register (libro registro de socios) is maintained by the company itself and is not filed at the Registro Mercantil. This means the shareholder layer is not directly visible from the public registry for an SL.
For a Sociedad Anónima (SA), shares are held in bearer or registered form. Registered shares are recorded in the company's own register; bearer shares, where still in circulation under transitional rules, are not visible in any public registry.
The practical consequence: the Registro Mercantil shows who holds formal authority to bind the company. It does not show who holds economic ownership of the company that granted that authority.
Source: Registro Mercantil · verified 2026-09-25
Scope of authority — what the deed establishes
The registered deed of power of attorney is the operative document. It defines:
- The acts the representative may perform without further authorisation
- Whether the power is joint (mancomunada) or several (solidaria)
- Any monetary or territorial limits attached to the grant
- The duration of the power, if it is time-limited
A joint power requires two or more representatives to act together. A several power allows each representative to act alone. Both configurations are common in Spanish corporate practice. The registered text states which applies.
The deed is notarised before registration. The notarial act and the registered entry are separate documents. The registered entry summarises the deed; the full notarial text may contain conditions not reproduced in the summary. Obtaining the full text requires a certified copy from the notary or from the registry, depending on how the document was filed.
Source: Registro Mercantil · verified 2026-09-25
Where the sources disagree
The Registro Mercantil entry and the underlying notarial deed may diverge. The entry is a summary prepared at the time of registration. Amendments to the deed that were not separately registered will not appear in the entry.
A second area of divergence arises between the registered power and the internal mandate. The company may have instructed the representative to act only within certain commercial limits that are not recorded in the registered deed. Those internal instructions bind the representative as a matter of contract but do not limit the representative's authority against a third party who has no notice of them.
A third area concerns the beneficial owner layer. Spain maintains a beneficial ownership register (Registro de Titularidades Reales) under anti-money-laundering legislation. Access conditions for that register differ from those of the Registro Mercantil. The two records are maintained separately and are not cross-referenced in any automated way.
Source: Registro Mercantil · verified 2026-09-25
The limit of what the sources allow
The Registro Mercantil shows the formal structure of authority. It does not show how that authority is exercised in practice.
The following cannot be established from the registered record alone:
- Whether the representative has entered into contracts on behalf of the company
- The commercial terms of any such contracts
- Whether the power was granted at the direction of a person not named in the registry
- The identity of the ultimate beneficial owner of the company that granted the power
- Whether a revocation has been executed but not yet registered
The beneficial ownership register is a separate source with separate access conditions. An analysis of control that stops at the Registro Mercantil entry is an analysis of formal authority, not of economic control.
The chain from authorised representative to ultimate beneficial owner crosses at least three distinct record systems in a typical Spanish corporate structure: the Registro Mercantil, the company's own internal registers, and the beneficial ownership register. Each has different access rules. Each has different update cycles. None is automatically synchronised with the others.
This is the ceiling of what the sources allow. The report states where the chain stops and why.
Scope and fixed price
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | Registro Mercantil extract for the named company: registered powers of attorney, current administrator record, registered revocations, deed summary. Delivered with source citation and extraction date. | Full notarial deed text; shareholder register; beneficial ownership register; any record outside the Registro Mercantil. |
| Standard | €2,850 | Signal content plus: full notarial deed text (certified copy where filed at registry); administrator appointment chain; cross-check against the insolvency register (Registro Público Concursal); written summary of scope and limits of each registered power. | Beneficial ownership register; internal company registers; any record requiring the company's cooperation. |
| Extended | €6,300 | Standard content plus: beneficial ownership register search; cross-check of the representative's personal identifier against available public records in Spain; analysis of joint versus several authority configurations across all registered powers; written report on the gap between the registered record and the sources that remain outside the public layer. | Legal advice; qualification of facts; any record requiring court order or regulatory access. |
FAQ
What is the difference between an administrator and an authorised representative in Spain? The administrator (administrador) is the organ of the company appointed by the shareholders. The authorised representative holds a power of attorney granted by the administrator or the governing body. Both are registered at the Registro Mercantil, but they derive their authority from different sources. An administrator's authority flows from the corporate structure; a representative's authority flows from the deed of power.
Does registration at the Registro Mercantil guarantee that the power is currently valid? Registration establishes that the power was granted and recorded. It does not guarantee that the power has not been revoked by a deed that has not yet been registered. A revocation takes effect between the parties from the date of execution; it takes effect against third parties only from the date of registration. The gap between these two dates is a known risk in Spanish corporate practice.
Can a foreign buyer access the Registro Mercantil directly? The Registro Mercantil is a public registry. Access to certified extracts is available on request through the official portal. The process requires identification of the company by its tax identification number (NIF) or registered name, and payment of the applicable tariff. The registry's interface and documentation are in Spanish. No registration as a Spanish entity is required, but the request process assumes familiarity with the registry's classification system.
What does the beneficial ownership register add to the Registro Mercantil record? The beneficial ownership register (Registro de Titularidades Reales) records the natural persons who ultimately own or control the company, as declared by the company itself. It is maintained under anti-money-laundering legislation and has different access conditions from the Registro Mercantil. It records declared ownership, not verified ownership. The two registers are not cross-referenced automatically.
Why does the report cover the notarial deed separately from the registry entry? The registry entry is a summary. The notarial deed is the operative document. Conditions, limitations, and instructions that appear in the deed but were not reproduced in the summary are not visible in the registry entry alone. For a cross-border buyer assessing the scope of a representative's authority, the full deed text is the relevant document.
Sources:
Registro Mercantil Central — https://www.rmc.es — verified 2026-09-25
Registro Público Concursal — https://www.publicidadconcursal.es — verified 2026-09-25
Registro de Titularidades Reales (Consejo General del Notariado) — https://www.notariado.org — verified 2026-09-25
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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Elena Moretti — Partner, Continental Europe, VLO Law Firm
