Forming a limited companyArticle 2 of 10 · 5 min read
Reserving your company name (certificación negativa de denominación)
How to get the name certificate that reserves your company name before you sign the deed, who can ask for it, what it costs, how long it lasts and which names get rejected. For anyone setting up an SL (sociedad limitada) in Spain.
Terms used
- Certificación negativa de denominación — The certificación negativa de denominación is the official certificate that no other company uses your chosen name.
- Registro Mercantil Central — The Registro Mercantil Central is the national registry that keeps the index of company names and issues name certificates.
- CIRCE — CIRCE is the government online system for setting up a company and handling its paperwork electronically.
- Gestor — A gestor is a licensed administrative agent who handles official paperwork for a fee.
Key rules
- Validity: The certificate is valid for three months from issue, and the name is reserved for six months from issue.
- Named person: The certificate is issued to one named person, who must be the one to form the company.
- Legal-form suffix: Your name must end in S.L. or S.R.L. (or the full form), or it is invalid.
- Expired certificate: You cannot form the company with an expired certificate, so you must request a new one.
What you need and why
Before the notary can sign your company's deed, you need a certificación negativa de denominación from the Registro Mercantil Central. It confirms that no other company has your name. The certificate is valid for three months from issue, and the name is reserved for six months from issue.
How to get it
- Request it online on the registry's website with a digital certificate, in person, or by post.
- A notary or a gestor can request it for you.
- The CIRCE online system also handles it.
- Anyone can make the request. But the certificate is issued in one named person's name, and that person must use it to form the company. Put the name of the founder who will sign.
- A fee applies, roughly 13 euros in recent years. It changes from time to time, so check the current amount with the registry.
Have two or three backup names ready. If your first choice is taken, you will need to ask again.
Choose a name that will pass
- It must not match an existing company. A name that sounds or is spelled very similarly can also be rejected.
- It must end with the legal-form suffix: Sociedad Limitada, S.L., or Sociedad de Responsabilidad Limitada, S.R.L.
- It cannot mislead about your legal form or your activity.
- Protected words such as bank or insurance need prior authorisation.
- Do not use official or public-body names. Do not use a person's name without their consent.
- Do not use a name that infringes a trademark or is against the law, public order or good customs.
Use it in time
Plan the notary appointment before you request the certificate. The deed must be signed within the three months. If you miss that, the certificate lapses and you cannot form the company with it. If you sign in time, the registration must then be completed while the six-month reservation still runs.
If the certificate expires, request a new one. You get it only if the name is still free. The timeline below shows the order of steps.
Timeline and deadlines
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Request the name certificate from the Registro Mercantil Central: before you book the notary
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Sign the deed before the notary so the certificate does not lapse: within three months of the certificate being issued
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Get the company registered while the name is still reserved: before six months from issue have passed
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Request a new certificate if the deed was not signed in time, if the name is still free: after the certificate lapses
What to watch out for
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A name too close to an existing company can be rejected: A name identical to an existing company is refused. A name that sounds or is spelled very similarly can also be rejected. Choose a clearly different name and keep one or two alternatives ready.
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A missing or wrong legal-form suffix makes the name invalid: The name must end with Sociedad Limitada, S.L., or Sociedad de Responsabilidad Limitada, S.R.L. Add the suffix to the name before you request the certificate.
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Protected or misleading words need authorisation: Words such as bank or insurance, or any term that misleads about your legal form or activity, are not allowed without authorisation. Avoid these words, or ask the Registro Mercantil Central whether your name needs authorisation.
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Official names, personal names and trademarks are off limits: You cannot use the name of a public body, or a person's name without their consent. Names that breach a trademark, or go against the law or public order, are also invalid. Get written consent before using anyone's name, and check that the name is not a registered trademark.
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An expired certificate cannot be used to form the company: If the deed is not signed within three months of issue, the certificate lapses and you cannot form the company with it. Book the notary before you request the certificate, and ask for a new one if it has lapsed.
Frequently asked questions
Who can request the name certificate for my company?
Anyone can request the name certificate, but it is issued to one named person. That person must then be the one who uses it to form the company, so choose the name on it carefully.
How much does the name certificate cost?
The name certificate costs about 13 euros, a figure from 2024. The fee is revised from time to time, so check the current amount with the Registro Mercantil Central when you apply.
Can I request the name certificate through a notary or online?
Yes, you can request it online with a digital certificate, in person, by post, or through a notary or gestor (a professional who handles paperwork for you). The CIRCE online system is another route.
What can I do if my certificate has expired before the deed is signed?
If the certificate has expired, you request a new one, and it is issued only if the name is still free. A fresh request also renews the reservation of the name.
More in Forming a limited company
- Setting up a limited company (sociedad limitada) in Spain step by step
- Share capital: how much you need and how to pay it in
- The notary deed and what forming a company really costs
- Writing your company statutes (estatutos) and corporate purpose
- Forming a company online or by the fast-track route
- What to register in the first month after incorporating
- Choosing your business activity codes (CNAE and IAE)
- Where your company's registered office (domicilio social) can be
- Reporting who really owns the company (titularidad real)
Need certainty before you act?
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