Reporting who really owns the company (titularidad real)

Key rules

• Who counts: A beneficial owner is a real person who owns or controls more than 25% of the capital or voting rights, or otherwise controls the company.
• No owner above 25%: If nobody meets the test, the administrator is recorded as the beneficial owner.
• Changes: The company must update the registry when ownership or control changes.
• Penalties: Late or false filings can lead to fines that vary with how serious the breach is.

Deadlines for updates and the current fine ranges may have changed since 2023, so confirm them with the Ministry of Justice or the notaries' council before acting.

What you have to report

Your company must have its real owners recorded in Spain's central registry of beneficial owners, the Registro Central de Titularidades Reales. Companies, foundations, trusts and other entities all have to report. The registry is run by the General Council of Notaries under the Ministry of Justice and has been operating since 2023.

A beneficial owner is a real person, not another company. You count if you own or control, directly or indirectly, more than 25% of the capital or voting rights. You also count if you otherwise control the entity. If nobody meets that test, the administrator is recorded instead.

"Indirectly" matters. If you hold your shares through another company, you still count when your share of the chain passes 25% or you control it.

When you form the company

The notary reports the beneficial owners to the registry at the time of the deed. You do not file this yourself. Your job is to give the notary accurate details of everyone who owns or controls the company, including people behind any holding company.

After the company exists

The duty to keep the information correct then passes to the company. Do two things:

• Update the registry whenever ownership or control changes, for example when someone buys shares, a new investor joins or control shifts through an agreement.
• Confirm or update the information every year, linked to filing the annual accounts in the Registro Mercantil.

The timeline below shows the order of these steps.

What happens if you get it wrong

Late or false filings are administrative offences under the anti-money-laundering rules. Fines vary with how serious the breach is. Check the current deadlines and fine ranges with the Ministry of Justice or the notaries' council before you rely on them.

Keep your own record of who owns what and when it changed. It makes the annual confirmation quick and helps you prove you reported on time.

Timeline and deadlines

• The notary reports the beneficial owners to the registry: At the time of signing the deed of incorporation

• Update the registry when ownership or control changes: Whenever the change happens, so the information stays current

Frequently asked questions

Who counts as a beneficial owner if nobody owns more than 25%?

If no person owns or controls more than 25% of the capital or voting rights, the administrator is recorded as the beneficial owner. A beneficial owner is always a real person, not another company. Control can also come in other ways than shares, and that counts too.

Do I need to file the beneficial owners myself when I form the company?

No, the notary reports the beneficial owners to the registry at the time of the deed when the company is incorporated. Bring the details of everyone who owns or controls the company to the signing. After that, keeping the information current is your job.

What happens if I report beneficial owners late or wrongly?

Late or false filings can be punished as administrative offences, with fines that vary by how serious the breach is. Update the registry whenever ownership or control changes, and confirm it each year when you file the annual accounts.