How do you sign the sale of shares in a Spanish SL if the buyer lives in another city, and what documents are needed?

When a partner sells their shares (participaciones) in a Spanish Sociedad Limitada (SL, a private limited company) to someone else, the buyer often lives in a different city from the company's registered office or the notary where the deed will be signed. The good news is that the buyer doesn't have to travel, although the formal requirements must be met.

Share transfers require a public deed

Article 106 of the Ley de Sociedades de Capital (Spanish Companies Act) requires the transfer of shares in an SL to be recorded in a public document. In practice, the sale is executed as a deed before a notary (escritura pública). A private contract or an electronic signature is not enough.

Ways to sign without travelling

If the buyer lives in another city, the usual options are:

• Power of attorney: the buyer grants a power of attorney before a notary in their own city so that another person can sign the deed on their behalf wherever the transaction takes place.
• Verbal mandate with ratification (mandato verbal): another person signs the deed as the buyer's verbal agent and the buyer then ratifies it before a notary of their choice in their own city. It's advisable to confirm which notary's office beforehand to coordinate the process.
• Signing in person: the buyer attends the notary's office where the deed is executed.

Can a digital certificate be used to sign?

No. A digital certificate is neither required for this signature nor can it be used to complete it. The share sale must be executed before a notary, in person or through one of the options above.

Documents required from the buyer

To prepare the transaction, the following details are usually requested:

• Copy of their ID (DNI, or passport/NIE) on both sides.
• Full address.
• Marital status and, if married, their matrimonial property regime.

What the company does before and after signing

With this information, the company certificate required by the notary to execute the deed is prepared. Once the sale has been signed, the register of shareholders (libro registro de socios) must be updated to show the new owner of the shares.

Planning these steps in advance avoids delays and unnecessary journeys. If you're buying or selling shares in a Spanish SL, we recommend reviewing the transaction with an adviser before going to the notary.