Country
Closing a company in Spain: routes, rules and your records
The commercial registry is where you file to close a company in Spain. The two routes are Legal-cause dissolution and Insolvency petition. The Spanish Data Protection Agency is the data-protection authority for the records. the company has stopped the activity in its objects, and inactivity of more than one year counts as that stop, or losses have cut net assets below half the share capital.
The commercial registry records a capital company. A legal-cause dissolution and an insolvency request are the two routes that registry enters.
| Fact | Detail |
|---|---|
| Registry | The commercial registry. Official State Gazette |
| Regulator | The Spanish Data Protection Agency. Spanish Data Protection Agency |
| Employee notice | Article 51 of the Workers' Statute. Official State Gazette |
| Records to keep | Article 30 of the Commercial Code. Official State Gazette |
| Data-protection law | The General Data Protection Regulation. Spanish Data Protection Agency |
How to close a company in Spain
Legal-cause dissolution is used when the company has stopped the activity in its objects, and inactivity of more than one year counts as that stop, or losses have cut net assets below half the share capital. The shareholders can avoid the losses ground by increasing or reducing capital enough. This dissolution is not the path when an insolvency petition is the right request instead. Insolvency petition is used when losses have cut net assets below half the share capital and an insolvency declaration is the appropriate request. The dissolution ground for those losses does not apply in that case. The statute points to that court declaration instead of the dissolution vote.
Dissolution and liquidation routes
| Route | When it is used | Source |
|---|---|---|
| Legal-cause dissolution | the company has stopped the activity in its objects, and inactivity of more than one year counts as that stop, or losses have cut net assets below half the share capital. The shareholders can avoid the losses ground by increasing or reducing capital enough. This dissolution is not the path when an insolvency petition is the right request instead. | Official State Gazette |
| Insolvency petition | losses have cut net assets below half the share capital and an insolvency declaration is the appropriate request. The dissolution ground for those losses does not apply in that case. The statute points to that court declaration instead of the dissolution vote. | Official State Gazette |
The registry
The commercial registry. Dissolution of the company is entered in the commercial registry. The registrar sends that entry, on the registrar's own initiative, electronically and at no added cost, to the Official Bulletin of the Commercial Registry for publication. A dissolution for a legal cause is recorded after the general meeting, or a court, has confirmed the cause.
Employees: consultation and notice
Article 51 of the Workers' Statute. A collective dismissal is a termination for economic, technical, organizational, or production reasons that, within 90 days, affects at least 10 workers in a company with fewer than 100, 10 percent in a company with 100 to 300, or 30 workers in a company with more than 300. Ending the whole workforce is also collective when more than 5 workers are affected and the business stops entirely for those reasons. Consultation with worker representatives lasts no more than 30 calendar days, or 15 in a company with fewer than 50 workers. The parties negotiate in good faith on ways to avoid or reduce the dismissals and to soften the effects. At least 30 days must pass between notice of the consultation to the labor authority and the date the dismissal takes effect.
For staff who worked in a US state, read final paycheck and WARN rules by state.
Data protection when the company closes
The General Data Protection Regulation. The Spanish Data Protection Agency says the data-protection principles apply to all information relating to an identified or identifiable natural person. The Agency says the Regulation does not affect information that has no relation to an identified or identifiable person, or data converted so that the person is not identifiable or ceases to be identifiable.
The Spanish Data Protection Agency. The Agency publishes the answer on when information about an identified or identifiable person stays inside the General Data Protection Regulation.
The Spanish Data Protection Agency says data have reached the point where the person is no longer identifiable only when there is no reasonable probability that the person can be identified in the data set. Information with no relation to an identified or identifiable person, and data converted so the person ceases to be identifiable, are outside the Regulation. If that probability remains, the principles still apply.
Where the GDPR applies, read GDPR and de-identified records before you treat the filing as a US privacy rule.
Records to keep
Article 30 of the Commercial Code. A business person keeps the books, correspondence, documents, and vouchers of the business, in order, for six years from the last entry made in the books, unless a general or special rule sets a different period. Stopping the business does not end that duty. If the business person has died, the heirs take the duty. If a company is dissolved, the liquidators are the people who must comply. Article 32 says the accounts are secret. A general inspection of the books can be ordered only in a universal succession, a suspension of payments, a bankruptcy, a company liquidation, an employment-regulation file, or when the shareholders or the workers' representatives have a right to examine them directly.
What this means for a data license
You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.
You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.
General information only. This is not legal, tax or financial advice.
The registries already read are listed in how to close a company in another country.
The order of work before the filing is how to wind down a company.
A different registry is how to close a company in Germany.
If liquidation is the comparison, read Ireland company liquidation.
Related
- Closing a company by country
Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- Sweden
Bolagsverket is the registry. One route is Voluntary liquidation.
- United Kingdom
Companies House is the registry. One route is Voluntary strike-off.
- Australia
ASIC is the registry. One route is Voluntary deregistration.
- What's shared
Which records can be licensed, which details never leave, and what you approve.
- Systems
What common business tools do to company data after you cancel, including each vendor deletion window.
- Is it legal?
What GDPR, US rules, and bankruptcy law say about licensing company data.
Questions about closing a company in Spain
How do you close a company in Spain?
You close a company in Spain through Legal-cause dissolution or Insolvency petition. Legal-cause dissolution is used when the company has stopped the activity in its objects, and inactivity of more than one year counts as that stop, or losses have cut net assets below half the share capital. Insolvency petition is used when losses have cut net assets below half the share capital and an insolvency declaration is the appropriate request. The commercial registry is the office that takes the filing.
When does the Spanish Capital Companies Act require a company to dissolve?
Article 363 says a capital company must dissolve when it has stopped the activity in its objects. Inactivity of more than one year counts as that stop. It must also dissolve when losses cut net assets below half the share capital, unless capital is increased or reduced enough, and unless an insolvency petition is the right request instead. The dissolution is entered in the commercial registry, and the registrar sends the entry to the official bulletin.
How long does the Spanish Commercial Code say business books are kept?
Article 30 says a business person keeps the books, correspondence, documents, and vouchers of the business, in order, for six years from the last entry in the books, unless another rule sets a different period. Stopping the business does not end the duty. If the business person has died, the heirs keep the books. If a company is dissolved, the liquidators are the people who must comply with that six-year duty.
When does the Spanish Data Protection Agency treat a data set as outside the Regulation?
The Agency says the principles apply to information about an identified or identifiable person. They do not apply to information with no relation to such a person, or to data converted so the person is not identifiable or ceases to be. The Agency adds that this result exists only when there is no reasonable probability that the person can still be identified in the data set. If that probability remains, the principles still apply.
Sources
- Official State Gazette. Capital Companies Act, article 363, as amended in 2011.
- Spanish Data Protection Agency. Are anonymized data personal data?.
- Official State Gazette. Workers' Statute, article 51.
- Official State Gazette. Commercial Code, article 30.